**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


Washington,
      DC 20549




**FORM
      10-KSB**




(Mark
      One)




x Annual
      report
      under Section 13 or 15 (d) of the Securities Exchange Act of 1934




For
      the fiscal year ended November 30, 2006




o Transition
      report
      under Section 13 or 15 (d) of the Securities Exchange Act
      of 1934 (No fee required)




For
      the transition period from _______ to _______




***Commission
      file number: 333-132056***





**Mill
      Basin Technologies, Ltd.**





(Name
      of Small Business Issuer in Its Charter)




Nevada
            
            20-4078899(State
                or other jurisdiction ofIncorporation
                or Organization)
            
            (IRS
                Employer Identification
                No.)





850
      Third Avenue, Suite 1801, New York, NY 10022





(Address
      of Principal Executive Office) (Zip
      Code)





(646)
      218-1400





(Issuer's
      Telephone Number, Including Area Code)





(Former
      name, former address and former fiscal year,


if
      changed since last report)




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. x Yes o
      No




1




State
      the number of shares of outstanding of each of the issuer’s classes of common
      equity, as of the latest practicable date: 10,183,699 shares of Common Stock
      as
      of January 31, 2007




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act) x Yes o
      No




Check
      if
      there is no disclosure of delinquent filers in response 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 a definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. o




Issuer's
      revenues for its most recent fiscal year: n/a




At
      January 31, 2006, the aggregate market value of the voting stock held by
      non-affiliates: n/a




2




**PART
      I**




**Item
      1. Description of Business**




Mill
      Basin Technologies, Ltd. ("Registrant" or "the Company") is currently an
      inactive company seeking merger opportunities or business operations. Since
      September 5, 2006 the Company has ceased operations, and all previous business
      activities have been discontinued. The Company has no subsidiaries.




The
      Company was formed under the name Pinewood Imports, Ltd. as a limited liability
      company in the State of Nevada in November 2002 and was converted into a Nevada
      corporation on August 29, 2005. As an LLC, the results of the Company’s
      operations were included in the tax returns of its members.




The
      Company’s principal business was the importation of molding and door component
      products from Brazil, such as framing materials, made from pine wood. The
      imported products were sold to retailers and/or distributors serving the
      residential building distribution industry throughout the United States and
      Canada. The Company also served as a sales representative for Brazilian
      exporters.





In
      December 2005 the Company sold 700,000 shares of its common stock in a private
      placement at a price of $.001 per share to 39 individuals. In April 2006, the
      Company registered for resale 1,583,500 shares of its common stock belonging
      to
      certain stockholders (although the Company was not obligated to do so by virtue
      of any Registration Rights Agreement or other agreement), and subjected itself
      to the Securities Exchange Act of 1934 reporting requirements because it
      believed that its being a public entity would provide benefits in visibility
      for
      carrying on its business, and provide liquidity to its
      shareholders.





On
      September 1, 2006, Keith S. Barton and Michelle M. Barton, principal
      stockholders of the Company) and 33 other stockholders, as sellers (each a 
“ Seller” and collectively, the “Sellers”), entered into a Securities Purchase
      Agreement (the “Securities Purchase Agreement”) with Harborview Master Fund LP
      (“Harborview”) and Diverse Trading Ltd., as purchasers (each a “Purchaser”
and collectively the “Purchasers”). Pursuant to the terms of the Securities
      Purchase Agreement, the Sellers sold an aggregate of 10,044,600 shares of the
      Company’s common stock (the “Shares”), representing 98.96% of the outstanding
      shares. All proceeds were paid to the Sellers. No proceeds were paid to the
      Company.





3




On
      September 1, 2006, Keith S. Barton and Michelle M. Barton, who had been officers
      and directors of the Company, resigned from those positions.





By
      Board action on September 1, 2006, Richard Rosenblum, who had been elected
      as a
      director of the Company, was elected as President, Chief Executive Officer
      and
      Chief Financial Officer of the Company, and David Stefansky was elected as
      Secretary of the Company and as a director of the Company. Richard Rosenblum
      and
      David Stefansky are principals of the general partner of Harborview, one of
      the
      Purchasers. Neither has an employment agreement with the Company.





The
      Board of Directors authorized the Company to discontinue its business operations
      as conducted prior to the closing of the transactions which were the subject
      of
      the Securities Purchase Agreement and to transfer such operations and the assets
      relating thereto to Keith S. Barton, former officer, director and stockholder
      of
      the Company, in consideration of Mr. Barton’s assuming all of the liabilities
      relating to such operations and assets.  The transfer to Mr. Barton and his
      assumption of the liabilities were effected on September 5, 2006. Mr. Barton
      and
      his wife, Michelle M. Barton, a former officer and director of the Company,
      have
      agreed to indemnify the Company against any loss or expense relating to the
      transferred operations or assets and also released the Company from any claims
      which either of them may have had against the Company. Mr. Barton will have
      the
      right to use the name “Pinewood Imports, Ltd.” or any similar name in the
      conduct of the transferred business operations.





On
      September 6, 2006, the Company filed an amendment of its certificate of
      incorporation changing the Company’s name to “Mill Basin Technologies,
      Ltd.”.





The
      Registrant is seeking a merger partner or acquisition of an operating business.
      Future decisions to merge with or acquire any other entity will be based on
      the
      opinion of management regarding primarily the quality of the businesses that
      are
      to be merged or acquired, their potential for future growth, the quality of
      the
      management of the to-be merged entities, and the benefits that could accrue
      to
      the stockholders of the Company if the merger or acquisition occurred. There
      can
      be no guarantee that a merger or acquisition will take place, or if a merger
      does take place that such merger will be successful or be beneficial to the
      stockholders of the Company.




As
      of September 1, 2006, the Company ceased having any employees. Its directors
      and
      officers have since provided unpaid services on a part-time basis as needed
      to
      the Company.




**Item
      2. Description of Property**




The
      Company formerly operated out of office space located at 1611 Gate Creek Drive,
      Pearland, TX 77258 provided to it by its president at no cost. Since September
      1, 2006, the Company has operated, at no cost to the Company, out of the office
      space utilized by Harboview Capital Management LLC, the general partner of
      Harborview, at 850 Third Avenue, Suite 1801, New York, NY 10022.




**Item
      3. Legal Proceedings**




There
      are no legal proceedings to which the Company is a party is subject or pending
      and no such proceedings are known by the Company to be contemplated.




4




**Item
      4. Submission of Matters to a Vote of Security Holders**





By
      Written Consent of Stockholders, dated September 1, 2006, stockholders, owning
      98.96% of the outstanding common stock of the Company, voted to transfer the
      business operations of the Company to Keith S. Barton. See
      Form
      8K filed on September 7, 2006 and incorporated herein by reference as Exhibit
      22.1.





5






**PART
      II**




**Item
      5. Market for Registrant's Common Equity and Related Stockholder Matters**





The
      Company was assigned the new symbol “MBSN” by the NASDAQ Stock Market, effective
      September 29, 2006. The Company's common stock has not traded to
      date.




As
      of November 30, 2006, the Company had approximately 37 shareholders of record
      of
      Company's common stock. No dividends have been declared on the stock in the
      last
      two fiscal years and the Board of Directors does not presently intend to pay
      dividends in the near future.




**Item
      6. Management’s Discussion and Analysis or Plan of
      Operation**




***Safe
      Harbor Statement under the Private Securities Litigation Reform Act of
      1995***





Information
      set forth herein contains "forward-looking statements" which can be identified
      by the use of forward-looking terminology such as "believes," "expects," "may,”
“should" or "anticipates" or the negative thereof or other variations thereon
      or
      comparable terminology, or by discussions of strategy. No assurance can be
      given
      that the future results covered by the forward-looking statements will be
      achieved. The Company cautions readers that important factors may affect the
      Company’s actual results and could cause such results to differ materially from
      forward-looking statements made by or on behalf of the Company.  These
      factors include the Company’s lack of historically profitable operations,
      dependence on key personnel, the success of the Company’s business, ability to
      manage anticipated growth and other factors identified in the Company's filings
      with the Securities and Exchange Commission, press releases and/or other public
      communications.





*General*





On
      September 1, 2006, Keith S. Barton and Michelle M. Barton, principal
      stockholders of Mill Basin Technologies, Ltd. (then known as Pinewood Imports,
      Ltd.; the “Company” ) and 33 other stockholders, as sellers (each a  “
Seller” and collectively, the “Sellers” ), entered into a Securities Purchase
      Agreement (the “ Securities Purchase Agreement” ) with Harborview Master Fund LP
 and Diverse Trading Ltd., as purchasers (each a “Purchaser” and
      collectively the “Purchasers”). Pursuant to the terms of the Securities Purchase
      Agreement, the Sellers sold an aggregate of 10,044,600 shares of the Company’s
      common stock (the “Shares”), representing 98.96% of the outstanding shares. All
      proceeds were paid to the Sellers. No proceeds were paid to the
      Company.





The
      Board
      of Directors authorized the Company to discontinue its business operations
      as
      conducted prior to the Closing of the transactions which were the subject of
      that Securities Purchase Agreement and to transfer such operations and the
      assets relating thereto to Keith S. Barton, former officer, director and
      stockholder of the Company, in consideration of Mr. Barton’s assuming all of the
      liabilities relating to such operations and assets.  The transfer to Mr.
      Barton and his assumption of the liabilities were effected on September 5,
      2006.
      Mr. Barton and his wife, Michelle M. Barton, a former officer and director
      of
      the Company, indemnified the Company against any loss or expense relating to
      the
      transferred operations or assets and also released the Company from any claims
      which either of them may have had against the Company.





Mr.
      Barton will have the right to use the name “Pinewood Imports, Ltd.” or any
      similar name in the conduct of the transferred business operations.





6




*Liquidity*





As
      of
      September 6, 2006, the Company discontinued its operations and had no assets
      or
      liabilities. Mill Basin does not have any credit facilities or other commitments
      for debt or equity financing. No assurances can be given that advances when
      needed will be available.





*Recent
      Accounting Pronouncements*





In
      June
      2003, the Securities and Exchange Commission (“SEC”) adopted final rules under
      Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Commencing with
      our annual report for the year ended November 30, 2007, we will be required
      to
      include a report of management on our internal control over financial reporting.
      The internal control report must include a statement.





§
            of
                management’s responsibility for establishing and maintaining adequate
                internal control over our financial reporting;





§
            of
                management’s assessment of the effectiveness of our internal control over
                financial reporting as of year end;





§
            of
                the framework used by management to evaluate the effectiveness of
                our
                internal control over financial reporting;
                and





§
            that
                our independent accounting firm has issued an attestation report
                on
                management’s assessment of our internal control over financial reporting,
                which report is also required to be filed





In
      December 2004, the FASB issued FASB SFAS No. 123 (revised 2004), *Share-Based
      Payment* ,
      which
      is a revision of SFAS No. 123, *Accounting
      for Stock-Based Compensation* .
      SFAS
      No. 123(R) supersedes APB Opinion No. 25, *Accounting
      for Stock Issued to Employees* ,
      and
      amends SFAS No. 95, *Statement
      of Cash Flows* .
      Generally, the approach in SFAS No. 123(R) is similar to the approach described
      in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments
      to employees, including grants of employee stock options, to be recognized
      in
      the income statement based on their fair values. Pro forma disclosure is no
      longer an alternative. The new standard became effective for the Company on
      December 15, 2005. The Company has not yet assessed the impact on future
      operations of adopting this new standard.





7




The
      FASB
      also issued FASB Statement No. 154 (SFAS 154) which replaces APB Opinion No.
      20, *Accounting
      Changes* ,
      and
      FASB Statement No. 3, *Reporting
      Accounting Changes in Interim Financial Statements* ,
      and
      changes the requirements for the accounting for and reporting of a change in
      accounting principle. It is not believed that this will have an impact on the
      Company in the foreseeable future as no accounting changes are
      anticipated.





*Off-Balance
      Sheet Arrangements*





We
      have
      no off-balance sheet arrangements.





8





**Item
      7. Financial Statements**





**FINANCIAL
      STATEMENTS**


**NOVEMBER
      30, 2006**


**INDEX
      TO FINANCIAL STATEMENTS**





REPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            F-1BALANCE
                SHEET
            F-2STATEMENTS
                OF OPERATIONS
            F-3STATEMENT
                OF STOCKHOLDERS’ DEFICIT
            F-4STATEMENTS
                OF CASH FLOWS
            F-5NOTES
                TO FINANCIAL STATEMENTS
            F-6





9




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors


Mill
      Basin Technologies, Ltd.


New
      York,
      NY





We
      have
      audited the accompanying balance sheet of Mill Basin Technologies, Ltd. as
      of
      November 30, 2006 and the related statements of operations, stockholders’ equity
      (deficit) and cash flows for the years ended November 30, 2006 and 2005. 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 audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States).  Those standards require that
      we plan and perform the audit to obtain reasonable assurance about whether
      the
      financial statements are free of material misstatement.  The Company is not
      required to have, nor were we engaged to perform, an audit of its internal
      control over financial reporting. Our audit included consideration of internal
      control over financial reporting as a basis for designing audit procedures
      that
      are appropriate in the circumstances, but not for the purpose of expressing
      an
      opinion on the effectiveness of the Company's internal control over financial
      reporting.  Accordingly, we express no such opinion. An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. 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 Mill Basin Technologies, Ltd.,
      as
      of November 30, 2006 and the results of its operations and its cash flows for
      the years ended November 30, 2006 and 2005 in conformity with accounting
      principles generally accepted in the United States of America.




The
      accompanying financial statements have been prepared assuming that Mill Basin
      Technologies, Ltd. will continue as a going concern. As discussed in Note 3
      to
      the consolidated financial statements, Mill
      Basin Technologies, Ltd. is currently inactive, and is now a blind pool company
      seeking merger opportunities. Since September 5, 2006 the Company has ceased
      operations, and all previous business activities have been discontinued. These
      factors raise substantial doubt about the Company’s ability to continue as a
      going concern. Management's plans in regards to these matters are also described
      in Note 3. The financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.




*/s/ Li & Company,
              PC*Li & Company,
              PC





Skillman,
      New Jersey


February
      27, 2007





F-1





**MILL
      BASIN TECHNOLOGIES, LTD.**





Balance
      Sheet


November
      30, 2006





ASSETSTOTAL
                ASSETS
            
            $
            -LIABILITIES
                AND STOCKHOLDERS’ DEFICITCURRENT
                LIABILITIES:Accrued
                expenses
            
            $
            25,000Total
                Current Liabilities
            
            
            25,000STOCKHOLDERS’
                DEFICIT:Preferred
                stock at $0.001 par value; 1,000,000 shares authorized; no shares
                issued
                or outstanding
            
            
            -Common
                stock at $0.001 par value; 74,000,000 shares authorized; 10,150,000
                shares
                issued and outstanding
            
            
            10,150Accumulated
                deficit
            
            
            (35,150
            )Total
                Stockholders’ Deficit
            
            
            (25,000
            )TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIT
            
            $
            -


See
        accompanying notes to the financial statements.
  F-2





**MILL
      BASIN TECHNOLOGIES, LTD.**





Statements
      of Operations


For
      the
      Fiscal Years Ended November 30, 2006 and 2005






2006
            
            2005General
                and administrative
            
            $
            25,000
            
            $
            -Loss
                from continuing operations before income taxes
            
            
            (25,000
            )
            
            -Income
                taxes
            
            
            -
            
            
            -Loss
                from continuing operations
            
            
            (25,000
            )
            
            -Income
                (loss) from discontinued operations, net of tax
            
            
            (24,474
            )
            
            22,825Loss
                on sale of discontinued operations, net of taxes
            
            
            (6,995
            )
            
            -Net
                income (loss)
            
            $
            (56,469
            )
            $
            22,825Income
                (loss) per share - basic and diluted
            
            
            ($
                0.01
            )
            $
            0.00Weighted
                average number of common shares outstanding - basic and
                diluted
            
            
            10,183,699
            
            
            9,500,000


See
        accompanying notes to the financial statements.





F-3


**MILL
      BASIN TECHNOLOGIES, LTD.**





Statement
      of Stockholders’ Deficit








Membership
                Units
            
            Common
              Shares
            
            Amount
            
            Retained
              Earnings
              (Deficit)
            
            TotalBalance,
                December 1, 2004
            
            
            95
            
            
            -
            
            $
            -
            
            $
            7,994
            
            $
            7,994Common
                stock issued in exchange for membership units on August 29,
                2005
            
            
            (95
            )
            
            9,500,000
            
            
            9,500
            
            
            (9,500
            )
            
            -Net
                income - 2005
            
            
            -
            
            
            -
            
            
            -
            
            
            22,825
            
            
            22,825Balance,
                November 30, 2005
            
            
            -
            
            
            9,500,000
            
            
            9,500
            
            
            21,319
            
            
            30,819Sale
                of common stock
            
            
            -
            
            
            700,000
            
            
            700
            
            
            -
            
            
            700Repurchase
                and retirement of common stock
            
            
            -
            
            
            (50,000
            )
            
            (50
            )
            
            -
            
            
            (50
            )Net
                loss - 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            (56,469
            )
            
            (56,469
            )Balance,
                November 30, 2006
            
            
            -
            
            
            10,150,000
            
            $
            10,150
            
            $
            (35,150
            )
            $
            (25,000
            )





See
        accompanying notes to the financial statements.
  F-4




**MILL
      BASIN TECHNOLOGIES, LTD.**




Statements
      of Cash Flows


For
      the
      Fiscal Years Ended November 30, 2006 and 2005





2006
            
            2005CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                income (loss)
            
            $
            (56,469
            )
            $
            22,825Adjustments
                to reconcile net income (loss) to net cash provided by (used in)
                operating
                activities:Loss
                from discontinued operations
            
            
            6,995Changes
                in assets and liabilities:Increase
                in accounts receivable
            
            
            (64,051
            )Increase
                in inventories
            
            
            (6,800
            )
            
            (24,600
            )Increase
                in accounts payable
            
            
            8,400
            
            
            -Increase
                in accrued expenses
            
            
            42,903
            
            
            20,421Other
            
            
            -
            
            
            401Net
                Cash Provided by (Used in) Operating Activities
            
            
            (69,022
            )
            
            19,047CASH
                FLOWS FROM INVESTING ACTIVITIES:Cash
                relinquished on sale of discontinued operations
            
            
            (8,310
            )
            
            -Loan
                to related party
            
            
            (32,150
            )
            
            -Repayment
                of loan to related party
            
            
            14,971
            
            
            -Net
                Cash Used in Investing Activities
            
            
            (25,489
            )
            
            -CASH
                FLOWS FROM FINANCING ACTIVITIES:Sale
                of common stock
            
            
            700
            
            
            -Repurchase
                of common stock
            
            
            (50
            )
            
            -Note
                payable
            
            
            29,739Loans
                from stockholder/officer
            
            
            -
            
            
            54,291Repayments
                to stockholder/officer
            
            
            (28,468
            )
            
            -Net
                Cash Provided by Financing Activities
            
            
            1,921
            
            
            54,291INCREASE
                (DECREASE) IN CASH
            
            
            (92,590
            )
            
            73,338CASH
                AT BEGINNING OF YEAR
            
            
            92,590
            
            
            19,252CASH
                AT END OF YEAR
            
            
            -
            
            
            92,590SUPPLEMENTAL
                SCHEDULE OF CASH FLOW ACTIVITIES:Cash
                Paid For:Income
                taxes
            
            $
            -
            
            $
            -




See
      accompanying notes to the financial statements.





F-5


**MILL
      BASIN TECHNOLOGIES, LTD.**





Notes
      to
      the Financial Statements


November
      30, 2006







NOTE
      1
      -  ORGANIZATION





Pinewood
      Imports, Ltd. was incorporated as a limited liability company in November 2002
      and was converted into a corporation, incorporated in the State of Nevada,
      on
      August 29, 2005. The Company imported molding and door component products,
      such
      as framing materials, made from pine wood from Brazil. The imported products
      were sold to retailers and/or distributors serving the residential building
      distribution industry throughout the United States and Canada. The Company
      served as a representative for Brazilian products and received commissions
      on
      sales arranged by the Brazilian company.





On
      September 1, 2006, the principal stockholders of the Company and 33 other
      stockholders, sold an aggregate of 10,044,600 shares of the Company’s common
      stock (the “Shares”), representing 98.96% of the outstanding shares. All
      proceeds were paid to the Sellers. No proceeds were paid to the
      Company.





On
      September 6, 2006, the Company filed an amendment of its certificate of
      incorporation changing the Company’s name to “Mill Basin Technologies,
      Ltd.”.




Mill
      Basin Technologies, Ltd. ("Registrant" or "the Company") is currently an
      inactive company seeking merger and business operations opportunities. Since
      September 5, 2006 the Company has ceased operations, and all previous business
      activities have been discontinued. The Company has no subsidiaries.





NOTE
      2
      -  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES





a.
      Year-end





The
      Company has elected a fiscal year ending on November 30.





b.
      Cash
      Equivalents





The
      Company considers all highly liquid investments with a maturity of three months
      or less when purchased to be cash equivalents.





c.
      Estimates





The
      preparation of financial statements in conformity with generally accepted
      accounting principles 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
      the reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates.





F-6




d.
      Basic
      and Diluted Income (Loss) Per Common Share





Basic
      and
      diluted net income (loss) per common share has been calculated by dividing
      the
      net income for the year by the basic and diluted weighted average number of
      shares outstanding assuming that the capital structure in place upon the
      adoption of the Company’s current articles of incorporation had occurred as of
      the beginning of the first period presented.





e.
      Impact
      of New Accounting Standards





In
      February 2006, the FASB issued SFAS No. 155 “Accounting for Certain Hybrid
      Financial Instruments”, which is an amendment of SFAS Nos. 133 and 140. This
      statement (a) permits fair value remeasurement for any hybrid financial
      instrument that contains an embedded derivative that otherwise would require
      bifurcation, (b) clarifies which interest-only strip and principal-only strip
      are not subject to the requirements of SFAS No. 133, (c) establishes a
      requirement to evaluate interests in securitized financial assets to identify
      interests that are freestanding derivatives or that are hybrid financial
      instruments that contain an embedded derivative requiring bifurcation, (d)
      clarifies that concentrations of credit risk in the form of subordination are
      not embedded derivatives, (e) amends SFAS No. 140 to eliminate the prohibition
      on a qualifying special-purpose entity from holding a derivative financial
      instrument that pertains to a beneficial interest other than another derivative
      financial instrument. This statement is effective for financial statements
      for
      fiscal years beginning after September 15, 2006. Earlier adoption of this
      statement is permitted as of the beginning of an entity’s fiscal year, provided
      the entity has not yet issued any financial statements for that fiscal year.
      The
      adoption of this standard is not expected to have a material impact on the
      Company’s financial statements.





In
      March
      2006, the FASB issued SFAS No. 156 “Accounting for Servicing of Financial
      Assets”, which amends SFAS No. 140. This statement establishes, among other
      things, the accounting for all separately recognized servicing assets and
      servicing liabilities. This statement amends SFAS No. 140 to require that all
      separately recognized servicing assets and servicing liabilities be initially
      measured at fair value, if practicable. This statement permits, but does not
      require, the subsequent measurement of separately recognized servicing assets
      and servicing liabilities at fair value. An entity that uses derivative
      instruments to mitigate the risks inherent in servicing assets and servicing
      liabilities is required to account for those derivative instruments at fair
      value. Under this statement, an entity can elect subsequent fair value
      measurement to account for its separately recognized servicing assets and
      servicing liabilities. By electing that option, an entity may simplify its
      accounting because this statement permits income statement recognition of the
      potential offsetting changes in fair value of those servicing assets and
      servicing liabilities and derivative instruments in the same accounting period.
      This statement is effective for financial statements for fiscal years beginning
      after September 15, 2006. Earlier adoption of this statement is permitted as
      of
      the beginning of an entity’s fiscal year, provided the entity has not yet issued
      any financial statements for that fiscal year. Management believes that adoption
      of this standard will not have a material impact on the Company’s financial
      statements.





F-7




In
      June
      2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainties in
      Income Taxes”, ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in
      income taxes and prescribes a recognition threshold and measurement attribute
      for the financial statement recognition and measurement of a tax position taken
      or expected to be taken in a tax return. FIN 48 is effective for fiscal years
      beginning after December 15, 2006. Management believes that adoption of this
      standard will not have a material impact on the Company's financial
      statements.





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” to
      eliminate the diversity in practice that exists due to the different definitions
      of fair value and the limited guidance for applying those definitions in GAAP
      that are dispersed among the many accounting pronouncements that require fair
      value measurements. SFAS No. 157 retains the exchange price notion in earlier
      definitions of fair value, but clarifies that the exchange price is the price
      in
      an orderly transaction between market participants to sell an asset or liability
      in the principal or most advantageous market for the asset or liability.
      Moreover, the SFAS states that the transaction is hypothetical at the
      measurement date, considered from the perspective of the market participant
      who
      holds the asset or liability. Consequently, fair value is defined as the price
      that would be received to sell an asset or paid to transfer a liability in
      an
      orderly transaction between market participants at the measurement date (an
      exit
      price), as opposed to the price that would be paid to acquire the asset or
      received to assume the liability at the measurement date (an entry
      price).





SFAS
      No.
      157 also stipulates that, as a market-based measurement, fair value measurement
      should be determined based on the assumptions that market participants would
      use
      in pricing the asset or liability, and establishes a fair value hierarchy that
      distinguishes between (a) market participant assumptions developed based on
      market data obtained from sources independent of the reporting entity
      (observable inputs) and (b) the reporting entity’s own assumptions about market
      participant assumptions developed based on the best information available in
      the
      circumstances (unobservable inputs). Finally, SFAS No. 157 expands disclosures
      about the use of fair value to measure assets and liabilities in interim and
      annual periods subsequent to initial recognition. Entities are encouraged to
      combine the fair value information disclosed under SFAS No. 157 with the fair
      value information disclosed under other accounting pronouncements, including
      SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” where
      practicable. The guidance in this Statement applies for derivatives and other
      financial instruments measured at fair value under SFAS No.133, “Accounting for
      Derivative Instruments and Hedging Activities,” at initial recognition and in
      all subsequent periods.





SFAS
      No. 157 is effective for financial statements issued for fiscal years beginning
      after November 15, 2007, and interim periods within those fiscal years, although
      earlier application is encouraged. Additionally, prospective application of
      the
      provisions of SFAS No. 157 is required as of the beginning of the fiscal year
      in
      which it is initially applied, except when certain circumstances require
      retrospective application. Management believes that adoption of this standard
      will not have a material impact on the Company's financial
      statements.





F-8




In
      September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
      Benefit Pension and Other Postretirement Plans (an amendment of FASB Statements
      No. 87, 88, 106, and 132R)”, which will require employers to fully recognize the
      obligations associated with single-employer defined benefit pension, retiree
      healthcare and other postretirement plans in their financial statements. Under
      past accounting standards, the funded status of an employer’s postretirement
      benefit plan (i.e., the difference between the plan assets and obligations)
      was
      not always completely reported in the balance sheet. Past standards only
      required an employer to disclose the complete funded status of its plans in
      the
      notes to the financial statements. SFAS No. 158 applies to plan sponsors that
      are public and private companies and nongovernmental not-for-profit
      organizations. The requirement to recognize the funded status of a benefit
      plan
      and the disclosure requirements are effective as of the end of the fiscal year
      ending after December 15, 2006, for entities with publicly traded equity
      securities, and at the end of the fiscal year ending after June 15, 2007, for
      all other entities. The requirement to measure plan assets and benefit
      obligations as of the date of the employer’s fiscal year-end statement of
      financial position is effective for fiscal years ending after December 15,
      2008.
      The Company does not expect that the adoption of SFAS No. 158 will have a
      significant impact on the results of operations or financial position of the
      Company





NOTE
      3 -
      GOING CONCERN





The
      accompanying financial statements have been prepared on a going concern basis
      which contemplates the realization of assets and satisfaction of liabilities
      in
      the normal course of business. At November 30, 2006, the Company is
      currently inactive, and is now a blind pool company seeking merger
      opportunities. Since September 5, 2006 the Company has ceased operations, and
      all previous business activities have been discontinued. These factors, among
      others, indicate that the Company's continuation as a going concern is dependent
      upon its ability to find a merger candidate. The financial statements do not
      include any adjustments related to the amounts and classification of liabilities
      that might be necessary should the Company be unable to continue in
      existence.





NOTE
      4 -
      INCOME TAXES





Since
      August 29, 2005, the Company accounts for income taxes under FASB Statement
      No. 109, *Accounting
      for Income Taxes* .
      Deferred income tax assets and liabilities are determined based upon differences
      between the financial reporting and tax bases of assets and liabilities and
      are
      measured using the enacted tax rates and laws that will be in effect when the
      differences are expected to reverse.





F-9





**Item
      8. Changes in and Disgreements With Accountants on Accounting and Financial
      Disclosure**





There
      are
      no disagreements with Accountants on Accounting and Financial
      Disclosure.





On
      January 21, 2007, the Company dismissed Most & Company, LLP (“Mostco”) as
      its principal accountant. Mostco’s reports on the financial statements of the
      Company from the time of his appointment for either of the past two years did
      not contain an adverse opinion or disclaimer of opinion, and were not modified
      as to uncertainty, audit scope, or accounting principles.




The
      decision to change accountants was approved by the Company’s board of directors.
      From the time of Mostco’s appointment as the Company’s accountant through the
      date of this report, there have been no disagreements with Mostco on any matter
      of accounting principles or practices, financial statement disclosure or
      auditing scope or procedure, which disagreements, if not resolved to the
      satisfaction of Mostco, would have caused Mostco to make references to the
      subject matter of the disagreements in connection with its report.





On
      January 21, 2007, the Company retained Li & Company, as the Company’s
      independent accountants to conduct an audit of the Company’s financial
      statements for the fiscal year ended November 30, 2006. This action was
      previously approved by the company’s Board of Directors.





**Item
      8A. Controls and Procedures**





As
      of the
      end of the period covered by this Annual Report on Form 10-KSB, an evaluation
      of
      the effectiveness of the design and operation of the Company’s disclosure
      controls and procedures was carried out by the Company under the supervision
      and
      with the participation of our Chief Executive and Chief Financial Officer.
      Based
      on that evaluation, the Chief Executive and Chief Financial Officer concluded
      that the Company’s disclosure controls and procedures have been designed and are
      being operated in a manner that provides reasonable assurance that the
      information required to be disclosed by the Company in reports filed under
      the
      Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
      and reported within the time periods specified in the SEC’s rules and forms. A
      system of controls, no matter how well designed and operated, cannot provide
      absolute assurance that the objectives of the system of controls are met, and
      no
      evaluation of controls can provide absolute assurance that all control issues
      and instances of fraud, if any, within a company have been detected. There
      have
      been no changes in the Company’s internal controls over financial reporting that
      occurred during the most recent fiscal quarter that have materially affected,
      or
      are reasonably likely to materially affect, the Company’s internal controls over
      financial reporting.





**Item
      8B. Other Information**





None





10




**Item
      9. Directors, Executive Officers, Promoters and Control Persons; Compliance
      with
      Section 16(a) of the Exchange Act.**




As
      described in Item 1 (Description of Business), Richard Rosenblum and David
      Stefansky serve as directors and officers of the Company:




Name
            
            Age
            
            PositionRichard Rosenblum*
            
            47
            
            Director, President, Chief
              Executive Officer,Chief
              Financial OfficerDavid Stefansky*
            
            35
            
            Director,
              Secretary





*Richard
      Rosenblum and David Stefansky are principals of the general partner of
      Harborview and have voting control and investment discretion over the shares
      held by Harborview. Mr. Rosenblum is President, Chief Executive Officer and
      Chief Financial Officer and a director of the Company. Mr. Stefansky is
      Secretary and a director of the Company. Both Mr. Rosenblum and Mr. Stefansky
      disclaim beneficial ownership of the shares of the Company held by
      Harborview.





Directors
      hold office until the next annual meeting of the shareholders of the Company
      or
      until their successors have been elected and qualified. Officers are elected
      annually and serve at the pleasure of the Board of Directors.





Richard
      Rosenblum has been a Director of the Company since August 30, 2006 and
      President, Chief Executive Officer and Chief Financial officer since September
      1, 2006. Additionally, Mr. Rosenblum is an officer and director of Boxwoods,
      Inc., and Marine Park Holdings Inc., and a director of Amedia Networks, Inc.
      Mr.
      Rosenblum has been a principal of Harborview Advisors, LLC since its inception
      in 2004. He previously was a Managing Director of Investment Banking at
      vFinance, Inc., a middle market investment banking and brokerage organization.
      Mr. Rosenblum has been an active force in the small and mid cap markets for
      more
      than 16 years, providing advice, expertise, and access to critical growth for
      emerging companies, raising more than $300 million. Mr. Rosenblum graduated
      from
      the State University of New York at Buffalo in 1981, *summa
      cum laude* ,
      with a
      degree in Finance and Accounting.




David
      Stefansky has been a Director and Secretary of the Company since September
      1,
      2006. Additionally, Mr. Stefansky is an officer and director of Boxwoods, Inc.,
      and Marine Park Holdings Inc. Mr. Stefansky has been a principal of Harborview
      Advisors, LLC since its inception in 2004. Over the past several years, Mr.
      Stefansky has participated in arranging private offerings in excess of $200
      million for early-stage and emerging growth companies, primarily in the fields
      of technology, telecommunications and healthcare. He has successfully advised,
      financed, restructured and participated in funding numerous small cap and micro
      cap companies. Mr. Stefansky previously was a Managing Director at vFinance,
      Inc.




Keith
      S.
      Barton and Michell Barton served as officers and directors of the Company until
      resigning September 1, 2006


Name
              
              Age
              
              PositionKeith
                  S. Barton
              
              34
              
              Director,
                  President, CEO, CFO, Principal Accounting OfficerMichelle
                  M. Barton
              
              33
              
              Director, Secretary and
                Treasurer
 
 11


**Item
      10. Executive Compensation**




No
      officer or director of the Company has received, or was entitled to receive,
      compensation from the Company during the fiscal year ended November 30, 2006,
      except as described in the following table.





**Long
                Term Compensation****Annual
                Compensation**
            
            **Awards**
            
            **Payouts****Restricted**
            
            **Securities****Year**
            
            
            
            
            
            **Other**
            
            **Stock**
            
            **Underlying**
            
            **LTIP****Name
                and**
            
            **Ended**
            
            
            
            **Bonus**
            
            **Annual**
            
            **Award(s)**
            
            **Options/**
            
            **Payouts**
            
            **All
                Other****Principal
                Position**
            
            **Nov
                30**
            
            **Salary
                ($)**
            
            **($)******
            
            **Compensation
                ($)**
            
            **($)**
            
            **SARs
                (#)**
            
            **($)**
            
            **Compensation
                ($)**Keith
                S. Barton
            
            2006
            
            $24,462
            
            -
            
            -
            
            -
            
            -
            
            -
            
            -





The
      Company has no compensatory plans or arrangements whereby any executive officer
      would receive payments from the Company or a third party upon his resignation,
      retirement or termination of employment, or from a change in control of the
      Company or a change in the officer's responsibilities following a change in
      control.




**Item
      11. Security Ownership of Certain Beneficial Owners and
      Management**




The
      following table sets forth, as of February 10, 2007, each person known by the
      Company to be the beneficial owner of five percent or more of the Company's
      Common Stock, all directors individually and all directors and officers of
      the
      Company as a group. Except as noted, each person has sole voting and investment
      power with respect to the shares shown:




Name
              and Address ofBeneficial
              Owner
            
            Amount
                and Nature ofBeneficial
                Ownership
            
            Percentof
                ClassHarborview
                Master Fund LP(1)
              Harbor
                House
              Waterfront
                Drive
              Road
                Town, Tortola
              British
                Virgin Islands
            
            5,022,300
            
            49.48%Diverse
                Trading Ltd (2)
              Harbor
                House
              Waterfront
                Drive
              Road
                Town, Tortola
              British
                Virgin Islands
            
            5,022,300
            
            49.48%All
                Officers and Directors
              as
                a group (2 persons)
            
            5,022,300
            
            49.48%




(1)
            Richard
                Rosenblum and David Stefansky are principals of the general partner
                of
                Harborview and have voting control and investment discretion over
                the
                shares held by Harborview. Mr. Rosenblum is President, Chief Executive
                Officer and Chief Financial Officer and a director of the Company.
                Mr.
                Stefansky is Secretary and a director of the Company. Both Mr. Rosenblum
                and Mr. Stefansky disclaim beneficial ownership of the shares of
                the
                Company held by Harborview.





(2)
            Joseph
                Franck is principal of the investment manager of the parent entity
                of
                Diverse and has voting control and investment discretion over the
                shares
                held by Diverse. Mr. Franck disclaims beneficial ownership of the
                shares
                of the Company held by Diverse.





12




**Item
      12. Certain Relationships and Related Transactions**





In
      August
      2005, Pinewood issued 9,500,000 shares of its common stock to its President,
      Keith S. Barton, in exchange for all of the outstanding Membership Units of
      Pinewood Imports, LLC in effect converting Pinewood from a limited liability
      company to a corporation. In addition, 50,000 shares of the Company’s common
      stock were sold to Michelle M. Barton, Secretary/Treasurer and the wife of
      Mr.
      Barton, in December 2005 for $50.





In
      December 2005 the Company sold 700,000 shares of its common stock in a private
      placement at a price of $.001 per share to 39 individuals. In April 2006, the
      Company registered for resale 1,583,500 shares of its common stock belonging
      certain shareholders (although the Company was not obligated to do so by virtue
      of any Registration Rights Agreement or other agreement), and subjected itself
      to the Securities Exchange Act of 1934 reporting requirements because it
      believed that its being a public entity would provide benefits in visibility
      for
      carrying on its business, and provide liquidity to its
      shareholders.





On
      September 1, 2006, Keith S. Barton and Michelle M. Barton, principal
      stockholders of the Company) and 33 other stockholders, as sellers (each a 
“ Seller” and collectively, the “Sellers”), entered into a Securities Purchase
      Agreement (the “Securities Purchase Agreement”) with Harborview Master Fund LP
      (“Harborview”) and Diverse Trading Ltd., as purchasers (each a “Purchaser”
and collectively the “Purchasers”). Pursuant to the terms of the Securities
      Purchase Agreement, the Sellers sold an aggregate of 10,044,600 shares of the
      Company’s common stock (the “Shares”), representing 98.96% of the outstanding
      shares. All proceeds were paid to the Sellers. No proceeds were paid to the
      Company.





On
      September 1, 2006, Keith S. Barton and Michelle M. Barton, who had been officers
      and directors of the Company, resigned from those positions.





By
      Board action on September 1, 2006, Richard Rosenblum, who had been elected
      as a
      director of the Company, was elected as President, Chief Executive Officer
      and
      Chief Financial Officer of the Company, and David Stefansky was elected as
      Secretary of the Company and as a director of the Company. Richard Rosenblum
      and
      David Stefansky are principals of the general partner of Harborview, one of
      the
      Purchasers. Neither has an employment agreement with the Company.





The
      Board of Directors authorized the Company to discontinue its business operations
      as conducted prior to the closing of the transactions which were the subject
      of
      the Securities Purchase Agreement and to transfer such operations and the assets
      relating thereto to Keith S. Barton, former officer, director and stockholder
      of
      the Company, in consideration of Mr. Barton’s assuming all of the liabilities
      relating to such operations and assets.  The transfer to Mr. Barton and his
      assumption of the liabilities were effected on September 5, 2006. Mr. Barton
      and
      his wife, Michelle M. Barton, a former officer and director of the Company,
      indemnified the Company against any loss or expense relating to the transferred
      operations or assets and also released the Company from any claims which either
      of them may have had against the Company. Mr. Barton will have the right to
      use
      the name “Pinewood Imports, Ltd.” or any similar name in the conduct of the
      transferred business operations.





13




**PART
      IV**




**Item
      13. Exhibits**




Exhibit Number
            
            Description of Exhibit3.1
            
            Articles of
              Incorporation
            
            (Incorporated by reference
              to the
              same exhibit
              filed with the Company'sregistration
              statement on Form SB-2February
              27, 2006)3.2
            
            Bylaws
            
            (Incorporated by reference
              to the
              same exhibit
              filed with the Company'sregistration
              statement on Form SB-2February
              27, 2006)3.3
            
            Amendment to Articles of
              Incorporation, as filed with the Secretary of State State of Nevada
              on
              September
              6, 2006
            
            (Incorporated by reference
              to the
              same exhibit
              filed with the Company’s CurrentReport
              filed on Form 8-K September 7, 2006)10.1
            
            Stock Purchase Agreement,
dated
              as of September 1,2006
            
            *22.1
            
            Company’s Report on Form
              8-K
            
            (Incorporated by reference,
              as
              filed September 7, 2006)31.1
            
            Rule 13a-14(a)
              Certifications
            
            *32.1
            
            Section 1350
              Certifications
            
            *




*
            Filed
                with this report.




14




**Item
      14. Principal Accountant Fees and Services**




Li
      & Company, PC is the Company's principal auditing accountant firm.





Audit
      Fees. During
      the years ended November 30, 2006, and November 30, 2005, the Company's former
      principal accountant billed $9,000 and $10,000, respectively, in fees that
      were
      directly associated with the preparation of annual audit report and quarterly
      review reports.  The
      Company's principal accountant did not bill any other fees during the years
      ended November 30, 2006 and 2005.





The
      officers and directors of the Company have determined that the services provided
      by Company's principal accountant, as referred to in the above paragraphs,
      are
      compatible with maintaining the principal accountant's
      independence.





15





**SIGNATURES**





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




**MILL
              BASIN
              TECHNOLOGIES, LTD.***Date:
              February
              28, 2007*
            *By:*
            */s/
              Richard Rosenblum**Richard
              Rosenblum**Chief
              Executive Officer, President*  Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following person on behalf of the Company and in the
      capacities and the date indicated.


*Date:
                February
                28, 2007*
              *By:*
              */s/
                Richard Rosenblum**Richard
                Rosenblum**Chief
                Executive Officer, *President,
                Chief Financial**Officer,
                Director, (principal**excecutive
                officer, principal**financial
                officer)**   *Date:
                  February
                  28, 2007*
                *By:*
                */s/
                  David Stefansky**David
                  Stefansky**Secretary,
                  Director*




16