UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-K

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

                   For the fiscal year ended December 31, 2008
                                       or
            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                        Commission file number: 000-52678

        Registrant, State of Incorporation, Address and Telephone Number

                  --------------------------------------------

                             NB MANUFACTURING, INC.
                             (a Nevada corporation)

                         2560 W. Main Street, Suite 200
                               Littleton, CO 80120
                                 (303) 794-9450

                I.R.S. Employer Identification Number 20-0853320

                  --------------------------------------------

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

           Securities registered pursuant to Section 12(g) of the Act:
                    Common Stock, $0.0001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

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


    Large accelerated filer [ ]               Accelerated filer [ ]
    Non-accelerated filer   [ ]               Smaller  reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter.

          Common Stock, $0.0001 par value - $63,444 as of June 30, 2008

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

    Common Stock, $0.0001 par value - 1,400,028 shares, as of March 27, 2009



<PAGE>
                             NB Manufacturing, Inc.
                           Annual Report on Form 10-K
                   For the Fiscal Year Ended December 31, 2008

                                TABLE OF CONTENTS


                                                                            Page
PART I
------
Item 1.        Business                                                      1
Item 1A.       Risk Factors                                                  2
Item 1B.       Unresolved Staff Comments                                     5
Item 2.        Properties                                                    6
Item 3.        Legal Proceedings                                             6
Item 4.        Submission of Matters to a Vote of Security Holders           6

PART II
-------
Item 5.        Market for Common Equity, Related Stockholder Matters and
                 Issuer Purchases of Equity Securities                       7
Item 6.        Selected Financial Data                                       7
Item 7.        Management's Discussion and Analysis of Financial Condition
                 and Results of Operations                                   7
Item 7A.       Quantitative and Qualitative Disclosures About Market Risk    10
Item 8.        Financial Statements and Supplementary Data                   10
Item 9.        Changes in and Disagreements with Accountants on Accounting
                 and Financial Disclosure                                    10
Item 9A.       Controls and Procedures                                       10
Item 9B.       Other Information                                             11

PART III
--------
Item 10.       Directors, Executive Officers and Corporate Governance        12
Item 11.       Executive Compensation                                        13
Item 12.       Security Ownership of Certain Beneficial Owners and
                 Management and Related Stockholder Matters                  13
Item 13.       Certain Relationships and Related Transactions, and
                 Director Independence                                       14
Item 14.       Principal Accountant Fees and Services                        15

PART IV
-------
Item 15.       Exhibits, Financial Statement Schedules                       17

Signatures                                                                   18


<PAGE>
                                     PART I

Item 1. Business

References in this annual report to "the Company," "we," "us," and "our," refer
to NB Manufacturing, Inc., unless the context indicates otherwise.

Cautionary Statements Under the Private Securities Litigation Reform Act of 1995

Forward-Look Statements

     Disclosures included in this Form 10-K contain "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933. as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking
statements may be identified by words such as "anticipate," "plan," "believe,"
"seek," "estimate," "expect," "could," and words of similar meanings and
include, without limitation, statements about the expected future business and
financial performance of NB Manufacturing, Inc. such as financial projections,
any statements of the plans, strategies and objectives of management for future
operations; any statements concerning proposed new products or developments; any
statements regarding future economic conditions or performance; any statements
of belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements are based on management's current expectations and
assumptions, which are inherently subject to uncertainties, risks, and changes
in circumstances that are difficult to predict. Investors and others should
consider the cautionary statements and risk factors discussed in Item 1A below.
Actual outcomes and results may differ materially from these expectations and
assumptions because of changes in political, economic, business, competitive,
market, regulatory, and other factors. NB Manufacturing Inc. undertakes no
obligation to update publicly or review any forward-looking statements, whether
as a result of new information, future developments or otherwise, except as
required by law.

Overview

     NB Manufacturing, Inc. was incorporated on September 19, 2001 in the State
of Nevada pursuant to a US Bankruptcy Court Chapter 11 Reorganization Plan for
New Bridge Products, Inc., confirmed on June 17, 2002 (CASE NO.
00-13546-ECF-RIN). The Plan provided for New Bridge Products, Inc. to become a
holding company for three operating subsidiaries, based on logical divisions of
business operations and new business opportunities. NB Manufacturing, Inc., as
one of the subsidiaries, was to subcontract with third parties for the cost
intensive manufacturing of parts and products. The other two subsidiaries were
to focus on design, licensing and distribution.

     The Company was not successful in its reorganized business and has now
focused its efforts on seeking a business opportunity. We will attempt to locate
and negotiate with a business entity for the merger of that target company into
us. In certain instances, a target company may wish to become a subsidiary of us
or may wish to contribute assets to us rather than merge. No assurances can be
given that we will be successful in locating or negotiating with any target
company. We will provide a method for a foreign or domestic private company to
become a reporting ("public") company whose securities are qualified for trading
in the United States secondary market.

Perceived Benefits

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

     o    the ability to use registered securities to make acquisitions of
          assets or businesses;

     o    increased visibility in the financial community;

     o    the facilitation of borrowing from financial institutions;

     o    improved trading efficiency;

     o    shareholder liquidity;


                                       1
<PAGE>
     o    greater ease in subsequently raising capital;

     o    compensation of key employees through stock options;

     o    enhanced corporate image;

     o    a presence in the United States capital market

Potential Target Companies

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

     o    a company for which a primary purpose of becoming public is the use of
          its securities for the acquisition of assets or businesses;

     o    a company which is unable to find an underwriter of its securities or
          is unable to find an underwriter of securities on terms acceptable to
          it;

     o    a company which wishes to become public with less dilution of its
          common stock than would occur upon an underwriting;

     o    a company which believes that it will be able to obtain investment
          capital on more favorable terms after it has become public;

     o    a foreign company which may wish an initial entry into the United
          States securities market;

     o    a special situation company, such as a company seeking a public market
          to satisfy redemption requirements under a qualified Employee Stock
          Option Plan;

     o    a company seeking one or more of the other perceived benefits of
          becoming a public company.

     A business combination with a target company will normally involve the
transfer to the target company of the majority of the issued and outstanding
common stock of our company, and the substitution by the target company of its
own management and board of directors. No assurances can be given that we will
be able to enter into a business combination, as to the terms of a business
combination, or as to the nature of the target company.

Competition

     We will remain an insignificant participant among the firms which engage in
the acquisition of business opportunities. There are many established venture
capital and financial concerns that have significantly greater financial and
personnel resources and technical expertise than us. In view of our combined
extremely limited financial resources and limited management availability, we
will continue to be at a significant competitive disadvantage compared to our
competitors.

Item 1A. Risk Factors

Cautionary Statements Regarding Future Results of Operations

     You should read the following cautionary statements in conjunction with the
factors discussed elsewhere in this and other of our filings with the Securities
and Exchange Commission (SEC) and in materials incorporated by reference in
these filings. These cautionary statements are intended to highlight certain
factors that may affect our financial condition and results of operations and
are not meant to be an exhaustive discussion of risks that apply to companies
like ours. Like other companies, we are susceptible to macroeconomic downturns
in the United States or abroad that may affect the general economic climate and
our performance.

                                       2
<PAGE>

No operating history or revenue and minimal assets.

     We have very limited operating history and no revenues or earnings from
operations. There are no significant assets or financial resources. We will, in
all likelihood, sustain operating expenses without corresponding revenues, at
least until the consummation of a business combination. This may result in our
incurring a net operating loss which will increase continuously until we can
consummate a business combination with a target company. There is no assurance
that we can identify such a target company and consummate such a business
combination.

Speculative nature of our proposed operations.

     The success of our proposed plan of operation will depend to a great extent
on the operations, financial condition and management of the identified target
company. While our management would prefer business combinations with entities
having established operating histories, there can be no assurance that we will
be successful in locating candidates meeting such criteria. In the event that we
complete a business combination, of which there can be no assurance, the success
of our operations will be dependent upon the management of the target company
and numerous other factors beyond our control.

Scarcity of and competition for business opportunities and combinations.

     We are and will continue to be an insignificant participant in the business
of seeking mergers with and acquisitions of business entities. A large number of
established and well-financed entities, including venture capital firms, are
active in mergers and acquisitions of companies which maybe merger or
acquisition target candidates for us. Nearly all such entities have
significantly greater financial resources, technical expertise and managerial
capabilities than us and, consequently, we will be at a competitive disadvantage
in identifying possible business opportunities and successfully completing a
business combination. Moreover, we will also compete with numerous other small
public companies in seeking merger or acquisition candidates.

No agreement for business combination or other transaction - - No standards for
business combination.

     We have no current arrangement, agreement or understanding with respect to
engaging in a merger with or acquisition of a specific business entity. There
can be no assurance that we will be successful in identifying and evaluating
suitable business opportunities or in concluding a business combination. Our
management has not identified any particular industry or specific business
within an industry for evaluation by us. There is no assurance that we will be
able to negotiate a business combination on terms favorable to us. We have not
established a specific length of operating history or a specified level of
earnings, assets, net worth or other criteria which we would require a target
company to have achieved, or without which we would not consider a business
combination with such business entity. Accordingly, we may enter into a business
combination with a business entity having no significant operating history,
losses, limited or no potential for immediate earnings, limited assets, negative
net worth or other negative characteristics.

Continued management control, limited time availability.

     While seeking a business combination, management anticipates devoting only
a limited amount of time per month to our business. Our officers have not
entered into a written employment agreement with us and are not expected to do
so in the foreseeable future. We have not obtained key man life insurance on any
of our officers or directors. Notwithstanding the combined limited experience
and time commitment of our management, loss of the services of these individuals
would adversely affect development of our business and its likelihood of
continuing operations.

Conflicts of interest - - General.

     Our officers and directors participate in other business ventures which may
compete directly with us. We have an unwritten policy that we will not acquire
or merge with a business or company in which our management or their affiliates
or associates directly or indirectly have a controlling interest. Our management
is not aware of any circumstances under which the foregoing policy will be
changed and our management, through their own initiative, will not change said
policy. Refer to "ITEM 13. Certain Relationships and Related Transactions, and
Director Independence."

                                       3
<PAGE>
Reporting requirements may delay or preclude acquisitions.

     Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act")
requires companies subject thereto to provide certain information about
significant acquisitions including certified financial statements for the
company acquired covering one or two years, depending on the relative size of
the acquisition. The time and additional costs that may be incurred by some
target companies to prepare such financial statements may significantly delay or
essentially preclude consummation of an otherwise desirable acquisition by us.
Acquisition prospects that do not have or are unable to obtain the required
audited statements may not be appropriate for acquisition so long as the
reporting requirements of the Exchange Act are applicable.

Lack of market research or marketing organization.

     We have neither conducted, nor have others made available to us, market
research indicating that demand exists for the transactions contemplated by us.
Even in the event demand exists for a merger or acquisition of the type
contemplated by us, there is no assurance that we would be successful in
completing any such business combination.

Lack of diversification.

     Our proposed operations, even if successful, will in all likelihood result
in us engaging in a business combination with only one business entity.
Consequently, our activities will be limited to those engaged in by the business
entity which we merge with or acquire. Our inability to diversify our activities
into a number of areas may subject us to economic fluctuations within a
particular business or industry and therefore increase the risks associated with
our operations.

Regulation under Investment Company Act.

     Although we will be subject to regulation under the Exchange Act,
management believes we will not be subject to regulation under the Investment
Company Act of 1940, as amended (the "Investment Company Act"), since we will
not be engaged in the business of investing or trading in securities. If we
engage in business combinations which result in our holding passive investment
interests in a number of entities, we could be subject to regulation under the
Investment Company Act. If so, we would be required to register as an investment
company and could be expected to incur significant registration and compliance
costs. We have obtained no formal determination from the Securities and Exchange
Commission as to our status under the Investment Company Act and, consequently,
any violation of such Act could subject us to material adverse consequences.

Probable change in control and management.

     A business combination involving the issuance of our common stock will, in
all likelihood, result in shareholders of a target company obtaining a
controlling interest in us. Any such business combination may require our
shareholders to sell or transfer all or a portion our common stock held by them.
The resulting change in control of us will likely result in removal of our
present officers and directors and a corresponding reduction in or elimination
of their participation in our future affairs. Currently, there are no pending
acquisitions, business combinations or mergers.

Reduction of percentage share ownership following business combination.

     Our primary plan of operation is based upon a business combination with a
business entity which, in all likelihood, will result in us issuing securities
to shareholders of such business entity. The issuance of previously authorized
and unissued common stock of us would result in a reduction in percentage of
shares owned by our present shareholders and would most likely result in a
change in control or management of us.

Taxation.

     Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination that we may undertake. Currently,
such transactions may be structured so as to result in tax-free treatment to
both companies, pursuant to various federal and state tax provisions. We intend
to structure any business combination so as to minimize the federal and state
tax consequences to both us and the target company; however, there can be no
assurance that such business combination will meet the statutory requirements of
a tax-free reorganization or that the parties will obtain the intended tax-free
treatment upon a transfer of stock or assets. A non-qualifying reorganization
could result in the imposition of both federal and state taxes which may have an
adverse effect on both parties to the transaction.

                                       4
<PAGE>
Requirement of audited financial statements may disqualify business
opportunities.

     Our management will request that any potential business opportunity provide
audited financial statements. One or more attractive business opportunities may
choose to forego the possibility of a business combination with us rather than
incur the expenses associated with preparing audited financial statements. In
such case, we may choose to obtain certain assurances as to the target company's
assets, liabilities, revenues and expenses prior to consummating a business
combination, with further assurances that an audited financial statement would
be provided after closing of such a transaction. Closing documents relative
thereto may include representations that the audited financial statements will
not materially differ from the representations included in such closing
documents.

Restriction on Rule 144 sales for a "blank check "company may discourage
potential business combinations.

     Effective February 15, 2008, the U. S. Securities and Exchange Commission
(the "SEC") approved amendments to Rule 144 of the Securities Act of 1933 ("Rule
144"). The amended rules include new treatment for the sale of shares of a
"shell company' which includes a "blank check" company and applies to us. Under
the amended rules, Rule 144 cannot be relied upon for the resale of restricted
or unrestricted securities originally issued by a shell company or an issuer
that at any time has been a shell company unless (i) the issuer has ceased to be
a shell company; (ii) the issuer is subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act and has filed all required reports
during the 12 months preceding the Rule 144 sale and (iii) at least one year has
elapsed from the time that the issuer filed current Form 10 type information
with the SEC reflecting that the entity is no longer a shell company.

     The foregoing restrictions on the use of Rule 144 for the sale of
securities issued by a shell company may reduce the attractiveness of us as a
business combination candidate and accordingly, there may be more limited
potential business opportunities that are willing to enter into a business
combination with any company that is currently or in the last year has been a
shell company, including us.

Compliance with changing corporate governance regulations and public disclosures
may result in additional risks and exposures.

     Changing laws, regulations and standards relating to corporate governance
and public disclosure, including the Sarbanes-Oxley Act of 2002 and new
regulations from the SEC, have created uncertainty for public companies such as
ours. These laws, regulations, and standards are subject to varying
interpretations in many cases and as a result, their application in practice may
evolve over time as new guidance is provided by regulatory and governing bodies.
This could result in continuing uncertainty regarding compliance matters and
higher costs necessitated by ongoing revisions to disclosure and governance
practices. As a result, our efforts to comply with evolving laws, regulations,
and standards have resulted in, and are likely to continue to result in,
increased expenses and significant management time and attention.

The current crisis in global credit and financial markets could materially and
adversely affect our business.

     As has been widely reported, global credit and financial markets have been
experiencing extreme disruptions in recent months, including severely diminished
liquidity and credit availability, declines in consumer confidence, declines in
economic growth, increases in unemployment rates, and uncertainty about economic
stability. There can be no assurance that there will not be further
deterioration in credit and financial markets and confidence in economic
conditions. These economic uncertainties affect businesses such as ours in a
number of ways, making it difficult to accurately forecast and plan our future
business activities. The current tightening of credit in financial markets and
the general economic downturn has led consumers and businesses to postpone
spending, which has caused uncertainty in our possible merger candidates. We are
unable to predict the likely duration and severity of the current disruptions in
the credit and financial markets and adverse global economic conditions and if
the current uncertain economic conditions continue or further deteriorate our
business and results of operations could be materially and adversely affected.

Item 1B. Unresolved Staff Comments

     None.

                                       5
<PAGE>

Item 2. Properties

     We currently have no properties and at this time no agreements to acquire
any properties. We currently use the offices of Mr. Robert Lazzeri, our
President and a member of our board of directors which are located at 2560 W.
Main Street, Suite 200, Littleton, Colorado 80120. In the fourth quarter of
2006, we began accruing $1,500 per month reimbursement for out-of-pocket
expenses such as telephone, postage and supplies and administrative support to a
company controlled by a stockholder of ours.

Item 3 Legal Proceedings.

     We are not currently involved in any legal proceedings and no such
proceedings are known by us to be threatened or contemplated against us.

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

     No matters were submitted to security holders for a vote during the quarter
ended December 31, 2008.





                                       6
<PAGE>

                                     PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities

     We received a listing on the Pink Sheets under the symbol "NBMF" in
February 2007 and moved to the OTC Bulletin Board in August 2007. To date, our
stock has been thinly traded.

Holders

     As of March 27, 2009, we had approximately 112 holders of record of our
common stock.

Dividends

     We have not paid, nor declared, any dividends since our inception and do
not intend to declare any such dividends in the foreseeable future. Our ability
to pay dividends is subject to limitations imposed by Nevada law. Under Nevada
law, dividends may be paid to the extent that a corporation's assets exceed its
liabilities and it is able to pay its debts as they become due in the usual
course of business.

Item 6. Selected Financial Data

     As a "smaller reporting company" as defined by Item 10 of Regulation S-K,
we are not required to provide this information.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

     You should read the following discussion and analysis in conjunction with
our financial statements, including the notes thereto contained in this report.
This discussion contains forward-looking statements that involve risks,
uncertainties and assumptions. Our actual results may differ materially from
those anticipated in these forward-looking statements as a result of a variety
of certain factors, including those set forth under "Risk Factors" and elsewhere
in this report.

Overview

     NB Manufacturing, Inc. was incorporated on September 19, 2001 in the state
of Nevada as a stipulation in the Final Decree in Bankruptcy of New Bridge
Products, Inc. with the purpose of providing manufacturing services to New
Bridge Products, Inc.

     Currently, we are in the development stage and have not yet realized any
revenues from our planned operations. Our business plan is to evaluate structure
and complete a merger with, or acquisition of, prospects consisting of private
companies, partnerships or sole proprietorships.

     We have no particular acquisition in mind and are not currently in
negotiations regarding such an acquisition. Our management anticipates seeking
out a target company through solicitation. Such solicitation may include
newspaper or magazine advertisements, mailings and other distributions to law
firms, accounting firms, investment bankers, financial advisors and similar
persons, the use of one or more World Wide Web sites and similar methods. No
estimate can be made as to the number of persons who will be contacted or
solicited. Management may engage in such solicitation directly or may employ one
or more other entities to conduct or assist in such solicitation.

     Our management and its affiliates may pay referral fees to consultants and
others who refer target businesses for mergers into public companies in which
our management and its affiliates have an interest. Payments are made if a
business combination occurs, and may consist of cash or a portion of the stock
in the company retained by management and its affiliates, or both.

     We currently have no full time employees. Our President has agreed to
allocate a portion of his time to our activities without compensation. The
President anticipates that our business plan can be implemented by his devoting
no more than 40 hours per month to our business affairs and, consequently,
conflicts of interest may arise with respect to the limited time commitment by
such officer.


                                       7
<PAGE>
General Business Plan

     Our purpose is to seek, investigate and, if such investigation warrants,
acquire an interest in a business entity which desires to seek the perceived
advantages of a corporation which has a class of securities registered under the
Exchange Act. We will not restrict its search to any specific business,
industry, or geographical location and we may participate in a business venture
of virtually any kind or nature. Our management anticipates that it will be able
to participate in only one potential business venture because of our nominal
assets and limited financial resources.

     The analysis of new business opportunities will be undertaken by, or under
the supervision of, our officers and directors, who are not professional
business analysts. In analyzing prospective business opportunities, our
management may consider such matters as the available technical, financial and
managerial resources; working capital and other financial requirements; history
of operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the company; the
potential for growth or expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, or trades; name
identification; and other relevant factors. This discussion of the proposed
criteria is not meant to be restrictive of our virtually unlimited discretion to
search for and enter into potential business opportunities.

     The Exchange Act requires that any merger or acquisition candidate comply
with certain reporting requirements, which include providing audited financial
statements to be included in the reporting filings made under the Exchange Act.
We will not acquire or merge with any company for which audited financial
statements cannot be obtained at or within a reasonable period of time after
closing of the proposed transaction.

     We may enter into a business combination with a business entity that
desires to establish a public trading market for its shares. A target company
may attempt to avoid what it deems to be adverse consequences of undertaking its
own public offering by seeking a business combination with us. Such consequences
may include, but are not limited to, time delays of the registration process,
significant expenses to be incurred in such an offering, loss of voting control
to public shareholders or the inability to obtain an underwriter or to obtain an
underwriter on satisfactory terms. We will not restrict our search for any
specific kind of business entities, but may acquire a venture that is in its
preliminary or development stage, which is already in operation, or in
essentially any stage of its business life. It is impossible to predict at this
time the status of any business in which we may become engaged, in that such
business may need to seek additional capital, may desire to have its shares
publicly traded, or may seek other perceived advantages which we may offer. Our
management, which in all likelihood will not be experienced in matters relating
to the business of a target company, will rely upon its own efforts in
accomplishing our business purposes.

     Outside consultants or advisors may be utilized by us to assist in the
search for qualified target companies. If we do retain such an outside
consultant or advisor, any cash fee earned by such person will need to be
assumed by the target company, as we have limited cash assets with which to pay
such obligation.

     Following a business combination we may benefit from the services of others
in regard to accounting, legal services, underwritings and corporate public
relations. If requested by a target company, our management may recommend one or
more underwriters, financial advisors, accountants, public relations firms or
other consultants to provide such services. A potential target company may have
an agreement with a consultant or advisor providing that services of the
consultant or advisor be continued after any business combination. Additionally,
a target company may be presented to us only on the condition that the services
of a consultant or advisor be continued after a merger or acquisition. Such
preexisting agreements of target companies for the continuation of the services
of attorneys, accountants, advisors or consultants could be a factor in the
selection of a target company.


                                       8
<PAGE>
Acquisition of Opportunities

     In implementing a structure for a particular business acquisition, we may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a transaction,
it is likely that our present management and shareholders will no longer be in
control of us. In addition, it is likely that our officers and directors will,
as part of the terms of the acquisition transaction, resign and be replaced by
one or more new officers and directors. It is anticipated that any securities
issued in any such reorganization would be issued in reliance upon exemption
from registration under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of its transaction, we may agree
to register all or a part of such securities immediately after the transaction
is consummated or at specified times thereafter. If such registration occurs, of
which there can be no assurance, it will be undertaken by the surviving entity
after we have entered into an agreement for a business combination or have
consummated a business combination and we are no longer considered a blank check
company. The issuance of additional securities and their potential sale into any
trading market which may develop in our securities may depress the market value
of our securities in the future if such a market develops, of which there is no
assurance. While the terms of a business transaction to which we may be a party
cannot be predicted, it is expected that the parties to the business transaction
will desire to avoid the creation of a taxable event and thereby structure the
acquisition in a "tax-free" reorganization under Sections 351 or 368 of the
Internal Revenue Code of 1986, as amended (the "Code"). With respect to any
merger or acquisition negotiations with a target company, our management expects
to focus on our percentage which target company shareholders would acquire in
exchange for their shareholdings in the target company. Depending upon, among
other things, the target company's assets and liabilities, our shareholders will
in all likelihood hold a substantially lesser percentage ownership interest in
us following any merger or acquisition. The percentage of ownership may be
subject to significant reduction in the event we acquire a target company with
substantial assets. Any merger or acquisition effected by us can be expected to
have a significant dilutive effect on the percentage of shares held by our
shareholders at such time. We will participate in a business opportunity only
after the negotiation and execution of appropriate agreements. Although the
terms of such agreements cannot be predicted, generally such agreements will
require certain representations and warranties of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by the parties prior to and after such
closing and will include miscellaneous other terms.

     We will not acquire or merge with any entity which cannot provide audited
financial statements at or within a reasonable period of time after closing of
the proposed transaction. We are subject to all of the reporting requirements
included in the Exchange Act. Included in these requirements is our duty to file
audited financial statements as part of the Form 8-K to be filed with the
Securities and Exchange Commission upon consummation of a merger or acquisition,
as well as our audited financial statements included in the annual report on
Form 10-K. If such audited financial statements are not available at closing, or
within time parameters necessary to insure our compliance with the requirements
of the Exchange Act, or if the audited financial statements provided do not
conform to the representations made by the target company, the closing documents
may provide that the proposed transaction will be voidable at the discretion of
our present management.

Results of Operations

For year ended December 31, 2008, compared the year ended December 31, 2007.

     Revenue.   No operating revenues were generated during the year ended
December 31, 2008 and December 31, 2007.

     Operating Expenses.   Total operating expenses were $38,041 and $34,201,
respectively for the year ended December 31, 2008 and for the year ended
December 31, 2007. Operating expenses consisted of professional, management and
filing fees.

     Other Expenses.   Total other expenses were $1,740 and $0, respectively and
for year ended December 31, 2008 and for the year ended December 31, 2007. On
July 10, 2008 we entered into a Revolving Credit Agreement with an executive
officer and director of our Company resulting in a loan fee expense of $1,000
and interest expense of $740.

For year ended December 31, 2007, compared the year ended December 31, 2006.

     Revenue.   No operating revenues were generated during the year ended
December 31, 2007 and December 31, 2006.

     Operating Expenses.   Total operating expenses were $34,201 and $9,915,
respectively for the year ended December 31, 2007 and for the year ended
December 31, 2006. Operating expenses consisted of professional, management and
filing fees.

Liquidity and Capital Resources

     As of December 31, 2008, we had $3,439 in cash and cash equivalents and a
working capital deficit of $26,996.

     On April 30, 2007 we sold 200,000 unregistered shares of our common stock,
par value $.0001, to Underwood Family Partners, Ltd., ("Underwood") an
accredited investor for a total purchase price of $50,000.


                                       9
<PAGE>
    On April 4, 2008, we borrowed $8,000 from Inverness Investments, Inc., a
company controlled by one of our stockholders, evidenced by an unsecured Demand
Promissory Note (the "Note"). The Note accrues interest at 7% per annum on the
unpaid balance and all principal and accrued but unpaid interest is payable in
full on demand. As of December 31, 2008, interest of $416 has accrued.

    On July 10, 2008, we entered into a Revolving Credit Agreement with the
Lazzeri Family Trust whose Trustee is Robert Lazzeri, our President and a member
of our board of directors, to borrow up to $250,000, evidenced by an unsecured
Revolving Loan Note. All amounts borrowed pursuant to the Revolving Credit
Agreement accrue interest at 7% per annum and all principal and accrued but
unpaid interest is payable in full on demand. As of December 31, 2008, $15,000
was borrowed under this agreement with $324 of interest accrued.

    While future operating activities are expected to be funded by the Revolving
Credit Agreement our request for funds under the Revolving Credit Agreement are
not guaranteed and in the event that such future operating activities are not
funded pursuant to the Revolving Credit Agreement, additional sources of funding
would be required to continue operations. There is no assurance that we could
raise working capital or if any capital would be available at all.

Off-Balance Sheet Items

     We have no off-balance sheet items as of December 31, 2008.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

     As a "smaller reporting company" as defined by Item 10 of Regulation S-K,
we are not required to provide this information.

Item 8. Financial Statements and Supplementary Data

Index to Financial Statements

     Report of Independent Registered Public Accounting Firm              F-1
     Balance Sheets as of December 31, 2008 and 2007                      F-2
     Statements of Operations for the years ended
          December 31, 2008, 2007 and from September 19, 2001
         (Date of Inception) through December 31, 2008                    F-3
     Statements of Changes in Stockholders' Equity (Deficit)
         for the years ended December 31, 2008 and 2007                   F-4
     Statements of Cash Flows for the Years Ending
         December 31, 2008, 2007 and from September 19, 2001
        (Date of Inception) through December 31, 2008                     F-5
     Notes to Financial Statements                                        F-6


Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure

     We have had no disagreements with our accountants.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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


                                       10
<PAGE>
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 Rules 13a-15(c) and (d)
of the Exchange Act. Our internal controls are designed to provide reasonable
assurance that the reported financial information is presented fairly, financial
disclosures are adequate and that the judgments inherent in the preparation of
financial statements are reasonable and in accordance with generally accepted
accounting principles of the United States of America (GAAP). Because of its
inherent limitations, a system of internal control over financial reporting can
provide only reasonable assurance and may not prevent or detect misstatements.
Therefore, even those systems determined to effective can provide only
reasonable assurance with respect to the financial statement preparation and
presentation. Further, because of changes in conditions, effectiveness of
internal control over financial reporting may vary over time. Management
conducted its evaluation of the effectiveness of our internal controls over
financial reporting based on the framework set forth by the Committee of
Sponsoring Organizations (COSO) of the Treadway Commission. Based on this
evaluation, we concluded that our internal control over financial reporting was
effective as of December 31, 2008.

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

Changes in Internal Control over Financial Reporting

    There have been no changes in our internal control over financial reporting
during the latest fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

     None.



                                       11
<PAGE>



                                    PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

     The following sets forth certain information regarding each of our
directors and executive officers:

   Name                Age    Position                           Director or
                                                                 Officer Since
   ----------------- -------- ---------------------------------- ---------------
   Robert Lazzeri      47     President and Director             December 2006
   Derold L. Kelley    52     Secretary/Treasurer and Director   September 2001


     All officers hold their positions at the will of the Board of Directors.
All directors hold their positions for one year or until their successors are
elected and qualified.

     The following is a summary of our directors' and executive officers'
business experience.

     Robert Lazzeri. President and Director. Mr. Lazzeri, is a private investor
and business executive. From August 2006 to the present, Mr. Lazzeri has been a
Principal with Inverness Investments, Inc., a privately-held financial
consulting company in Littleton, Colorado. From February 2003 to January 2007,
Mr. Lazzeri was a Managing Member of Black Diamond Industries, LLC, a
privately-held investment company. From October 1989 to October 1999 Mr. Lazzeri
was a Partner and Senior Vice President with Daniels & Associates' investment
banking group in Denver, Colorado. From 1983 to 1989 Mr. Lazzeri worked for five
years with a "Big Eight" Public Accounting firm and then in Corporate Finance
for a private company. Mr. Lazzeri graduated with a Bachelor of Science degree
in Accounting from the University of Colorado. He is a CPA.

      In addition to his experience noted above, Mr. Lazzeri has been involved
with the following publicly reporting companies: From November 2007 to present,
Mr. Lazzeri has been the President and a Director of Princeton Acquisitions,
Inc. From May 2007 to April 2008, Mr. Lazzeri was President and a Director of NB
Design & Licensing, Inc. From December 2006 to present, Mr. Lazzeri has been an
Executive Officer and Director of Birch Branch, Inc. From October 1999 to April
2002 Mr. Lazzeri was Chief Executive Officer and Director of PentaStar
Communications, Inc.

     Derold L. Kelley. Secretary/Treasurer and Director. From 1978 until his
honorable discharge in 1984, Mr. Kelley was in the United States Air Force. From
1984, through December 2001 Mr. Kelley has been a founder and an executive
officer of New Bridge Manufacturing Inc. and it's prior corporation Care
Concepts, Inc, responsible for supervising the Company's production facilities.
Mr. Kelley served as a director and secretary until the company ceased
operations in 2001. From 2001 until 2002 Mr. Kelley was involved in private
investing for his own account. In 2002 Mr. Kelley was a founder of On Line Pest
Control and served as it's president until July 2005, when Mr. Kelley formed Are
You Bugged Inc. where he continues to serve as it's president. From September
2007 to April 2008, Mr. Kelley was a Director for NB Design Licensing. Mr.
Kelley continues to devote his time as required to NB Manufacturing to perform
his duties.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, officers and holders of more than ten percent of our common stock to
file with the Securities and Exchange Commission initial reports of ownership
and reports of changes in ownership of our common stock and other equity
securities. We believe that during and for the fiscal year ended December 31,
2008, our officers, directors and greater than ten percent beneficial owners
complied with all Section 16(a) filing requirements.

Code of Ethics

     We have not adopted a Code of Business Conduct and Ethics that applies to
our principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions. Given
the nature of our business, our limited stockholder base and current composition
of management, the board of directors does not believe that we require a code of
ethics at this time. The board of directors takes the position that management
of a target business will adopt a code of ethics that will be suitable for its
operations after we consummate a business combination.


                                       12
<PAGE>
Nominating Committee

     We have not adopted any procedures by which security holders may recommend
nominees to our board of directors.

Audit Committee

     The board of directors has not established an audit committee nor adopted
an audit committee charter, rather, the entire board of directors serves the
functions of an audit committee. Given the nature of our business, our limited
stockholder base and current composition of management, the board of directors
does not believe that we require an audit committee at this time. The board of
directors takes the position that management of a target business will establish
an audit committee and adopt an audit committee charter that will be suitable
for its operations after we consummate a business combination.

Item 11. Executive Compensation

Compensation Discussion and Analysis

     Our officers and directors do not receive any compensation for services
rendered, have not received such compensation in the past, and are not accruing
any compensation pursuant to any agreement with our Company. Our officers and
directors are reimbursed for expenses incurred on our behalf. Our officers and
directors will not receive any finder's fee as a result of their efforts to
implement the business plan outlined herein. However, our officers and directors
anticipate receiving benefits as beneficial shareholders of our common stock.

     We have not adopted any retirement, pension, profit sharing, stock option
or insurance programs or other similar programs for the benefit of our
employees.

Employment Contracts

     There are no employment contracts between the Company and any of its
officers or directors.

Post-Employment Compensation, Pension Benefits, Nonqualified Deferred
Compensation

     There were no post-employment compensation, pension or nonqualified
deferred compensation benefits earned by the executive officers during the year
ended December 31, 2008.

Director Compensation

     The director's received no compensation during the year ended December 31,
2008.


Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain information with respect to the
ownership of our Common Stock as of the March 27, 2008, by (i) each person who
is known by us to own of record or beneficially more than 5% of our Common
Stock, (ii) each of our directors and officers. Unless otherwise indicated, the
stockholders listed in the table have sole voting and investment powers with
respect to the shares of Common Stock.


                                       13
<PAGE>




                                                                   Percent
                                                Number of         Ownership
              Name and Address                   Shares          Common (1)
   ----------------------------------------   --------------    --------------
   ----------------------------------------   --------------    --------------
   Robert Lazzeri                                     7,300              0.5%
   President and Director
   2560 W. Main Street, Suite 200
   Littleton, CO 80123

   Lazzeri Family Trust,                            320,000             22.9%
   Robert Lazzeri, Trustee (2)
   2560 W. Main Street, Suite 200
   Littleton, CO 80123

   Derold L Kelley                                   11,459              0.8%
   Secretary/Treasurer and Director
   3410 W. Glendale Ave., Suite D
   Phoenix, AZ 85051
                                              --------------    --------------
   All officers and directors as a group            338,759             24.2%
   (2 persons)

   EARNCO M.P.P.P (3)                               304,000             21.7%
   2560 W. Main Street, Suite 200
   Littleton, CO 80123

   Mathis Family Partners, LTD (3)                  376,000             26.9%
   2560 W. Main Street, Suite 200
   Littleton, CO 80123

   Underwood Family Partners, LTD                   100,000              7.1%
   5 Eagle Pointe Lane
   Castle Rock, CO 80108

   Battersea Capital Inc.                           100,000              7.1%
   P.O. Box 153
   Santa Monica, CA 90403


(1)  Percentages are rounded to the nearest one-tenth of one percent.
     Percentages are based on 1,400,028 shares of common stock outstanding.

(2)  Includes shares that are controlled by Robert Lazzeri.

(3)  Includes shares that are controlled by Earnest Mathis, Jr.


Item 13. Certain Relationships and Related Transactions, and Director
Independence

Related Party Transactions

     We currently utilize the offices of Mr. Robert Lazzeri our President and a
member of our board of directors, accruing $1,500 per month reimbursement for
out-of-pocket expenses such as telephone, postage and supplies and
administrative support to a company controlled by one of our stockholders. We
paid a total of $18,000 in each of the years ended December 31, 2008 and 2007.
Mr. Lazzeri has agreed to continue this arrangement until we complete an
acquisition or merger.

    On April 4, 2008, we borrowed $8,000 from Inverness Investments, Inc., a
company controlled by one of our stockholders, evidenced by an unsecured Demand
Promissory Note (the "Note"). The Note accrues interest at 7% per annum on the
unpaid balance and all principal and accrued but unpaid interest is payable in
full on demand.


                                       14
<PAGE>
    On July 10, 2008, we entered into a Revolving Credit Agreement with the
Lazzeri Family Trust whose Trustee is Robert Lazzeri, our President and a member
of our board of directors, to borrow up to $250,000, evidenced by an unsecured
Revolving Loan Note. All amounts borrowed pursuant to the Revolving Credit
Agreement accrue interest at 7% per annum and all principal and accrued but
unpaid interest is payable in full on demand. In connection with and as a loan
fee for the foregoing unsecured credit facility, Lazzeri received 200,000
unregistered shares of the Company's common stock shares valued at $1,000.

Conflicts of Interest

     Mr. Lazzeri will be responsible for seeking, evaluating, negotiating and
consummating a business combination with a target company which may result in
terms providing benefits to Mr. Lazzeri. Demands may be placed on the time of
Mr. Lazzeri which will detract from the amount of time he is able to devote to
us. Mr. Lazzeri intends to devote as much time to our activities as required.
However, should such a conflict arise, there is no assurance that Mr. Lazzeri
would not attend to other matters prior to those of us. Mr. Lazzeri projects
that initially up to 40 hours per month of his time may be spent locating a
target company which amount of time would increase when the analysis of, and
negotiations and consummation with, a target company are conducted. Mr. Lazzeri
currently owns or controls 327,300 shares of our common stock which represents
23.4% of our total issued and outstanding shares and is our President and a
member of our board of directors. At the time of a business combination, our
management expects that some or all of the shares of Common Stock owned by Mr.
Lazzeri will be purchased by the target company or retired by us. The amount of
Common Stock sold or continued to be owned by Mr. Lazzeri cannot be determined
at this time. The terms of business combination may include such terms as Mr.
Lazzeri remaining a director or officer of the Company. The terms of a business
combination may provide for a payment by cash or otherwise to Mr. Lazzeri for
the purchase of all or part of his common stock of the Company by a target
company or for services rendered incident to or following a business
combination. Mr. Lazzeri would directly benefit from such employment or payment.
Such benefits may influence Mr. Lazzeri choice of a target company. We may agree
to pay finder's fees, as appropriate and allowed, to unaffiliated persons who
may bring a target company to us where that reference results in a business
combination. No finder's fee of any kind will be paid by us to management or
promoters of us or to their associates or affiliates. No loans of any type have,
or will be, made by us to management or promoters of us or to any of their
associates or affiliates. We will not enter into a business combination, or
acquire any assets of any kind for its securities, in which management or
promoters of us or any affiliates or associates have any interest, direct or
indirect.

     Our management has adopted certain policies involving possible conflicts of
interest, including prohibiting any of the following transactions involving
management, promoters, shareholders or their affiliates: (i) Any lending by us
to such persons; (ii) The issuance of any additional securities to such persons
prior to a business combination except for fair and adequate payment; (iii) The
entering into any business combination or acquisition of assets in which such
persons have any interest, direct or indirect; or (iv) The payment of any
finder's fees to such persons. These policies have been adopted by our Board of
Directors, and any changes in these provisions require the approval of the Board
of Directors. Our management does not intend to propose any such action and does
not anticipate that any such action will occur. There are no binding guidelines
or procedures for resolving potential conflicts of interest. Failure by our
management to resolve conflicts of interest in favor of us could result in
liability of our management to us. However, any attempt by shareholders to
enforce a liability of our management to us would most likely be prohibitively
expensive and time consuming.

Director Independence

     We have not established our own definition for determining whether our
directors and nominees for directors are "independent" nor have we adopted any
other standard of independence employed by any national securities exchange or
inter-dealer quotation system.

     Our current management cannot predict whether incoming management of a
target business upon the consummation of a business combination, if such
transaction occurs, will adopt a definition of "independence" or establish any
committees of the board, such as an audit committee, a compensation committee or
nominating committee.


                                       15
<PAGE>
Item 14. Principal Accounting Fees and Services

Audit Fees

     We paid Weaver & Martin, LLC a total of $5,125 and $3,325, respectively for
fiscal year ended December 31, 2008 and 2007 for professional services rendered
for the audit of our annual financial statements, the reviews of financial
statements included in our Forms 10-KSB and 10-Q and for any other services that
are normally provided by our independent auditors in connection with our
statutory and regulatory filings or engagements.

Audit Related Fees

     There were no fees billed for services reasonably related to the
performance of the audit or review of our financial statements outside of those
fees disclosed above under "Audit Fees" for fiscal years 2008 and 2007.

Tax Fees

     For the Company's fiscal year ended December 31, 2008 and 2007, we were not
billed for professional services rendered for tax compliance, tax advice and tax
planning, as these services were provided as part of the administrative support
reimbursement provided by a company controlled by one of our stockholders.

All Other Fees

     None.

Audit Committee's Pre-Approval Process

     We have not established an audit committee nor adopted an audit committee
charter. Rather, it is the responsibility of the entire board of directors to
serve the functions of an audit committee and to pre-approve all audit and
permitted non-audit services to be performed by the independent auditors, such
approval to take place in advance of such services when required by law,
regulation or rule, subject to the de minimis exceptions for non-audit services
described in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934 that
are approved by the board prior to the completion of the audit.



                                       16
<PAGE>



                                     PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this annual report on Form
10-K:

1)   Financial Statements:

     Reports of Independent Registered Public Accounting Firm

     Balance Sheets at December 31, 2008 and 2007

     Statements of Operations for years ended December 31, 2008, 2007 and from
     September 19, 2001 (date of inception) through December 31, 2008

     Statements of Changes in Stockholders' Equity (Deficit) for the years ended
     December 31, 2008 and 2007

     Statements of Cash Flows for the years ended December 31, 2008, 2007 and
     from September 19, 2001 (date of inception) through December 31, 2008

     Notes to Financial Statements

2)   Financial Statement Schedule:

     We are not filing separately financial statement schedules because of the
     absence of conditions under which they are required or because the required
     information is included in the financial statements or the related notes.

3)   Exhibits:

     The documents set forth below are filed herewith or incorporated herein by
     reference to the location indicated.


Exhibit No.    Description
-----------    ----------------------------------------------------------------

  3.1          Articles of Incorporation, incorporated by reference to Exhibit
               3.01 filed with Form 10-SB12G filed June 8, 2007

  3.2          By-laws, incorporated by reference to Exhibit 3.05 files with
               Form 10-SB12G filed June 8, 2007

  10.1         Demand Promissory Note with Inverness Investments, Inc.,
               incorporated by reference to Exhibit 99.1 filed with Form 8-K
               filed July 18, 2008

  10.2         Revolving Credit Agreement, incorporated by reference to Exhibit
               99.2 filed with Form 8-K filed July 18, 2008

  10.3         Revolving Loan Note, incorporated by reference to Exhibit 99.3
               filed with Form 8-K filed July 18, 2008

  31.1         Certification of Company's Chief Executive Officer pursuant to
               Section 302 of the Sarbanes-Oxley Act of 2002

  31.2         Certification of Company's Chief Financial Officer pursuant to
               Section 302 of the Sarbanes-Oxley Act of 2002

  32.1         Certification of Company's Chief Executive Officer pursuant to 18
               U.S.C. Section 1350 as adopted pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002

  32.2         Certification of Company's Chief Financial Officer pursuant to 18
               U.S.C. Section 1350 as adopted pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002



                                       17

<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on March 27, 2009.

                                NB MANUFACTURING, INC.


                                By   /s/ Robert Lazzeri
                                     -----------------------------------------
                                     Robert Lazzeri
                                     President and Principal Executive Officer

                                By   /s/ Derold L. Kelley
                                     -----------------------------------------
                                     Derold L. Kelley
                                     Principal Financial Officer


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

Signature                Name                Title                             Date
--------------------     ----------------    --------------------------------  --------------------
<S>                      <C>                 <C>                               <C>
/s/ Robert Lazzeri       Robert Lazzeri      President and Director            March 27, 2009

/s/ Derold L. Kelley     Derold L. Kelley    Secretary/Treasurer and Director  March 27, 2009


</TABLE>


                                       18
<PAGE>

                                                                 WEAVER & MARTIN

To the Board of Directors and Stockholders
NB Manufacturing, Inc. (A Development Stage Company)


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the balance sheets of NB Manufacturing, Inc. (a development
stage company) as of December 31, 2008 and 2007 and the related statements of
operations, stockholders' equity, and cash flows for the two years then ended
and the period of September 19, 2001 (inception) to December 31, 2008. NB
Manufacturing, Inc.'s management is responsible for these financial statements.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits 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. Our audits of the financial
statements include examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of NB Manufacturing, Inc. as of
December 31, 2008 and 2007 and the results of its operations, stockholders'
equity, and cash flows for the two years then ended and the period of September
19, 2001 (inception) to December 31, 2008 in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from operations
and is dependent upon the continued sale of its securities or obtaining debt
financing for funds to meet its cash requirements. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

/s/ Weaver & Martin
--------------------
Weaver & Martin, LLC
Kansas City, Missouri
March 27, 2009
                                                      Certified Public
                                                      Accountants & Consultants
                                                      411 Valentine, Suite 300
                                                      Kansas City, Missouri
                                                      64111
                                                      Phone:   (816) 756-5525
                                                      Fax:     (816) 756-2252



                                      F-1
<PAGE>

<TABLE>
<CAPTION>

                             NB MANUFACTURING, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
                 For the Years Ended December 31, 2008 and 2007

                                                                      2008        2007
                                                                   ---------    ---------
<S>                                                                <C>          <C>
ASSETS
Current assets:
      Cash                                                         $   3,439    $  12,010
      Accounts Receivable                                                 --          200
                                                                   ---------    ---------
         Total current assets                                          3,439       12,210

         Total assets                                              $   3,439    $  12,210
                                                                   =========    =========

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
      Accounts payable                                             $   6,695    $     425
      Accrued interest - related party                                   740           --
      Notes payable - related party                                   23,000           --
                                                                   ---------    ---------
        Total current liabilities                                     30,435          425

SHAREHOLDERS' EQUITY (DEFICIT)
Preferred stock, authorized 10,000,000 shares, $.0001 par value,
    none issued or outstanding                                            --           --
Common stock, authorized 60,000,000 shares, $.0001 par value,
    1,400,028 and 1,200,028 issued and outstanding respectively          140          120
Additional paid in capital                                            73,827       72,847
Accumulated (deficit) during development stage                      (100,963)     (61,182)
                                                                   ---------    ---------

         Total shareholders' equity (deficit)                        (26,996)      11,785
                                                                   ---------    ---------

         Total liabilities and shareholders' equity (deficit)      $   3,439    $  12,210
                                                                   =========    =========
</TABLE>


                        See Notes to Financial Statements

                                      F-2
<PAGE>
<TABLE>
<CAPTION>


                             NB MANUFACTURING, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
               For the Years Ended December 31, 2008, 2007 and for
         the Period from September 19, 2001 (Date of Inception) through
                                December 31, 2008

                                                                                For the
                                                                                 Period
                                                                             September 19,
                                                                                  2001
                                                                                (Date of
                                                 For the        For the        Inception)
                                                Year Ended     Year Ended        through
                                                December 31,   December 31,   December 31,
                                                   2008           2007            2008
                                                -----------    -----------    -----------
<S>                                             <C>            <C>            <C>
Revenues                                        $        --    $        --    $        --

Operating expenses:
     Accounting fees                                  6,125          4,725         23,900
     Legal fees                                       9,534          5,331         18,070
     Shareholder relations                            3,077          5,101         13,384
     Other general and administrative expense        19,305         19,044         43,869
                                                -----------    -----------    -----------
        Total operating expenses                     38,041         34,201         99,223
                                                -----------    -----------    -----------

Net (loss) from operations                          (38,041)       (34,201)       (99,223)
                                                -----------    -----------    -----------

Other (expense)
     Loan fee - related party                        (1,000)            --         (1,000)
     Interest expense - related party                  (740)            --           (740)
                                                -----------    -----------    -----------
        Total other (expense)                        (1,740)            --         (1,740)
                                                -----------    -----------    -----------

Net (loss)                                      $   (39,781)   $   (34,201)   $  (100,963)
                                                ===========    ===========    ===========


Net (loss) per common share                     $     (0.03)   $     (0.03)
                                                -----------    -----------

Weighted average number of
     common shares outstanding                    1,295,110      1,130,439
                                                ===========    ===========

</TABLE>

                        See Notes to Financial Statements


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                             NB MANUFACTURING, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
               For the Years Ended December 31, 2008, 2007 and for
         the Period from September 19, 2001 (Date of Inception) through
                                December 31, 2007



                                                                        Accumulated
                                                                         (Deficit)      Total
                                          Common Stock       Additional   During     Stockholders'
                                     ---------------------     pd-in    Development    Equity
                                       Shares     Amount      Capital      Stage      (Deficit)
                                     ---------   ---------   ---------   ---------    ---------
<S>                                 <C>         <C>         <C>         <C>          <C>
Balance at January 1, 2006           1,000,028   $     100   $  22,156   $ (26,981)   $  (4,725)

Expenses paid by stockholders and           --          --         711          --          711
     donated to the company
Additional pd-in capital               200,000          20      49,980          --       50,000
Net (loss)                                  --          --          --     (34,201)     (34,201)

                                     ---------   ---------   ---------   ---------    ---------
Balance at December 31, 2007         1,200,028         120      72,847     (61,182)      11,785

Issuance for loan fee                  200,000          20         980          --        1,000

Net (loss)                                  --          --          --     (39,781)     (39,781)
                                     ---------   ---------   ---------   ---------    ---------
Balance at December 31, 2008         1,400,028   $     140   $  73,827   $(100,963)   $ (26,996)
                                     =========   =========   =========   =========    =========
</TABLE>


                        See Notes to Financial Statements


                                      F-4
<PAGE>
<TABLE>
<CAPTION>


                             NB MANUFACTURING, INC.
                          (A Development Stage Company)
             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                 For the Years Ended December 31, 2008 and 2007

                                                                                   For the
                                                                                   Period
                                                                                 September 19,
                                                                                     2001
                                                                                   (Date of
                                                          For the      For the    Inception)
                                                         Year Ended   Year Ended    through
                                                        December 31, December 31, December 31,
                                                            2008         2007         2008
                                                         ---------    ---------    ---------
<S>                                                      <C>          <C>          <C>
Cash flows from operating activities:
        Net (loss)                                       $ (39,781)   $ (34,201)   $(100,963)
        Adjustments to reconcile:
           Expenses paid by stockholders and
             donated to the company                             --          711       22,967
           Accounts receivable                                 200         (200)          --
           Accounts payable                                  6,270       (4,300)       6,695
           Stock issued for loan fee                         1,000           --        1,000
           Accrued interest                                    740           --          740
                                                         ---------    ---------    ---------
    Net cash (used) in operating activities                (31,571)     (37,990)     (69,561)
                                                         ---------    ---------    ---------

Cash flow from investing activities                             --           --           --
                                                         ---------    ---------    ---------

Cash flow from financing activities:
        Advances from related party                          8,000           --        8,000
        Proceeds from shareholder loan                      15,000           --       15,000
        Sale of Common Stock                                    --       50,000       50,000
                                                         ---------    ---------    ---------
           Net cash provided from financing activities      23,000       50,000       73,000
                                                         ---------    ---------    ---------

NET INCREASE IN CASH                                        (8,571)      12,010        3,439
CASH, BEGINNING OF THE PERIOD                               12,010           --           --
                                                         ---------    ---------    ---------
CASH AND CASH EQUIVALENTS, END OF THE PERIOD             $   3,439    $  12,010        3,439
                                                         =========    =========    =========

SUPPLEMENTAL DISCLOSURE OF NONCASH
    FINANCING ACTIVITIES:
    Expenses paid by stockholders and
        donated to the company                           $      --    $     711    $  22,967
                                                         ---------    ---------    ---------

SUPPLEMENTAL CASH FLOW
    For the period ended December 31, 2008
        Cash paid for interest                           $      --    $      --    $      --
                                                         ---------    ---------    ---------
        Cash paid for income taxes                       $      --    $      --    $      --
                                                         ---------    ---------    ---------

    Stock issued for loan fee                            $   1,000    $      --    $   1,000
                                                         =========    =========    =========
</TABLE>


                        See Notes to Financial Statements

                                      F-5



<PAGE>


                             NB MANUFACTURING, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Organization and Business
-------------------------

     NB Manufacturing, Inc. (the "Company") was incorporated on September 19,
2001 in the state of Nevada as a stipulation in the Final Decree in Bankruptcy
of New Bridge Products, Inc. The creditors of New Bridge Products, Inc. received
1,000,028 shares of NB Manufacturing, Inc. and warrants (see Note 4) to purchase
an additional 6,000,168 shares on September 26, 2002 in final payment of the
funds they were owed from New Bridge Products, Inc. The original purpose of the
Company was to provide manufacturing services related to the business of New
Bridge Products, Inc.

     The Company currently has no operations and since its inception on
September 19, 2001 is considered a development stage enterprise. The Company
intends to evaluate structure and complete a merger with, or acquisition of,
prospects consisting of private companies, partnerships or sole proprietorships,

Summary of Accounting Basis of Presentation
-------------------------------------------

     The Company's financial statements have been prepared on an accrual basis
of accounting, in conformity with accounting principles generally accepted in
the United States of America. These principles contemplate the realization of
assets and liquidation of liabilities in the normal course of business.

Development Stage Company
-------------------------

     The Company is in the development stage and has not yet realized any
revenues from its planned operations. The Company's business plan is to evaluate
structure and complete a merger with, or acquisition of, prospects consisting of
private companies, partnerships or sole proprietorships.

     Based upon the Company's business plan, it is a development stage
enterprise. Accordingly, the Company presents its financial statements in
conformity with the accounting principles generally accepted in the United
States of America that apply in establishing operating enterprises. As a
development stage enterprise, the Company discloses the deficit accumulated
during the development stage and the cumulative statements of operations and
cash flows from inception to the current balance sheet date.

Going Concern
-------------

     The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the recoverability
of assets and the satisfaction of liabilities in the normal course of business.

     The Company's development activities since inception have been financially
sustained through stockholder donations to the Company and sales of the
Company's common stock.

     The ability of the Company to continue as a going concern is dependent upon
its ability to find a suitable acquisition/merger candidate, raise additional
capital from the sale of common stock and, ultimately, the achievement of
significant operating revenues. The accompanying financial statements do not
include any adjustments that might be required should the Company be unable to
recover the value of its assets or satisfy its liabilities.

     The Company's ability to continue as a going concern is subject to
obtaining necessary funding from outside sources.

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 the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.


                                      F-6
<PAGE>
Cash
----

     The Company considers all highly liquid instruments purchased with an
original maturity of three months or less to be cash equivalents. The Company
continually monitors its positions with, and the credit quality of, the
financial institutions with which it invests.

Net (Loss) Per Share
--------------------

     The Company adopted Statement of Financial Accounting Standards No. 128
that requires the reporting of both basic and diluted earnings (loss) per share.
Basic earnings(loss) per share is computed by dividing net income (loss)
available to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted earnings (loss) per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock. In accordance with
FASB 128, any anti-dilutive effects on net income (loss) per share are excluded.

Income Taxes
------------

     The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes." Under the
asset and liability method of Statement 109, deferred tax assets and liabilities
are recognized for the estimated future tax consequences attributable to
difference between the financial statement carrying amounts of existing assets
and liabilities and their respective tax basis. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or settled.

Recent Accounting Pronouncements
--------------------------------

     In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities--Including an amendment of FASB
Statement No. 115 ("SFAS 159"). SFAS 159 permits entities to choose to measure
many financial instruments and certain other assets and liabilities at fair
value on an instrument-by-instrument basis. SFAS 159 is effective for fiscal
years beginning after November 15, 2007. The Company does not believe that the
adoption of SFAS 159 will have a material impact on its financial statements.

     In December 2007, the FASB issued SFAS 141(revised 2007), Business
Combinations ("SFAS 141(R)"). SFAS 141(R) replaces SFAS 141, Business
Combinations, and requires an acquirer to recognize the assets acquired, the
liabilities assumed, including those arising from contractual contingencies, any
contingent consideration, and any noncontrolling interest in the acquiree at the
acquisition date, measured at their fair values as of that date, with limited
exceptions specified in the statement. SFAS 141(R) also requires the acquirer in
a business combination achieved in stages (sometimes referred to as a step
acquisition) to recognize the identifiable assets and liabilities, as well as
the noncontrolling interest in the acquiree, at the full amounts of their fair
values (or other amounts determined in accordance with SFAS 141(R)). In
addition, SFAS 141(R)'s requirement to measure the noncontrolling interest in
the acquiree at fair value will result in recognizing the goodwill attributable
to the noncontrolling interest in addition to that attributable to the acquirer.
SFAS 141(R) amends SFAS No. 109, Accounting for Income Taxes, to require the
acquirer to recognize changes in the amount of its deferred tax benefits that
are recognizable because of a business combination either in income from
continuing operations in the period of the combination or directly in
contributed capital, depending on the circumstances. It also amends SFAS 142,
Goodwill and Other Intangible Assets, to, among other things, provide guidance
on the impairment testing of acquired research and development intangible assets
and assets that the acquirer intends not to use. SFAS 141(R) applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. The adoption of this Standard is not expected to have a
material effect on the Company's results of operations or financial position.

     On February 12, 2008, the FASB issued FASB Staff Position No. FAS 157-2,
Effective Date of FASB Statement No. 157 ("FSP"). The FSP amends SFAS 157 to
delay the effective date of SFAS 157 for nonfinancial assets and nonfinancial
liabilities, except for items that are recognized or disclosed at fair value in
the financial statements on a recurring basis (that is, at least annually). For
items within its scope, the FSP defers the effective date of SFAS 157 to fiscal
years beginning after November 15, 2008, and interim periods within those fiscal
years. The Company does not believe that the adoption of SFAS 157 will have a
material impact on its financial statements.


                                      F-7
<PAGE>
NOTE 2 - SHAREHOLDERS' EQUITY (DEFICIT)

     During the period ended June 30, 2007, the same two stockholders of the
Company paid expenses totaling $711. Both stockholders have agreed not to be
reimbursed for the payments and consider the payments as capital donated to the
Company. The Company has recorded these payments as additional paid-in capital.

     On April 30, 2007 the Company sold 200,000 shares of its common stock, par
value $.0001, to Underwood Family Partners, Ltd., ("Underwood") an accredited
investor for a total purchase price of $50,000. As a result of the purchase of
the shares, Underwood owned 16.7% of the issued and outstanding shares of common
stock of the Company as of April 30, 2007. The purchase price of the shares
purchased by Underwood was based on an arms-length negotiation and approved by
the Company's Board of Directors.

     The shares were issued in a private transaction in reliance upon the
exemption from registration contained in Section 4(2) of the Securities Act of
1933 (the "Securities Act"). The basis for relying on this exemption is that the
issuance of the shares to Underwood was a privately negotiated transaction that
did not involve a general solicitation. The shares may not be transferred except
pursuant to a registration statement which has become effective under the
Securities Act or pursuant to an exemption from such registration. The Company
is not obligated to register the shares under the Securities Act or to list the
shares on a securities exchange.

    On July 10, 2008, the Company entered into a Revolving Credit Agreement (the
"Revolving Credit Agreement") with the Lazzeri Family Trust (the "Lender") whose
Trustee is Robert Lazzeri to borrow up to $250,000, evidenced by an unsecured
Revolving Loan Note (the "Revolving Loan Note") dated July 10, 2008. Mr. Lazzeri
is an executive officer and director of the Company. In connection with and as a
loan fee for the foregoing unsecured credit facility, Lender received 200,000
unregistered shares of the Company's common stock shares valued at $1,000. The
terms of the Revolving Credit Agreement were based on an arms-length negotiation
and approved by the Company's Board of Directors.

     The Company's stock received a listing on the Pink Sheets under the symbol
"NBMF" in February 2007 and moved to the OTC Bulletin Board in August 2007.


NOTE 3 - DUE TO SHAREHOLDERS

    On April 4, 2008, the Company borrowed $8,000 from Inverness Investments,
Inc., a company controlled by a stockholder of the Company, evidenced by an
unsecured Demand Promissory Note (the "Note"). The Note accrues interest at 7%
per annum on the unpaid balance and all principal and accrued but unpaid
interest is payable in full on demand.

    On July 10, 2008, the Company entered into a Revolving Credit Agreement (the
"Revolving Credit Agreement") with the Lazzeri Family Trust (the "Lender") whose
Trustee is Robert Lazzeri to borrow up to $250,000, evidenced by an unsecured
Revolving Loan Note (the "Revolving Loan Note") dated July 10, 2008. Mr. Lazzeri
is an executive officer and director of the Company. All amounts borrowed
pursuant to the Revolving Credit Agreement accrue interest at 7% per annum and
all principal and accrued but unpaid interest is payable in full on demand of
the Lender. The Revolving Credit Agreement does not obligate the Lender to make
any loans but any loans made by the Lender to the Company, up to the outstanding
principal balance of $250,000, will be subject to the terms of the Revolving
Credit Agreement and Revolving Loan Note. In connection with and as a loan fee
for the foregoing unsecured credit facility, Lender received 200,000
unregistered shares of the Company's common stock shares valued at $1,000. At
December 31, 2008 the principal balance on the note was $15,000 with available
credit of $235,000.

NOTE 4 - WARRANTS

    On September 26, 2002, the Company issued warrants to purchase shares of the
Company's $.0001 par value common stock to their creditors in final payment of
the funds they were owed. The warrant holders were granted the right to purchase
6,000,168 shares of common stock of the Company, 2,000,056 of these warrants
have an exercise price of $2.00, 2,000,056 have an exercise price of $4.00, and
2,000,056 have an exercise price of $6.00. The warrants had various expiration
dates which had been extended by the Company to expire on December 31, 2008.
None of the warrants were exercised by December 31, 2008 and therefore have been
cancelled.


                                      F-8
<PAGE>
    The following is a summary of the status of all of the Company's stock
warrants as of December 31, 2008 and 2007 and changes during the year ended on
those dates:

                                           Number of Shares     Weighted-Average
                                                                 Exercise Price
                                           -----------------    ----------------
    Outstanding at December 31, 2006              6,000,168          $4.00
        Granted                                           0          $0.00
        Exercised                                         0          $0.00
        Cancelled                                         0          $0.00
                                           -----------------    ----------------
    Outstanding at December 31, 2007              6,000,168          $4.00
        Granted                                           0          $0.00
        Exercised                                         0          $0.00
        Cancelled                                 6,000,168          $4.00
                                           -----------------    ----------------
    Outstanding at December 31, 2008                      0          $0.00
                                           =================    ================


NOTE 5 - INCOME TAXES

     Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.

     Significant components of the Company's deferred assets and liabilities are
as follows:

                                                        2008         2007
                                                      --------    --------
     Deferred tax assets:
       Net operating loss carryforwards               $ 34,300    $ 20,800
       Valuation allowance for deferred tax assets    $(34,300)   $(20,800)
                                                      --------    --------
     Net deferred tax assets                          $     --    $     --
                                                      ========    ========

     The reconciliation of income tax benefit computed at the federal tax rate
of 34% is as follows:

                                                        2008          2007
                                                      -------       -------
     Tax benefit at statutory rate                    $34,300       $20,800
       Valuation allowance adjustment                 $34,300       $20,800
                                                      -------       -------
     Income tax benefit                               $    --       $    --
                                                      =======       =======

     A summary of the valuation allowance is as follows:

                                                        2008          2007
                                                      -------       -------
     Balance at beginning of year                     $20,800       $ 9,200
        Additional for year                           $13,500       $11,600
                                                      -------       -------
     Balance at end of year                           $34,300       $20,800
                                                      =======       =======

     The Company has the following tax carry forwards at December 31, 2008:

                  Year             Amount            Expiration Date
                  ----             ------            ---------------
         Net operating loss
           December 31, 2004       $  4,920          December 31, 2024
           December 31, 2005         12,146          December 31, 2025
           December 31, 2006          9,915          December 31, 2026
           December 31, 2007         34,201          December 31, 2027
           December 31, 2008         39,781          December 31, 2028
                                  ---------
                        Total      $100,963

     The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which temporary
differences become deductible. Future changes in ownership may limit the ability
of the Company to utilize these net operating loss carry forwards prior to their
expiration.


                                      F-9


<PAGE>