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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K







|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended October 31, 2008



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from N/A to N/A

Commission File No. 333-143694





PATIENT ACCESS SOLUTIONS,
INC.

(Exact Name of Registrant as Specified in its Charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Nevada                                                         |  | 98-0550407                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

245 Marcus Blvd.

Hauppauge, NY 11788

(Address of Principal Executive Offices)

Copies of communications to:

Bruce Weitzberg

245 Marcus Blvd.

Hauppauge, NY 11788

Registrants Telephone Number,
including area code:(866)-280-1156

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, Par Value $0.0001 per Share

(Title of each class)





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 (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    Yes  x    No   ̈

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   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | x

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price of $.005 the price of the last private placement of common equity: $258,479.

State the number of shares outstanding of each of the Registrants classes of common stock, as of the latest practicable date.

61,655,800 issued and outstanding as of March 18 , 2009.

DOCUMENTS INCORPORATED BY REFERENCE: None.









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PATIENT ACCESS SOLUTIONS, INC.

FORM 10-K ANNUAL REPORT

FOR THE
FISCAL YEAR ENDED OCTOBER 31, 2008



|         |  |                                                                                                              |  |            
|-------- |  | ------------------------------------------------------------------------------------------------------------ |  | -----------
|         |  |                                                                                                              |  | PageNumbers
|PART I   |  |                                                                                                              |  | 1          
|ITEM 1.  |  | Business                                                                                                     |  | 1          
|ITEM 1A. |  | Risk Factors                                                                                                 |  | 4          
|ITEM 1B. |  | Unresolved Staff Comments                                                                                    |  | 8          
|ITEM 2.  |  | Properties                                                                                                   |  | 8          
|ITEM 3.  |  | Legal Proceedings                                                                                            |  | 9          
|ITEM 4.  |  | Submission Of Matters To a Vote Of Securities Holders                                                        |  | 9          
|PART II  |  |                                                                                                              |  | 9          
|ITEM 5.  |  | Market For Registrants Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities |  | 9          
|ITEM 6.  |  | Selected Financial Data                                                                                      |  | 13         
|ITEM 7.  |  | Managements Discussion And Analysis Of Financial Condition And Results Of Operation                         |  | 13         
|ITEM 7A  |  | Quantitative And Qualitative Disclosures About Market Risk                                                   |  | 18         
|ITEM 8.  |  | Financial Statements And Supplementary Data                                                                  |  | 18         
|ITEM 9.  |  | Changes In And Disagreements With Accountants On Accounting And Financial Disclosure                         |  | 18         
|ITEM 9A. |  | Controls And Procedures (ITEM 9A(T))                                                                         |  | 18         
|ITEM 9B. |  | Other Information                                                                                            |  | 19         
|PART III |  |                                                                                                              |  | 19         
|ITEM 10. |  | Directors, Executive Officers And Corporate Governance                                                       |  | 19         
|ITEM 11. |  | Executive Compensation                                                                                       |  | 21         
|ITEM 12. |  | Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters               |  | 24         
|ITEM 13. |  | Certain Relationships And Related Transactions, And Director Independence                                    |  | 25         
|ITEM 14. |  | Principal Accounting Fees And Services                                                                       |  | 26         
|PART IV  |  |                                                                                                              |  | 27         
|ITEM 15. |  | Exhibits, Financial Statements Schedules                                                                     |  | 27         

SIGNATURES

CERTIFICATION PURSUANT TO SECTION 302 (A) 
OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
 ACT OF 2002



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Forward Looking Statements  Cautionary Language

Certain statements made in these documents and in other written or oral statements made by Patient Access Solutions, Inc. or on Patient Access Solutions, Incs
behalf are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). A forward-looking statement is a statement that is not a historical fact and, without limitation,
includes any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like: believe, anticipate, expect, estimate, project,
will, shall and other words or phrases with similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, trends in our
businesses, prospective products, future performance or financial results. Patient Access Solutions, Inc. claims the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA. Forward-looking statements involve
risks and uncertainties that may cause actual results to differ materially from the results contained in the forward-looking statements. Risks and uncertainties that may cause actual results to vary materially, some of which are described in this
filing. The risks included herein are not exhaustive. This annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC include additional factors which could impact Patient Access
Solutions, Inc.s business and financial performance. Moreover, Patient Access Solutions, Inc. operates in a rapidly changing and competitive environment. New risk factors emerge from time to time and it is not possible for management to
predict all such risk factors. Further, it is not possible to assess the impact of all risk factors on Patient Access Solutions, Incs business or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, Patient Access Solutions,
Inc. disclaims any obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of the report.

PART I



|ITEM 1. | BUSINESS
|------- | --------

We were incorporated on March 17, 2006 under the
laws of the state of Nevada. Our initial business was to conduct mineral exploration activities on the Silver Vista property in order to assess whether it possesses economic reserves of copper and silver. Subsequently, we did not identify any
economic mineralization on the property and the business was abandoned.

On March 31, 2008, Patient Access Solutions Inc., a New York corporation,
Blue Mountain Resources Inc., a Nevada corporation (the Company), and Blue Mountain Acquisition Subsidiary Corp., a Florida corporation and wholly-owned subsidiary of the Company, entered into an Agreement and Plan of Merger whereby
Patient Access Solutions Inc., was merged into the Company (the Merger Agreement). Pursuant to the terms and conditions of the Merger Agreement, the shareholders of Patient Access Solutions Inc. received an aggregate of 2,900,000 shares
of Company Common Stock.

Patient Access Solutions Inc. has developed and markets the PASHealth Web Portal System and POS terminal solution. The PASHealth
Web Portal System and POS terminal solution offer electronic medical eligibility, electronic referrals, and service authorizations, electronic claims processing. With the introduction of the D-PAS solution, PASHealth also offers electronic medical
records and patient data, automating the labor intensive and expensive manual process currently used by many facilities and healthcare providers. D-PAS utilizes digital pen & paper, to capture handwritten information from the doctor or
office personnel, transfer it into a digital form into the PAS web portal and utilize the data to initiate workflows in a secure environment. A patients medical history and patient records are used to initiate necessary workflows within the
web portal, securely and much more efficiently, empowering the healthcare business process. In addition, the Web Portal System and POS terminal solution offers a complete suite of self pay receivable management solutions for the healthcare
facilities.

On June 2, 2008, we changed our name from Blue Mountain Resources, Inc and enacted a forward stock split of 7.25-1, payable upon
surrender of our shareholders stock certificates. Our authorized stock is as follows: The total number of capital stock which may be issued by the Corporation is Two Hundred and Sixty Million (260,000,000) Shares, of which Two Hundred and Fifty
Million (250,000,000) shares are common stock with a par value of one tenth of one cent ($0.0001) per share, and Ten Million (10,000,000) shares are Preferred Shares, with a par value of one tenth of one cent ($0.0001) per share the rights
and preferences of which may be determined by the Board of Directors. Said shares may be issued by the Corporation from time to time for such consideration as may be fixed by the Board of Directors.



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Description of Business

Patient Access Solutions Inc. (PAS) aspires to fundamentally redefine and transform how information is used to make decisions in the healthcare industry.Recognizing that healthcare is the largest industry in the world and
that it offers many opportunities to capture data and complete transactions electronically, the Company began to apply its technology knowledge in this marketplace. Patient Access Solutions, Inc., as a technology solutions provider is focused on
quality and service within the healthcare community, with an overall focus of using innovative and secure technology to facilitate their clients needs.

Having invested seventeen years into the industry, the principals of PASHealth developed a single sign-on, web-based, ASP platform which offered electronic medical verification and claims processing system. In 2008 PASHealth incorporated
adding a digital data capture process (D-PAS) into the PASHealth Web Portal System. With this enhancement, PASHealth is able to offer today, one of the most powerful patient verification/medical eligibility, patient data capture, medical record and
billing systems available anywhere.

The Companys vision for the the PAS Web Portal Systemoffers four (4) areas of administrative
effectiveness into healthcare data: the Patient Access Data Center, which includes: Patient Eligibility, both batch and real-time, the Claims Analyzer which includes: Claims Processing, Claim Inquiry, Electronic Referrals and
Electronic Remittance Advice, the D-PAS EMR Module which allows providers to keep records on a secure ASP, utilizing digital pen & paper technology, and the Payment Module, which allows for the processing of credit, debit,
check and healthcare savings accounts. The data is stored in a powerful HIPAA compliant data warehouse, which contains all of the information generated from the underlying business applications. A fundamental principle of the PAS Web Portal
Systemis represented as a system that enables all users to view data directly, rather than in selected, incomplete and often unreliable extracts of data. Traditional systems infrastructures cannot provide this singular window on the truth.

Additionally, Patient Access Solutions also offers healthcare providers and facilities the opportunity to verify patient benefits and collect copayments
at the point of servicethe front desk. PASHealth offers this solution, not only through the PAS Web Portal System,but also through the PASHealth, Point of Service terminal solution.

Industry Background and Competition

Recognizing that healthcare is
the largest industry in the world and that it offers many opportunities to capture data and complete transactions electronically, the Company began to apply its technology knowledge in this marketplace. Patient Access Solutions, Inc., as a
technology solutions provider is focused on quality and service within the healthcare community, with an overall focus of using innovative and secure technology to facilitate their clients needs.

Having invested seventeen years into the industry, the principals of PASHealth developed a single sign-on, web-based, ASP platform which offered electronic medical
verification and claims processing system. In the latter part of 2007 PASHealth added a digital data capture process (D-PAS) into the PASHealth Web Portal System. With this enhancement, PASHealth is able to offer today, one of the most powerful
patient verification/medical eligibility, patient data capture, medical record and billing systems available anywhere.



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Business Model

The PAS Web Portal System includes:

Patient Access Data Center



| |  |  | Real-time & Batch medical eligibility/benefit verification-a real time and batch procedure that determines a patients health
insurance coverage in seconds. Access to over 450 of the nations payers and plans. (payer list Appendix A)
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

D-PAS-Digital Pen & Paper



| |  |  | D-PASutilizes digital pen & paper, to capture handwritten information, transfer it into a digital form and utilize the data to initiate
workflows in a secure environment. Patients medical history and patient records are securely used to initiate necessary workflows.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Claims Analyzer



| |  |  | Claims Processing -pertains to the creation and submission of claims;
| | - |  | ---------------------------------------------------------------------



| |  |  | Electronic referrals-the Referral program allows for a Primary Care Physician to submit to a Secondary Physician referrals to the patients
insurance carrier of managed care plans
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Claims Status-Check Pending claims submitted to insurance payers
| | - |  | ----------------------------------------------------------------



| |  |  | Electronic Remittance Advice-allows for the electronic return of EOBs to the provider
| | - |  | --------------------------------------------------------------------------------------



| |  |  | Service Authorization-Used to authorize services prior to a procedure
| | - |  | ---------------------------------------------------------------------

Payment Module



| |  |  | Credit/debit card servicesthat provide convenient payment options for patient self-pay responsibilities
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | Healthcare Savings Accounts (HSAs) acceptance of Healthcare Saving Account cards at the point of service
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | Check servicesthat reduce the providers risk of accepting and incurring losses from returned checks
| | - |  | ----------------------------------------------------------------------------------------------------

Strategic Plans and Corporate Objectives

We understand that the
overriding requirements of Patient Access Solutions Inc. (P.A.S.) are for our Sales Organization to accomplish the following:



| | 1. | Close and book an adequate level of sales to ensure that Patient Access Solutions attains its revenue and market share goals.
| | -- | -----------------------------------------------------------------------------------------------------------------------------



| | 2. | Establish Patient Access Solutions the P.A.S. System as the total financial and healthcare processing solution for the healthcare community.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Deploy a skilled sales force and build a thorough Sales Acceleration Plan (Plan) for the recruitment, deployment, and management of a superior national sales force and the
implementation of a world-class revenue strategy.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A successful project will be characterized by the achievement of specific sales metrics
and major milestones including the successful closing of sales over the life of the company. Target objectives (Goals) will represent a level of sales volume adequate to justify the bonus schedules initiated.

Major performance milestones will be determined. Monthly performance reviews will be held to ensure that milestones and key performance metrics are attained. P.A.S.
drives performance by implementing sales processes, methods and tools that establish and manage to a set of key performance metrics. Compensation plans are established that motivate individuals to attain revenue objectives and to ensure that
behavior predictive of increasing sales velocity is achieved. Examples of key metrics include the following:



| |  |  | Monthly closings
| | - |  | ----------------



| |  |  | Customer contacts per week
| | - |  | --------------------------



| |  |  | Number of proposals delivered
| | - |  | -----------------------------



| |  |  | Number of new qualified prospects
| | - |  | ---------------------------------



| |  |  | Size of Pipeline
| | - |  | ----------------



| |  |  | Monthly Closings
| | - |  | ----------------



| |  |  | Win ratio
| | - |  | ---------



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P.A.S. will achieve revenue goals through:



| | 1. | The development and field testing of the Patient Access Solutions sales strategy and supporting sales processes,
| | -- | ----------------------------------------------------------------------------------------------------------------



| | 2. | The careful selection of industry segments, client targets and ideal partnering opportunities
| | -- | ---------------------------------------------------------------------------------------------



| | 3. | The implementation of a superior P.A.S. field sales execution plan,
| | -- | -------------------------------------------------------------------



| | 4. | The optimal blend of marketing, public relations and sales resources.
| | -- | ---------------------------------------------------------------------

Currently, PASHealth is interviewing and defining specific geographic areas for the execution of this national sales plan.

Need for Government
Approval

We are not aware of the need to obtain governmental approval for any aspect of our operations with the possible exception of local business
licenses, if applicable.

Effect of existing or probable government regulations

PATIENT ACCESS SOLUTIONS, INC. is not aware of any existing or probable government regulations that would have a material effect on our business.

Number of total employees and number of full time employees

PATIENT ACCESS SOLUTIONS, INC. currently maintains a
minimum staff of 14 individuals including management.

Regulatory Mandates

PATIENT ACCESS SOLUTIONS, INC. is not aware of any existing or probable government regulations that would have a material effect on our business.

Administrative Offices

PATIENT ACCESSs administrative office is located at 245 Marcus Blvd., Hauppauge, NY
11788

Reports to Security Holders

The public may read
and copy any materials filed by us with the SEC at the SECs Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. The public may obtain information on the operation of the SECs Public Reference Room by calling the SEC
at 1-800-SEC-0330. We will be an electronic filer and the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC which may be viewed at
http://www.sec.gov/.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

Our common shares must be considered a speculative
investment. Readers should carefully consider the risks described below before deciding whether to invest in shares of our common stock. If we do not successfully address any of the risks described below, there could be a material adverse effect on
our business, financial condition or results of operations, and the trading price of our common stock may decline and investors may lose all or part of their investment. We cannot assure any investor that we will successfully address these risks.



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The purchase of the common shares involves a number of significant risk factors. Purchasers of common shares should
consider the following:

WE WILL NEED TO RAISE ADDITIONAL FUNDS THROUGH THE PUBLIC MARKET, PRIVATE DEBT OR PRIVATE SALES OF EQUITY TO ACHIEVE OUR
CURRENT BUSINESS STRATEGY OF COMPLETING AND PROFITING FROM OUR SUITE OF TECHNOLOGY PRODUCTS. OUR NEED TO RAISE ADDITIONAL FUNDS IN THE FUTURE WILL LIKELY INVOLVE THE ISSUANCE OF ADDITIONAL SHARES OF STOCK, WHICH COULD DILUTE THE VALUE OF YOUR
INVESTMENT. THERE IS NO ASSURANCE, HOWEVER, THAT WE WILL BE ABLE TO RAISE ADDITIONAL MONIES IN THE FUTURE.

We will require additional financing to
sustain our operations, without which we may not be able to continue operations. Our inability to raise additional working capital or to raise the required financing in a timely manner would negatively impact our ability to fund our operations, our
ability to generate revenues and to otherwise execute our business plan. No assurance can be given that we will be able to obtain additional financing, that we will be able to obtain additional financing on terms that are favorable to us or that the
holders of the secured debentures will provide their consent to permit us to enter into subsequent financing arrangements. This can lead to the reduction or suspension of our operations and ultimately our going out of business. Should this occur,
the value of your investment in the common stock could be adversely affected, and you could lose your entire investment.

RISKS RELATING TO OWNERSHIP
OF OUR COMMON STOCK

Although there is presently a market for our common stock, the price of our common stack may be extremely volatile and
investors may not be able to sell their shares at or above their purchase price, or at all. We anticipate that the market may be potentially highly volatile and may fluctuate substantially because of:



| |  |  | Actual or anticipated fluctuations in our future business and operating results;
| | - |  | --------------------------------------------------------------------------------



| |  |  | Changes in or failure to meet market expectations;
| | - |  | --------------------------------------------------



| |  |  | Fluctuations in stock market price and volume
| | - |  | ---------------------------------------------

CERTAIN NEVADA CORPORATION LAW PROVISIONS COULD PREVENT A POTENTIAL TAKEOVER, WHICH COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.

We are incorporated in the State of Nevada. Certain provisions of Nevada corporation law could adversely affect the market price of our common stock. Because Nevada corporation law requires board approval of a
transaction involving a change in our control, it would be more difficult for someone to acquire control of us. Nevada corporate law also discourages proxy contests making it more difficult for you and other shareholders to elect directors other
than the candidate or candidates nominated by our board of directors.

WE DO NOT INTEND TO PAY DIVIDENDS

We do not anticipate paying cash dividends on our common stock in the foreseeable future. We may not have sufficient funds to legally pay dividends. Even if funds are
legally available to pay dividends, we may nevertheless decide in our sole discretion not to pay dividends. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon,
among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors our board of directors may consider relevant. There is no assurance that we will pay any dividends in the
future, and, if dividends are rapid, there is no assurance with respect to the amount of any such dividend.



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POSSIBLE PENNY STOCK REGULATION

Any trading of our common stock in the Pink Sheets or on the OTC Bulletin Board may be subject to certain provisions of the Securities Exchange Act of 1934, commonly referred to as the penny stock rule.

Our common stock is deemed to be penny stock as that term is defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934.
Penny stocks are stock:



| |  |  | With a price of less than $5.00 per share;
| | - |  | ------------------------------------------



| |  |  | That are not traded on a recognized national exchange;
| | - |  | --------------------------------------------------------



| |  |  | Whose prices are not quoted on the Nasdaq automated quotation system (Nasdaq listed stock must still have a price of not less than $5.00 per share); or
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In issuers with net tangible assets less than $2.0 million (if the issuer has been in continuous operation for at least three years) or $5.0 million (if in
continuous operation for less than three years), or with average revenues of less than $6.0 million for the last three years.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Broker/dealers dealing in penny stocks are required to provide potential investors with a document disclosing the risks of penny stocks. Moreover, broker/dealers are required to determine whether an investment in a penny stock is a suitable
investment for a prospective investor. These requirements may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third
parties or to otherwise dispose of them. This could cause our stock price to decline.

BECAUSE WE ARE QUOTED ON THE OTCBB INSTEAD OF AN EXCHANGE OR
NATIONAL QUOTATION SYSTEM, OUR INVESTORS MAY HAVE A TOUGHER TIME SELLING THEIR STOCK OR EXPERIENCE NEGATIVE VOLATILITY ON THE MARKET PRICE OF OUR STOCK.

Our common stock is traded on the OTCBB. The OTCBB is often highly illiquid, in part because it does not have a national quotation system by which potential investors can follow the market price of shares except through information received
and generated by a limited number of broker-dealers that make markets in particular stocks. There is a greater chance of volatility for securities that trade on the OTCBB as compared to a national exchange or quotation system. This volatility may be
caused by a variety of factors, including the lack of readily available price quotations, the absence of consistent administrative supervision of bid and ask quotations, lower trading volume, and market conditions. Investors in our common stock may
experience high fluctuations in the market price and volume of the trading market for our securities. These fluctuations, when they occur, have a negative effect on the market price for our securities. Accordingly, our stockholders may not be able
to realize a fair price from their shares when they determine to sell them or may have to hold them for a substantial period of time until the market for our common stock improves.

FAILURE TO ACHIEVE AND MAINTAIN EFFECTIVE INTERNAL CONTROLS IN ACCORDANCE WITH SECTION 404 OF THE SARBANES-OXLEY ACT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND OPERATING RESULTS.

It may be time consuming, difficult and costly for us to develop and implement the additional internal controls, processes and reporting procedures
required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal auditing and other finance staff in order to develop and implement appropriate additional internal controls, processes and reporting procedures. If we
are unable to comply with these requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires of publicly traded companies.



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If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act regarding
internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our
reported financial information and have a negative effect on the trading price of our common stock.

Pursuant to Section 404 of the Sarbanes-Oxley Act
and current SEC regulations, we will be required to prepare assessments regarding internal controls over financial reporting. We have begun the process of documenting and testing our internal control procedures in order to satisfy these
requirements, which is likely to result in increased general and administrative expenses and may shift management time and attention from revenue-generating activities to compliance activities. While our management is expending significant resources
in an effort to complete this important project, there can be no assurance that we will be able to achieve our objective on a timely basis. There also can be no assurance that our auditors will be able to issue an unqualified opinion on
managements assessment of the effectiveness of our internal control over financial reporting. Failure to achieve and maintain an effective internal control environment or complete our Section 404 certifications could have a material
adverse effect on our stock price.

In addition, in connection with our on-going assessment of the effectiveness of our internal control over financial
reporting, we may discover material weaknesses in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination
of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines significant deficiency as a
deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected.

In the event that a material weakness is identified, we will employ qualified personnel and adopt and implement policies and procedures to address any material weaknesses that we identify. However, the process of
designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system
of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain
adequate controls over our financial process and reporting in the future.

Any failure to complete our assessment of our internal control over financial
reporting, to remediate any material weaknesses that we may identify or to implement new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations
or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of the periodic management evaluations of our internal controls and, in the case of a failure to remediate any material
weaknesses that we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act.
Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.

THE MARKET PRICE FOR OUR COMMON SHARES IS PARTICULARLY VOLATILE GIVEN OUR STATUS AS A RELATIVELY UNKNOWN COMPANY WITH A SMALL AND THINLY TRADED PUBLIC FLOAT,
LIMITED OPERATING HISTORY AND LACK OF PROFITS WHICH COULD LEAD TO WIDE FLUCTUATIONS IN OUR SHARE PRICE. THE PRICE AT WHICH YOU PURCHASE OUR COMMON SHARES MAY NOT BE INDICATIVE OF THE PRICE THAT WILL PREVAIL IN THE TRADING MARKET. YOU MAY BE UNABLE
TO SELL YOUR COMMON SHARES AT OR ABOVE YOUR PURCHASE PRICE, WHICH MAY RESULT IN SUBSTANTIAL LOSSES TO YOU.



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The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and
we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common shares are sporadically
and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could,
for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share
price. Secondly, we are a speculative or risky investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk,
more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the
case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the
prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any
time will have on the prevailing market price.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks
has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices
through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive
and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the
market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns
or practices could increase the volatility of our share price.

SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE
UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.



|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

Not applicable.



|ITEM 2. | PROPERTIES.
|------- | -----------

The Company leases offices at 245 Marcus Blvd., Hauppauge, NY. The term of the lease is 60 months and terminates November 30th2012
with a 60 month renewal The monthly rent is $6,041.67 per month.



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|ITEM 3. | LEGAL PROCEEDINGS.
|------- | ------------------

To the best of our knowledge, during the past
five years, none of the following occurred with respect to a present director or executive officer of the Company: (1)any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at
the time of the bankruptcy or within two years prior to that time; (2)any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3)being subject to any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or
banking activities; and (4)being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the commodities futures trading commission to have violated a Federal or state securities or commodities law,
and the judgment has not been reversed, suspended or vacated.

We are not a party to any legal proceedings, there are no known judgments against the
Company, nor are there any known actions or suits filed or threatened against it or its officers and directors, in their capacities as such. I am not aware of any disputes involving the Company and the Company has no known claim, actions or
inquiries from any federal, state or other government agency. I know of no claims against the Company or any reputed claims against it at this time.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.
|------- | ------------------------------------------------------

No matters
were submitted to shareholders for the period ended October 31, 2008.

PART II



|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|------- | -------------------------------------------------------------------------------------------------------------

Market Information

Our common stock is traded in the over-the-counter
market, and quoted in the National Association of Securities Dealers Inter-dealer Quotation System (Electronic Bulletin Board) since November 20, 2007. However, trades in our stock commenced through the facilities of the OTC Bulletin
Board on June 6, 2008 and can be accessed on the Internet at www.otcbb.com under the symbol PASO.OB.

At October 31, 2008,
there were 25,839,928 shares of common stock of Bond outstanding and there were approximately 84 shareholders of record of the Companys common stock.

The following table sets forth for the periods indicated the high and low bid quotations for Bonds common stock. These quotations represent inter-dealer quotations, without adjustment for retail markup, markdown or commission and may
not represent actual transactions.



|                                         |  |      |     |     |   |    
|---------------------------------------- |  | ---- | --- | --- | - | ---
|Periods Fiscal Year 2008                 |  | High |     | Low
|Second Quarter (June 2008)               |  | $    | .80 |     | $ | .76
|Third Quarter (July  September 2008)    |  | $    | .17 |     | $ | .14
|Fourth Quarter (October  December 2008) |  | $    | .03 |     | $ | .02

On March 18, 2009, the closing bid price of our common stock was $.005



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Dividends

We may never pay
any dividends to our shareholders. We did not declare any dividends for the year ended October 31, 2008. Our Board of Directors does not intend to distribute dividends in the near future. The declaration, payment and amount of any future
dividends will be made at the discretion of the Board of Directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the Board of
Directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.

Transfer Agent

Our Transfer Agent and Registrar for the common stock is Empire Stock Transfer Inc. in Henderson, NV
89074

Recent sales of unregistered securities

From February 2007 through April 20, 2008, the Company received gross proceeds of $553,000 in connection with a financing provided by an unrelated party. In connection with the financing, we issued secured promissory notes in the
original principal amount of $553,000 (the Note). The Note bears interest at the rate of 12% per year, payable monthly in arrears and was to become due and payable on February 15, 2008. The Company signed an extension agreement
with the note holder extending the due date to April 15, 2008. As part of the extension agreement the Company granted shares equal to 2% of the common stock issued and outstanding at the time. As of July 31, 2008, the Company repaid
principle of $229,000 leaving a balance payable of approximately $324,000.

The offer and sale of such shares of our common stock were effected in reliance
on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act and in Section 4(2) of the Securities Act, based on the following: (a) the investors confirmed to us
that they were accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and
risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with
respect to our company; (d) the investors acknowledged that all securities being purchased were restricted securities for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under
the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequent registered under
the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

In March 2008 the Company sold a total of $395,000
of convertibles notes payable. The notes are due one year from the date of issuance and accrue interest at a rate of 10% per annum. The notes are convertible in common stock at a price of $.50 per share and include one warrant to purchase
common stock at a price of $1.00 per share for three years. As of October 31, 2008 $370,000 of convertible notes payable had been converted into 740,000 shares of common stock. The offer and sale of such shares of our common stock were effected
in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act and in Section 4(2) of the Securities Act, based on the following: (a) the investors
confirmed to us that they were accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to
evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other
information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were restricted securities for purposes of the Securities Act, and agreed to transfer such securities



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only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the
certificates representing each such security stating that it was restricted and could only be transferred if subsequent registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

As of October 31, 2008, we received net proceeds of $999,929 from XENI FINANCIAL SERVICES, CORP. In connection with the accounts
receivables financing, we and XENI FINANCIAL SERVICES, CORP. entered into Three (3) Secured Convertible Note Agreements, dated August 7, 2008, September 10, 2008 and October 10, 2008 respectively, pursuant to which we issued
2,470,000 of common shares, to XENI FINANCIAL SERVICES, Corp.s parent company MDwerks. Inc. and a three year Warrant to purchase 500,000 shares of our common stock at a price of $.05 per share. The fair market value of each stock warrant was
estimated on the date of grant using the Black-Scholes option-pricing model in accordance with SFAS No. 123R using the following weighted-average assumptions: expected dividend yield 0%; risk-free interest rate of 1.24%; volatility of 95% and
an expected term of 1 years.

The offer and sale of such shares of our common stock were effected in reliance on the exemptions for sales of securities not
involving a public offering, as set forth in Rule 506 promulgated under the Securities Act and in Section 4(2) of the Securities Act, based on the following: (a) the investors confirmed to us that they were accredited
investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the
securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company;
(d) the investors acknowledged that all securities being purchased were restricted securities for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or
exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequent registered under the Securities Act or
transferred in a transaction exempt from registration under the Securities Act.

During the ten months ended October 31, 2008 the Company sold a total
of 3,365,800 units of it private placement. Each unit includes one share common stock at a price of $.50 and a $1.00 warrant which expires 3 years from the date of issuance. As of October 31, 2008 the Company has received proceeds of
$1,687,645.

The offer and sale of such shares of our common stock were effected in reliance on the exemptions for sales of securities not involving a
public offering, as set forth in Rule 506 promulgated under the Securities Act and in Section 4(2) of the Securities Act, based on the following: (a) the investors confirmed to us that they were accredited investors, as defined
in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there
was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged
that all securities being purchased were restricted securities for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the
Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequent registered under the Securities Act or transferred in a transaction
exempt from registration under the Securities Act.



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From January, 2008 through September, 2008, the company issued shares of common stock in lieu of payment for services as
follows:

In January 2008 the Company entered into a 36 month agreement with a consultant for investor relations services. As consideration the Company
agreed to issue the consultant 2,220,000 shares of common stock with the fair value of $1,122,000. In January 2008 the Company entered into an agreement with a consultant to supply technology. As consideration the Company agreed to issue the
consultant 2,200,000 shares of common stock with the fair value of $1,122,000. In April 2008 the Company entered an agreement with a consultant for investor relation services. As consideration the Company agreed to issue the consultant 500,000
shares of common stock with the fair value of $255,000. In June 2008 the Company issued a total of 1,425,000 shares of common stock with the fair value of $926,250 for consulting services. In June 2008 the Company issued a total of 250,000 shares of
common stock with the fair value of $162,250 for legal services. In June 2008 the Company entered into an agreement with a consultant to supply technology. As consideration the Company agreed to issue the consultant 400,000 shares of common stock
with the fair value of $272,000. In September 2008 the Company entered into agreements with two consultants to supply technology. As consideration the Company agreed to issue the consultants a total of 725,000 shares of common stock with the fair
value of $253,750. The offer and sale of such shares of our common stock were effected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act and in
Section 4(2) of the Securities Act, based on the following: (a) the investors confirmed to us that they were accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such
background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering;
(c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were restricted securities
for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates
representing each such security stating that it was restricted and could only be transferred if subsequent registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

From June 2008 through September, 2008, the Company issued common stock in lieu of payment of loan costs, as follows:

In June 2008 the Company issued a total of 475,000 shares of common stock with the fair value of $308,750 for loan costs. In August 2008 the Company issued a total of
25,000 shares of common stock with the fair value of $12,000 for loan costs. In September 2008 the Company issued a total of 1,550,000 shares of common stock with the fair value of $482,000 for loan costs. The offer and sale of such shares of our
common stock were effected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act and in Section 4(2) of the Securities Act, based on the following:
(a) the investors confirmed to us that they were accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters
as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and
all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were restricted securities for purposes of the Securities Act, and agreed to transfer such securities
only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be
transferred if subsequent registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.



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In September 2008 the Company issued warrant to purchase 500,000 shares of our common stock at a price of $.05 per share.
The offer and sale of such shares of our common stock were effected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act and in Section 4(2) of the
Securities Act, based on the following: (a) the investors confirmed to us that they were accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and
experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were
provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were restricted securities for purposes of the Securities
Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating
that it was restricted and could only be transferred if subsequent registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

Subsequent issuances:

In November 2008 the Company issued a total four Directors each 100.000 share of common stock. In
December 2008 the Company issued 250,000 shares of common stock to a company for consulting services. In December 2008 the Company sold 1,000,000 shares of common stock for $20,000. In December 2008 the Company issued 100,000 shares of common stock
to an employee. In December 2008 the Company issued each of two executive officers 750,000 shares of common stock In January 2009 the Company sold 2,000,000 shares of common stock for $20,000. In January 2009 the Company issued 1,000,000 shares of
common stock to a company for consulting services. In February 2009 the Company issued a total of 500,000 warrants to purchase common stock at a price of $.015. The warrants expire 5 years from the date of issuance. In February 2009, the Company
entered into a promissory note in the amount of $104,100. The note bears interest at a rate of 18% per annum and is payable in full on March 31, 2009. The offer and sale of such shares of our common stock were effected in reliance on the
exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act and in Section 4(2) of the Securities Act, based on the following: (a) the investors confirmed to us that
they were accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and
risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with
respect to our company; (d) the investors acknowledged that all securities being purchased were restricted securities for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under
the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequent registered under
the Securities Act or transferred in a transaction exempt from registration under the Securities Act.



|ITEM 6. | SELECTED FINANCIAL DATA.
|------- | ------------------------

Not required.



|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
|------- | -------------------------------------------------------------------------------------

Managements Discussion and Analysis contains various forward looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events or
the future financial performance of the Company that involve risks and uncertainties. Certain statements included in this Form 10K, including, without limitation, statements related to anticipated cash flow sources and uses, and words
including but not limited to anticipates, believes, plans, expects, future and similar statements or expressions, identify forward looking statements. Any forward looking statements herein
are subject to



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certain risks and uncertainties in the Companys business, including but not limited to, reliance on key customers and competition in its markets,
market demand, product performance, technological developments, maintenance of relationships with key suppliers and difficulties of hiring or retaining key personnel, all of which may be beyond the control of the Company. The Companys actual
results could differ materially from those anticipated in these forward looking statements as a result of certain factors, including those set forth therein.

Managements Discussion and Analysis of Consolidated Results of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the consolidated financial statements included herein. In addition,
you are urged to read this report in conjunction with the risk factors described herein.

This discussion and analysis of financial position and results of
operation is prepared as at October 31, 2008. The consolidated financial statements have been prepared using generally accepted accounting principles in the United States of America and, in the opinion of management, include all adjustments
considered necessary for a fair presentation of financial position, results of operations and cash flows of the Company.

Critical Accounting Policies
and Estimates

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting period. Our management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various
factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions.

The following critical accounting policies affect the more significant judgments and estimates used in the preparation of the Companys consolidated financial statements.

Stock Based Compensation

In December 2004, the FASB issued a
revision of SFAS No. 123 (SFAS No. 123(R)) that requires compensation costs related to share-based payment transactions to be recognized in the statement of operations. With limited exceptions, the amount of compensation cost
will be measured based on the grant-date fair value of the equity or liability instruments issued. In addition, liability awards will be re-measured each reporting period. Compensation cost will be recognized over the period that an employee
provides service in exchange for the award. SFAS No. 123(R) replaces SFAS No. 123 and is effective as of the beginning of January 1, 2006. Based on the number of shares and awards outstanding as of December 31, 2005 (and without
giving effect to any awards which may be granted in 2006), we do not expect our adoption of SFAS No. 123(R) in January 2006 to have a material impact on the financial statements.

FSP FAS 123(R)-5 was issued on October 10, 2006. The FSP provides that instruments that were originally issued as employee compensation and then modified, and that modification is made to the terms of the
instrument solely to reflect an equity restructuring that occurs when the holders are no longer employees, then no change in the recognition or the measurement (due to a change in classification) of those instruments will result if both of the
following conditions are met: (a). There is no increase in fair value of the award (or the ratio of intrinsic value to the exercise price of the award is preserved, that is, the holder is made whole), or the antidilution provision is not added to
the terms of the award in contemplation of an equity restructuring; and (b). All holders of the same class of equity instruments (for example, stock options) are treated in the same manner. The provisions in this FSP shall be applied in the first
reporting period beginning after the date the FSP is posted to the FASB website. The Company has adopted SP FAS 123(R)-5 but it did not have a material impact on its consolidated results of operations and financial condition.



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Accounting Policies and Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make certain 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. Our management periodically
evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a
result of different assumptions or conditions.

As such, in accordance with the use of accounting principles generally accepted in the United States of
America, our actual realized results may differ from managements initial estimates as reported. A summary of significant accounting policies are detailed in notes to the financial statements which are an integral component of this filing.

Revenues

The Company has adopted the Securities and
Exchange Commissions Staff Accounting Bulletin (SAB) No. 104, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements.

Our plan of operations relies heavily on the sale of the PAS suite of products. We have 5 main strategies to accomplish this:

Revenue Strategy 

The focus of the Revenue Strategy is as
follows:



| | 1. | Identify the most receptive healthcare target prospects and those communities of influence and geographies that offer the greatest concentration of healthcare target prospects.
Identify the ideal customer and channel or partnering profiles. Select the best targets and determine the entry point strategy for each product offering.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Develop and enhance the way Patient Access Solutions positions itself in the market. We will work with our existing marketing team, and develop and refine the optimal positioning
statements, value propositions and other messaging that responds to the most important priorities of the target markets and that aligns best with Patient Access Solutions product offerings and capabilities.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Determine the most efficient and potent use of available resources for capturing the greatest possible revenue stream in the shortest period of time. Determine which of the
organizations messages will have the greatest impact when delivered into these markets. i.e.-Physician Market, Hospital Market, Pharmaceutical market.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | Decide on the market mechanism or that combination of Lead Generation, Sales, Business Development, Marketing, and PR that will deliver the most potent impact on revenue capture in
the shortest period of time.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | Validate and test the pricing model to ensure that it optimizes margins and accelerates revenue capture.
| | -- | --------------------------------------------------------------------------------------------------------

P.A.S. believes in a great Revenue Strategy that will maximize revenue and share growth possibilities. Getting this part right from the start will pay enormous dividends to Patient Access Solutions over the long term.
P.A.S. will review prior efforts in this area, develop positioning and value premise statements as well as review the current sales strategy. We will validate and refine these strategies and endeavor to discover new strategies, markets, methods and
approaches to these markets. Finally, we will develop tactical plans to execute the strategy quickly and efficiently.



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Revenue Acceleration Process 

Concurrently, P.A.S. will develop an end-to-end Revenue Acceleration Process for executing the Strategy. The central focus of this effort is as follows:



| | 1. | Develop a repeatable Revenue Process (i.e.: residual income) that ensures a high win rate and is built around the healthcare practice culture, positioning and the competitive
landscape.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Custom craft a complete set of execution tools that will be used in client-facing encounters and in planning and managing pursuits.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------



| | 3. | Develop a measurement and rewards system to manage, and motivate the sales team members to exhibit those behaviors that are most predictive of sales success.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | Deploy AccessAccelerationTMactive performance management practices and metrics to a) jump start revenue, b) create strategic wins, and c) mobilize the P.A.S. organization around growth.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Results of OperationsFor the Ten months Ended October 31, 2008 as Compared to Ten months Ended October 31, 2007

Revenue

Our service revenues for ten months ended October 31, 2008 and 2007 were $239,209 and $242,602
respectively a decrease of $3,393. Credit card processing fees for ten months ended October 31, 2008 and 2007 were $52,772 and $25,191, respectively an increase of $27,581. During the Ten months ended October 31, 2008 the We shifted our
sales and marketing efforts towards from credit card terminals toward and credit card processing towards sales in the Electric Medical records and documentation management industry using digital pen and paperwork.

GROSS PROFIT

Our gross Profit margin for ten months ended
October 31, 2008 and 2007 were 23% and 33% respectively a decrease of 10%. The decrease was primarily attributable to additional customer support personnel.

Operating Expenses

Our general and administrative expenses for ten months ended October 31, 2008 and 2007 were $1,845,818 and $668,592
respectively an increase of $1,177,226. During the ten months ended October 31, 2008 the We incurred significant costs do to our expansion of the sales department, hiring industry consultants and the development and marketing and our
documentation management technology using digital pen and paperwork.

Our consulting expenses for ten months ended October 31, 2008 and 2007 were
$4,765,434 and $0 respectively. During the ten months ended October 31, 2008 we issued common stock valued at $3,950,260 to several consultants. We also paid several other consultants during the ten months ended October 31, 2008.

Results of OperationsFor the Year Ended December 31, 2007 as Compared to the period April 3, 2006 (Inception) to December 31, 2006

Revenue

Our service revenues for year ended
December 31, 2007 and the period April 3, 2006 (Inception) to December 31, 2006 were $292,292 and $219,991 respectively a increase of $72,301. Credit card processing fees for the year ended December 31, 2007 and the period
April 3, 2006 (Inception) to December 31, 2006 were $30,351 and $0. The increase in our service revenue and credit processing revenue was directly attributable to the Companys increase sales and marketing efforts.



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GROSS PROFIT

Our
gross profit margin for the year ended December 31, 2007 and the period April 3, 2006 (Inception) to December 31, 2006 were 66% and 59% respectively an increase of 6% The increase was attributable to the generating additional revenue
from card processing.

Operating Expenses

Our general
and administrative expenses for year ended December 31, 2007 and the period April 3, 2006 (Inception) to December 31, 2006 were $805,533 and $184,204 respectively an increase of $621,329. During the year ended December 31, 2007
the We incurred significantly costs do to the expansion of our sales department, and a hiring industry consultants and additional support and administrative personnel.

LIQUIDITY AND CAPITAL RESOURCES

During the ten months October 31, 2008 the We were funded by proceeds of notes
payable of $446,298, proceeds of convertible notes payable of $395,000 and the sale of common stock of $1,687,645. Subsequent to October 31, 2008 the We entered into a recourse factoring agreement with a third party. In addition the We received
$104,100 in the form of a note payable bearing interest at a rate of 18% per annum and is payable in full on March 31, 2009.

As reflected in the
accompanying financial statements, the We have a net loss of $7,575,124 for the ten months ended October 31, 2008, a working capital, deficiency of $1,230,762, and a stockholders deficiency of $908,379.

To date, we have financed our operations through the combination of our operating revenues, equity and debt financing (in connection with which we have at times incurred
significant costs), short-term bank loans, and the use of shares of our common stock issued as payment for services rendered to us by third parties. In the past, we issued shares of our common stock in private placement transactions to help finance
our operations, and to pay for professional services (such as financial consulting, market development, legal services and public relations services). We recognized these services on our books as operating or deferred expenses and amortized over
their estimated useful life.

In order to ensure sufficient funds to meet our future needs for capital, management believes that, from time to time, we
will continue to evaluate opportunities to raise financing through some combination of commercial bank borrowings, the private or public sale of equity, or issuance of debt securities. However, future equity or debt financing may not be available to
us at all, or if available, may not be on terms acceptable to us. If we are unable to obtain financing in the future, we will continue to develop our business on a reduced scale based on our existing capital resources.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet
arrangements.

We do not expect to incur any significant research and development costs.

We currently do not own any significant plant or equipment that we would seek to sell in the near future.



17



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##### Table of Contents

We have not paid for expenses on behalf of our director. Additionally, we believe that this fact shall not materially
change.

We do not intend to engage in a merger with, or effect an acquisition of, another company in the foreseeable future.



|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

Not
required.



|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------

Our audited financial
statements, together with the Report thereon of Jewitt, Swartz, Wolfe, and Associates, independent certified public accountants, are included elsewhere in Item 15 as F-1 through F-13.



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

We have had no disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures with any of our accountants for the year ended October 31, 2008 or
any interim period.

We have not had any other changes in nor have we had any disagreements, whether or not resolved, with our accountants on accounting
and financial disclosures during our two recent fiscal years or any later interim period.



|ITEM 9A. | CONTROLS AND PROCEDURES (ITEM 9A(T))
|-------- | ------------------------------------

a) Evaluation of Disclosure
Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of
the end of the period covered by this report. Based on that evaluation, Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such
that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and
(ii) accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of
the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our
internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting
principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting
companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Companys operation and are in a position to override any system of internal control. Additionally,
smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.



18



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##### Table of Contents

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Companys internal
control over financial reporting as of October 31, 2008. In making this assessment, our Chief Executive Officer and Chief Financial Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control  Integrated Framework. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer, concluded that, as of October 31, 2008, our internal control over financial reporting was effective.

b) Changes in Internal Control over Financial Reporting.

During the ten months ended October 31, 2008, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.



|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

None.

PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|-------- | -------------------------------------------------------

The
following table sets forth certain information regarding the our executive officers and directors of as of the date of this annual report:



|                                                                                          |  |     |  |                                           
|----------------------------------------------------------------------------------------- |  | --- |  | ------------------------------------------
|Name and Address                                                                          |  | Age |  | Position                                  
|Bruce Weitzberg c/o PATIENT ACCESS SOLUTIONS, INC. 245 Marcus Blvd. Hauppauge, NY 11788   |  | 50  |  | Chief Executive Officer and Director      
|                                                                                          |  |    
|Joseph Gonzalez c/o PATIENT ACCESS SOLUTIONS, INC. 245 Marcus Blvd. Hauppauge, NY 11788   |  | 38  |  | Director                                  
|                                                                                          |  |    
|Robert Linzalone c/o PATIENT ACCESS SOLUTIONS, INC. 245 Marcus Blvd. Hauppauge, NY 11788  |  | 50  |  | Director                                  
|                                                                                          |  |    
|Louis V. Perrotta c/o PATIENT ACCESS SOLUTIONS, INC. 245 Marcus Blvd. Hauppauge, NY 11788 |  | 67  |  | Principal Financial and Accounting Officer



19



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##### Table of Contents

Bruce Weitzberg

Mr. Weitzberg was the Chief Operating Officer of the Medcard Division of Medcom USA, Inc., a Healthcare transaction services company from 1999 through December 2006. Mr. Weitzberg was the Chief Executive Officer of Patient Access
Solutions Inc. from December, 2006 through the current date. Mr. Weitzberg graduated from New York Institute of Technology in Old Westbury New York in1981.

Robert Linzalone

Mr. Linzalone was the Director of Operations of the Medcard Division of Medcom USA, Inc., a Healthcare
transaction services company from 2002 through November, 2007. Mr. Linzalone was the Executive Vice President of Patient Access Solutions Inc. from December, 2006 through the current date.

Joseph Gonzalez:

Joseph Gonzalez has been the Vice
President of Business Development, of Secure EDI Health Group, LLC from 2004 through the present. From 1989 through 1992, Mr. Gonzalez served at the United States Naval Academy. Mr. Gonzalez received a B.A: Political Science, Business
Administration from Stony Brook University.

Louis V. Perrotta:

Louis V. Perrotta. From 1970 to the present, Mr. Perrotta has been President of Louis V. Perrotta & Co., an accounting firm providing advisory services, tax preparation and consulting for small business
clients, including record keeping for payroll, accounts receivable, accounts payable and general ledgers. In 1961, Mr. Perrotta graduated with a Bachelor of Business Administration from the Manhattan College School of Business in New York.

Board of Directors Committees and Other Information

The officers were appointed by the Board of Directors to a term of one (1) year and serve until successor(s) are duly elected and qualified, or until removed from office. The Board of Directors is not composed of any nominating,
auditing or compensation committees.

The Board of Directors currently has no committees. As and when required by law, it will establish Audit Committee
and a Compensation Committee. The Audit Committee will oversee the actions taken by our independent auditors and review our internal financial and accounting controls and policies. The Compensation Committee will be responsible for determining
salaries, incentives and other forms of compensation for our officers, employees and consultants and will administer our incentive compensation and benefit plans, subject to full board approval.

The functions of the Audit Committee and the Compensation Committee are currently performed by the Board of Directors.

Compensation of Directors

We do not pay our Directors any fees in
connection with their role as members of our Board. Directors are not paid for meetings attended at our corporate headquarters or for telephonic meetings Our Directors are reimbursed for travel and out-of-pocket expenses in connection with
attendance at Board meetings. Each board member serves for a one year term until elections are held at each annual meeting.

Directors are elected at the
Companys annual meeting of Stockholders and serve for one year until the next annual Stockholders meeting or until their successors are elected and qualified. Officers are elected by the Board of Directors and their terms of office are,
except to the extent governed by employment contract, at the discretion of the Board. The Company reimburses all Directors for their expenses in connection with their activities as directors of the Company. Directors of the Company who are also
employees of the Company will not receive additional compensation for their services as directors.



20



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##### Table of Contents

Family Relationships

There are no family relationships on the Board of Directors.

Compliance With Section 16(A) Of The Exchange Act 9.A. Directors And
Executive Officers, Promoters, And Control Persons:

The Company is aware that all filings of Form 4 and 5 required of Section 16(a) of the
Exchange Act of Directors, Officers or holders of 10% of the Companys shares have not been timely and the Company has instituted procedures to ensure compliance in the future.

Changes in Control

We are not aware of any arrangements, which may result in a change in control of the Company.

Indemnification of Officers and Directors

As
permitted by Nevada law, our Articles of Incorporation provide that we will indemnify its directors and officers against expenses and liabilities they incur to defend, settle, or satisfy any civil or criminal action brought against them on account
of their being or having been Company directors or officers unless, in any such action, they are adjudged to have acted with gross negligence or willful misconduct.

Pursuant to the foregoing provisions, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in that Act and is, therefore,
unenforceable.



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

Summary Compensation Table

The following table sets forth for the year ended December 31, 2007 compensation awarded to, paid to, or earned by, Mr. Bruce Weitzberg our
Chief Executive Officer, and our three other most highly compensated executive officers whose total compensation during the last fiscal year exceeded $100,000, if any.



|                            |  |          |  |            |  |           |  |                  |  |                 |  |                                            |  |                                                                      |  |                              |  |         
|--------------------------- |  | -------- |  | ---------- |  | --------- |  | ---------------- |  | --------------- |  | ------------------------------------------ |  | -------------------------------------------------------------------- |  | ---------------------------- |  | --------
|Name and Principal Position |  | Year     |  | Salary ($) |  | Bonus ($) |  | StockAwards($)   |  | OptionAwards($) |  | Non-EquityIncentivePlanCompensation-ion($) |  | Change inPensionValue
andNonqualifiedDeferredCompensationEarnings($) |  | All OtherCompensation-ion($) |  | Total($)
|Bruce Weitzberg             |  | 20082007 |  | 184,166    |  | 0         |  | 4,930,000 shares |  |                 |  |                                            |  |                                                                      |  |                              |  |         
|Robert Linzalone            |  | 20082007 |  | 184,166    |  | 0         |  | 4,930,000 shares |  |                 |  |                                            |  |                                                                      |  |                              |  |         



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##### Table of Contents

Summary Compensation Table

2008 SUMMARY COMPENSATION TABLE

2008 and 2007 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE



|                                 |  |                                                    |  |                                                    |  |                                                                             |  |                        |  |                      |  |                                                       |  |                                                            |  |                                                                                            |  |                                                                                                             
|-------------------------------- |  | -------------------------------------------------- |  | -------------------------------------------------- |  | --------------------------------------------------------------------------- |  | ---------------------- |  | -------------------- |  | ----------------------------------------------------- |  | ---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------
|                                 |  | Option Awards                                      |  | Stock Awards                                      
|                                 |  | Number ofSecuritiesUnderlyingUnexercisedOptions(#) |  | Number ofSecuritiesUnderlyingUnexercisedOptions(#) |  | EquityIncentivePlan Awards:Number ofSecuritiesUnderlyingUnexercisedUnearned |  | OptionExercisePrice($) |  | OptionExpirationDate |  | Number ofShares orUnits ofStock ThatHave NotVested(#) |  | MarketValue ofShares orUnits ofStock ThatHave NotVested($) |  | EquityIncentivePlanAwards:Number ofUnearnedShares,Unitsor OtherRightsThatHave NotVested(#) |  | EquityIncentivePlan Awards:Market orPayout Valueof UnearnedShares, Unitsor OtherRights ThatHave NotVested($)
|Name                             |  | Exercisable                                        |  | Unexercisable                                      |  |                                                                             |  |                        |  |                      |  |                                                       |  |                                                            |  |                                                                                            |  |                                                                                                             
|Bruce Weitzberg Robert Linzalone |  |                                                   |  |                                                   |  |                                                                            |  |                       |  |                     |  |                                                      |  |                                                           |  |                                                                                           |  |                                                                                                            

2008 OPTION EXERCISES AND STOCK VESTED TABLE

2008 PENSION BENEFITS TABLE



|                 |  |          |  |                                  |  |                                      |  |                                  
|---------------- |  | -------- |  | -------------------------------- |  | ------------------------------------ |  | ---------------------------------
|Name             |  | PlanName |  | Number ofYearsCreditedService(#) |  | PresentValueof AccumulatedBenefit($) |  | Payments DuringLastFiscal Year($)
|Bruce Weitzberg  |  |         |  |                                 |  |                                     |  |                                 
|Robert Linzalone |  |          |  |                                  |  |                                      |  |                                  

2008 NONQUALIFIED DEFERRED COMPENSATION TABLE



|                 |  |                                               |  |                                              |  |                                         |  |                                        |  |                                            
|---------------- |  | --------------------------------------------- |  | -------------------------------------------- |  | --------------------------------------- |  | -------------------------------------- |  | -------------------------------------------
|Name             |  | Executive Contributionsin Last Fiscal Year($) |  | RegistrantContributions inLastFiscal Year($) |  | Aggregate Earningsin LastFiscal Year($) |  | AggregateWithdrawals /Distributions($) |  | Aggregate Balance atLast Fiscal Year-End($)
|Bruce Weitzberg  |  |                                              |  |                                             |  |                                        |  |                                       |  |                                           
|Robert Linzalone |  |                                               |  |                                              |  |                                         |  |                                        |  |                                            



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##### Table of Contents

2008 DIRECTOR COMPENSATION TABLE



|                 |  |                              |  |                 |  |                  |  |                                        |  |                                                                      |  |                          |  |         
|---------------- |  | ---------------------------- |  | --------------- |  | ---------------- |  | -------------------------------------- |  | -------------------------------------------------------------------- |  | ------------------------ |  | --------
|Name             |  | Fees EarnedorPaid in Cash($) |  | Stock Awards($) |  | Option Awards($) |  | Non-EquityIncentivePlanCompensation($) |  | Changein PensionValue andNonqualifiedDeferredCompensationEarnings($) |  | All OtherCompensation($) |  | Total($)
|Bruce Weitzberg  |  |                              |  |                 |  |                  |  |                                        |  |                                                                      |  |                          |  |         
|Robert Linzalone |  |                             |  | 100,000 shares  |  |                 |  |                                       |  |                                                                     |  |                         |  |        

2008 ALL OTHER COMPENSATION TABLE



|                 |  |      |  |                                         |  |                      |  |                      |  |                                                     |  |                                |  |                                       |  |          
|---------------- |  | ---- |  | --------------------------------------- |  | -------------------- |  | -------------------- |  | --------------------------------------------------- |  | ------------------------------ |  | ------------------------------------- |  | ---------
|Name             |  | Year |  | Perquisitesand OtherPersonalBenefits($) |  | TaxReimbursements($) |  | InsurancePremiums($) |  | CompanyContributionsto Retirementand401(k)
Plans($) |  | SeverancePayments /Accruals($) |  | Changein ControlPayments /Accruals($) |  | Total ($)
|Bruce Weitzberg  |  |      |  |                                         |  |                      |  |                      |  |                                                     |  |                                |  |                                       |  |          
|Robert Linzalone |  |      |  |                                         |  |                      |  |                      |  |                                                     |  |                                |  |                                       |  |          

2008 PERQUISITES TABLE



|     |  |      |  |                                   |  |                               |  |           |  |                      |  |                                           
|---- |  | ---- |  | --------------------------------- |  | ----------------------------- |  | --------- |  | -------------------- |  | ------------------------------------------
|Name |  | Year |  | Personal Use ofCompanyCar/Parking |  | Financial Planning/Legal Fees |  | Club Dues |  | Executive Relocation |  | Total PerquisitesandOther PersonalBenefits

2008 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE



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|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|-------- | -----------------------------------------------------------------------------------------------

The following table sets forth certain information as of October 31, 2008 with respect to the beneficial ownership of Patient Access Solutions, Inc.s common stock by all persons known by Patient Access
Solutions, Inc. to be beneficial owners of more than 5% of any such outstanding classes, and by each director and executive officer, and by all officers and directors as a group based on 53,605,800 shares of common stock issued and outstanding.
Unless otherwise specified, the named beneficial owner has, to Patient Access Solutions, Inc. knowledge, either sole or majority voting and investment power.



|               |  |                                                                                           |  |                                    |  |                 
|-------------- |  | ----------------------------------------------------------------------------------------- |  | ---------------------------------- |  | ----------------
|Title Of Class |  | Name, Title and Address of Beneficial
Owner of Shares
(1)                                 |  | Amount of Beneficial Ownership (2) |  | Percent of Class
|Common         |  | Bruce Weitzberg c/o PATIENT ACCESS SOLUTIONS, INC. 245 Marcus Blvd. Hauppauge, NY 11788   |  | 4,930,000                          |  | 9.2%            
|               |  |                                                                                           | 
|Common         |  | Joseph Gonzalez c/o PATIENT ACCESS SOLUTIONS, INC. 245 Marcus Blvd. Hauppauge, NY 11788   |  | 100,000                            |  | Less than 1%    
|               |  |                                                                                           | 
|Common         |  | Robert Linzalone c/o PATIENT ACCESS SOLUTIONS, INC. 245 Marcus Blvd. Hauppauge, NY 11788  |  | 4,930,000                          |  | 9.2%            
|               |  |                                                                                           | 
|Common         |  | Louis V. Perrotta c/o PATIENT ACCESS SOLUTIONS, INC. 245 Marcus Blvd. Hauppauge, NY 11788 |  | 0                                  |  | 0%              
|               |  |                                                                                           | 
|               |  | All Directors and Officers as a group (4 persons)                                         |  | 9,960,000                          |  | 18.5%           



|         |  |                                                                                                                                                                                                                                                                            
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Notes: 1 |  | As used in this table, beneficial ownership means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a
security (i.e., the power to dispose of, or to direct the disposition of a security).



24



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##### Table of Contents

DESCRIPTION OF SECURITIES

General

Our authorized capital stock consists of 250,000,000 shares of common stock, par value $ .001, and 10,000,000 shares of preferred
stock with a par value of $.0001 (none of which are issued and outstanding).

Common Stock

The shares of our common stock presently outstanding, and any shares of our common stock issues upon exercise of stock options and/or warrants, will be fully paid and
non-assessable. Each holder of common stock is entitled to one vote for each share owned on all matters voted upon by shareholders, and a majority vote is required for all actions to be taken by shareholders. In the event we liquidate, dissolve or
wind-up our operations, the holders of the common stock are entitled to share equally and ratably in our assets, if any, remaining after the payment of all our debts and liabilities and the liquidation preference of any shares of preferred stock
that may then be outstanding. The common stock has no preemptive rights, no cumulative voting rights, and no redemption, sinking fund, or conversion provisions. Since the holders of common stock do not have cumulative voting rights, holders of more
than 50% of the outstanding shares can elect all of our Directors, and the holders of the remaining shares by themselves cannot elect any Directors. Holders of common stock are entitled to receive dividends, if and when declared by the Board of
Directors, out of funds legally available for such purpose, subject to the dividend and liquidation rights of any preferred stock that may then be outstanding.

Voting Rights

Each holder of Common Stock is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of
stockholders.

Dividends

Subject to preferences that
may be applicable to any then-outstanding shares of Preferred Stock, if any, and any other restrictions, holders of Common Stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the Companys
board of directors out of legally available funds. The Company and its predecessors have not declared any dividends in the past. Further, the Company does not presently contemplate that there will be any future payment of any dividends on Common
Stock.



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

During the fiscal year ended October 31, 2008 there were no related party advances.



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##### Table of Contents

|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES
|-------- | --------------------------------------

The following table sets
forth fees for services Jewett, Schwartz, Wolfe & Associates and Moore&Associates Chartered provided during fiscal year 2007 and 2008.



|                       |  |                                     |        |                    |       |                    |      
|---------------------- |  | ----------------------------------- | ------ | ------------------ | ----- | ------------------ | -----
|                       |  | 2008                                |        | 2007              
|                       |  | Jewett, Schwartz, Wolfe& Associates |        | Moore & Associates |       | Moore & Associates
|Audit Fees (1)         |  | $                                   | 52,000 |                    | 1,500 |                    | 1,500
|Audit-Related Fees (2) |  |                                     | 0      |                    | 0     |                    | 0    
|Tax Fees (3)           |  |                                     | 0      |                    | 0     |                    | 0    
|All Other Fees (4)     |  |                                     | 0      |                    | 0     |                    | 0    
|                       |  |                                     |       
|Total                  |  | $                                   | 52,000 |                    | 1,500 |                    | 1,500



|(1) | Audit fees represent fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial statements.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | During 2008, we did not incur fees for assurance services related to the audit of our financial statements and for services in connection with audits of our benefit plans, which
services would be reported in this category.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Tax fees principally included tax advice, tax planning and tax return preparation.
|--- | ----------------------------------------------------------------------------------

|(4) | Other fees related to registration statement reviews and comments.
|--- | ------------------------------------------------------------------

The
Board of Directors has reviewed and discussed with the Companys management and independent registered public accounting firm the audited consolidated financial statements of the Company contained in the Companys Annual Report on Form
10-K for the Companys 2008 fiscal year. The Board has also discussed with the auditors the matters required to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which includes,
among other items, matters related to the conduct of the audit of the Companys consolidated financial statements.

The Board has received and
reviewed the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and has discussed with its auditors
its independence from the Company. The Board has considered whether the provision of services other than audit services is compatible with maintaining auditor independence.

Based on the review and discussions referred to above, the Board approved the inclusion of the audited consolidated financial statements be included in the Companys Annual Report on Form 10-K for its 2008 fiscal
year for filing with the SEC.

Pre-Approval Policies

The Boards policy is now to pre-approve all audit services and all permitted non-audit services (including the fees and terms thereof) to be provided by the Companys independent registered public accounting firm; provided,
however, pre-approval requirements for non-audit services are not required if all such services (1) do not aggregate to more than five percent of total revenues paid by the Company to its accountant in the fiscal year when services are
provided; (2) were not recognized as non-audit services at the time of the engagement; and (3) are promptly brought to the attention of the Board and approved prior to the completion of the audit.

The Board pre-approved all fees described above.



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##### Table of Contents

PART IV



|ITEM 15. | EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
|-------- | ----------------------------------------



|     |  |                                                                             
|---- |  | ----------------------------------------------------------------------------
|3.1  |  | Articles of Incorporation (1)                                               
|     | 
|3.2  |  | By-laws (1)                                                                 
|     | 
|31.1 |  | Rule 1 3a-14(a)/15d- 14(a) Certifications of the Chief Executive Officer (2)
|     | 
|31.2 |  | Rule 13a-14(a)/15d-14(a) Certifications of the Chief Financial Officer (2)  
|     | 
|32.1 |  | Section 1350 Certification of the Chief Executive Officer (2)               
|     | 
|32.2 |  | Section 1350 Certification of the Chief Financial Officer (2)               



|(1) | Incorporated by reference to the Form. SB-2 filed with the Securities and Exchange Commission on August 24, 2007.
|--- | -----------------------------------------------------------------------------------------------------------------

|(2) | Filed herein.
|--- | -------------



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##### Table of Contents

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements of filing on Form 10-K and authorized this registration statement to be signed on its behalf by the undersigned, on the 18thday of March, 2009.



By

/s/ Bruce WeitzbergBruce Weitzberg, CEO,DirectorBy

/s/ Louis V. PerrottaLouis V. Perrotta,Chief Financial Officer,


In accordance with the requirements of the Securities Exchange Act of 1934, this annual
report was signed by the following persons in the capacities and on the dates stated:



|           |  |                       |  |                                   |  |               
|---------- |  | --------------------- |  | --------------------------------- |  | --------------
|Signatures |  | Title                 |  | Date                             
|           |  |                       | 
|By         |  | /s/ Bruce Weitzberg   |  | Chief Executive Officer, Director |  | March 18, 2009
|           |  | Bruce Weitzberg       |  |                                   |  |               
|           |  |                       | 
|By         |  | /s/ Joseph Gonzalez   |  | Director                          |  | March 18, 2009
|           |  | Joseph Gonzalez       |  |                                   |  |               
|           |  |                       | 
|By         |  | /s/ Robert Linzalone  |  | Director                          |  | March 18, 2009
|           |  | Robert Linzalone      |  |                                   |  |               
|           |  |                       | 
|By         |  | /s/ Louis V. Perrotta |  | Chief Financial Officer           |  | March 18, 2009
|           |  | Louis V. Perrotta     |  |                                   |  |               



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##### Table of Contents

PATIENT ACCESS SOLUTIONS, INC.

FINANCIAL STATEMENTS

OCTOBER 31,
2008



|                                                        |  |    
|------------------------------------------------------- |  | ---
|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |  | F-2
|                                                        | 
|FINANCIAL STATEMENTS                                    |  |    
|                                                        | 
|BALANCE SHEETS                                          |  | F-3
|                                                        | 
|STATEMENTS OF OPERATIONS                                |  | F-4
|                                                        | 
|STATEMENT OF SHAREHOLDERS EQUITY                       |  | F-5
|                                                        | 
|STATEMENTS OF CASH FLOWS                                |  | F-6
|                                                        | 
|NOTES TO FINANCIAL STATEMENTS                           |  | F-7



F-1



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##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Patient Access Solutions,
Inc.

We have audited the accompanying balance sheets of Patient Access Solutions, Inc. as of October 31, 2008 and December 31, 2007, and the
related statements of operations, stockholders equity, and cash flows for the ten month period ended October 31, 2008, the twelve month period ended December 31, 2007, and for the period from April 3, 2006 (inception) through
December 31, 2006. Patient Access Solutions, Inc.s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes 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, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Patient Access Solutions, Inc. as of
October 31, 2008 and December 31, 2007, and the results of its operations and its cash flows for the ten month period ended October 31, 2008, the twelve month period ended December 31, 2007, and for the period from April 3
2006, (inception) through December 31, 2006, 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 11 to the financial statements, the Company has suffered recurring losses from operations and has a net
capital deficiency that raise substantial doubt about its ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 11. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

/s/Jewett, Schwartz, Wolfe & Associates

Hollywood, FL

March 16, 2009



F-2



---

##### Table of Contents

Patient Access Solutions, Inc

Balance Sheets



|                                                                                                                                  |  |                 |            |   |                  |   |           |  
|--------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | ---------- | - | ---------------- | - | --------- | -
|                                                                                                                                  |  | October 31,2008 |            |   | December 31,2007 |  
|ASSETS                                                                                                                            |  |                 |            |   |                  |   |           |  
|                                                                                                                                  |  |                
|CURRENT ASSETS:                                                                                                                   |  |                 |            |   |                  |   |           |  
|                                                                                                                                  |  |                
|Cash                                                                                                                              |  | $               |           |   |                  | $ | 943       |  
|Accounts receivable, net                                                                                                          |  |                 | 14,776     |   |                  |   | 44,185    |  
|Inventory                                                                                                                         |  |                 | 41,013     |   |                  |   | 19,250    |  
|Current portion of investment in sales type leases                                                                                |  |                 | 192,555    |   |                  |   | 216,503   |  
|Other current assets                                                                                                              |  |                 | 13,083     |   |                  |   | 13,083    |  
|                                                                                                                                  |  |                 |            |   |                  |   |           |  
|Total currents assets                                                                                                             |  |                 | 261,427    |   |                  |   | 293,964   |  
|                                                                                                                                  |  |                
|Property and equipment, net                                                                                                       |  |                 | 325,433    |   |                  |   | 303,966   |  
|                                                                                                                                  |  |                
|Long term portion of investment in sales type leases                                                                              |  |                 | 397,584    |   |                  |   | 505,173   |  
|                                                                                                                                  |  |                 |            |   |                  |   |           |  
|                                                                                                                                  |  |                
|TOTAL ASSETS                                                                                                                      |  | $               | 984,444    |   |                  | $ | 1,103,103 |  
|                                                                                                                                  |  |                 |            |   |                  |   |           |  
|                                                                                                                                  |  |                
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                             |  |                 |            |   |                  |   |           |  
|                                                                                                                                  |  |                
|CURRENT LIABILITIES                                                                                                               |  |                 |            |   |                  |   |           |  
|Cash overdraft                                                                                                                    |  | $               | 11,365     |   |                  | $ |          |  
|Account payable and accrued expenses                                                                                              |  |                 | 137,952    |   |                  |   | 125,136   |  
|Accrued Interest                                                                                                                  |  |                 | 36,025     |   |                  |   |          |  
|Payroll taxes payable                                                                                                             |  |                 | 89,994     |   |                  |   | 76,599    |  
|Deferred revenue                                                                                                                  |  |                 | 192,555    |   |                  |   | 216,335   |  
|Convertible note payable                                                                                                          |  |                 | 25,000     |   |                  |   |          |  
|Notes payable                                                                                                                     |  |                 | 999,298    |   |                  |   | 553,000   |  
|                                                                                                                                  |  |                 |            |   |                  |   |           |  
|Total current liabilities                                                                                                         |  |                 | 1,492,189  |   |                  |   | 971,070   |  
|                                                                                                                                  |  |                
|Deferred revenue                                                                                                                  |  |                 | 400,634    |   |                  |   | 505,391   |  
|                                                                                                                                  |  |                
|COMMITMENTS AND CONTINGENCIES                                                                                                     |  |                 |            |   |                  |   |           |  
|                                                                                                                                  |  |                
|STOCKHOLDERS DEFICIT                                                                                                             |  |                 |            |   |                  |   |           |  
|Preferred stock $.0001 par value 10,000,000 shares authorized 0 shares issued and outstanding, respectively                       |  |                 |           |   |                  |   |          |  
|Common stock $.0001 par value 250,000,000 shares authorized 55,905,800 and 42,050,000 shares issued and outstanding,
respectively |  |                 | 55,906     |   |                  |   | 42,050    |  
|Additional paid-in capital                                                                                                        |  |                 | 7,361,604  |   |                  |   | 335,357   |  
|Accumulated deficit                                                                                                               |  |                 | (8,325,889 | ) |                  |   | (750,765  | )
|                                                                                                                                  |  |                 |            |   |                  |   |           |  
|TOTAL STOCKHOLDERS DEFICIT                                                                                                       |  |                 | (908,379   | ) |                  |   | (373,358  | )
|                                                                                                                                  |  |                 |            |   |                  |   |           |  
|                                                                                                                                  |  |                
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                       |  | $               | 984,444    |   |                  | $ | 1,103,103 |  
|                                                                                                                                  |  |                 |            |   |                  |   |           |  

See accompanying notes to financial statements.



F-3



---

##### Table of Contents

Patient Access Solutions, Inc

Statements of Operations



|                                                                             |  |                                      |            |   |                                       |   |            |                                                            |  |   |            |   |  |   |            |  
|---------------------------------------------------------------------------- |  | ------------------------------------ | ---------- | - | ------------------------------------- | - | ---------- | ---------------------------------------------------------- |  | - | ---------- | - |  | - | ---------- | -
|                                                                             |  | For the Ten Months Ended October 31, |            |   | For theTwelve MonthsDecember 31, 2007 |   |            | For the periodApril 3, 2006(Inception) toDecember 31, 2006 | 
|                                                                             |  | 2008                                 |            |   | 2007                                  |   |            |                                                           
|                                                                             |  | (Audited)                            |            |   | (Unaudited)                           |   |            | (Audited)                                                  |  |   | (Audited)  |  
|REVENUES:                                                                    |  |                                      |            |   |                                       |   |            |                                                            |  |   |            |   |  |   |            |  
|Service revenue                                                              |  | $                                    | 239,209    |   |                                       | $ | 242,602    |                                                            |  | $ | 292,292    |   |  | $ | 219,991    |  
|Credit card processing revenue                                               |  |                                      | 52,772     |   |                                       |   | 25,191     |                                                            |  |   | 30,351     |   |  |   |           |  
|                                                                             |  |                                      |            |   |                                       |   |            |                                                            |  |   |            |   |  |   |            |  
|Total revenues                                                               |  |                                      | 291,981    |   |                                       |   | 267,793    |                                                            |  |   | 322,643    |   |  |   | 219,991    |  
|                                                                             |  |                                      |            |  
|Cost of goods sold                                                           |  |                                      | 220,778    |   |                                       |   | 90,282     |                                                            |  |   | 108,773    |   |  |   | 89,463     |  
|                                                                             |  |                                      |            |   |                                       |   |            |                                                            |  |   |            |   |  |   |            |  
|                                                                             |  |                                      |            |  
|Gross Profit                                                                 |  |                                      | 71,203     |   |                                       |   | 177,511    |                                                            |  |   | 213,870    |   |  |   | 130,528    |  
|                                                                             |  |                                      |            |   |                                       |   |            |                                                            |  |   |            |   |  |   |            |  
|                                                                             |  |                                      |            |  
|OPERATING EXPENSES:                                                          |  |                                      |            |   |                                       |   |            |                                                            |  |   |            |   |  |   |            |  
|General and administrative expenses                                          |  |                                      | 1,845,818  |   |                                       |   | 668,592    |                                                            |  |   | 805,533    |   |  |   | 184,204    |  
|Consulting expense                                                           |  |                                      | 4,765,434  |   |                                       |   |           |                                                            |  |   |           |   |  |   |           |  
|Depreciation                                                                 |  |                                      | 90,480     |   |                                       |   | 19,635     |                                                            |  |   | 23,657     |   |  |   | 11,828     |  
|                                                                             |  |                                      |            |   |                                       |   |            |                                                            |  |   |            |   |  |   |            |  
|                                                                             |  |                                      |            |  
|TOTAL OPERATING EXPENSES                                                     |  |                                      | 6,701,732  |   |                                       |   | 688,227    |                                                            |  |   | 829,190    |   |  |   | 196,032    |  
|                                                                             |  |                                      |            |   |                                       |   |            |                                                            |  |   |            |   |  |   |            |  
|                                                                             |  |                                      |            |  
|Net loss from operations                                                     |  |                                      | (6,630,529 | ) |                                       |   | (510,716   | )                                                          |  |   | (615,320   | ) |  |   | (65,504    | )
|                                                                             |  |                                      |            |   |                                       |   |            |                                                            |  |   |            |   |  |   |            |  
|                                                                             |  |                                      |            |  
|OTHER EXPENSES:                                                              |  |                                      |            |   |                                       |   |            |                                                            |  |   |            |   |  |   |            |  
|Financing costs                                                              |  |                                      | 879,698    |   |                                       |   |           |                                                            |  |   |           |   |  |   |            |  
|Interest expense                                                             |  |                                      | 64,897     |   |                                       |   | 58,051     |                                                            |  |   | 69,941     |   |  |   |           |  
|                                                                             |  |                                      |            |   |                                       |   |            |                                                            |  |   |            |   |  |   |            |  
|Total other expenses                                                         |  |                                      | 944,595    |   |                                       |   | 58,051     |                                                            |  |   | 69,941     |   |  |   |           |  
|                                                                             |  |                                      |            |   |                                       |   |            |                                                            |  |   |            |   |  |   |            |  
|                                                                             |  |                                      |            |  
|Net loss before income taxes                                                 |  |                                      | (7,575,124 | ) |                                       |   | (568,767   | )                                                          |  |   | (685,261   | ) |  |   | (65,504    | )
|                                                                             |  |                                      |            |   |                                       |   |            |                                                            |  |   |            |   |  |   |            |  
|                                                                             |  |                                      |            |  
|Income taxes                                                                 |  |                                      |           |   |                                       |   |           |                                                            |  |   |           |   |  |   |           |  
|                                                                             |  |                                      |            |   |                                       |   |            |                                                            |  |   |            |   |  |   |            |  
|NET LOSS                                                                     |  | $                                    | (7,575,124 | ) |                                       | $ | (568,767   | )                                                          |  | $ | (685,261   | ) |  | $ | (65,504    | )
|                                                                             |  |                                      |            |   |                                       |   |            |                                                            |  |   |            |   |  |   |            |  
|Weighted average number of common shares outstanding Basic and Fully Diluted |  |                                      | 49,927,176 |   |                                       |   | 42,050,000 |                                                            |  |   | 42,050,000 |   |  |   | 42,050,000 |  
|                                                                             |  |                                      |            |   |                                       |   |            |                                                            |  |   |            |   |  |   |            |  
|                                                                             |  |                                      |            |  
|Basic and Fully diluted net loss per share                                   |  | $                                    | (0.15      | ) |                                       | $ | (0.01      | )                                                          |  | $ | (0.02      | ) |  | $ | (0.00      | )
|                                                                             |  |                                      |            |   |                                       |   |            |                                                            |  |   |            |   |  |   |            |  

See accompanying notes to financial statements.



F-4



---

##### Table of Contents

Patient Access Solutions, Inc

Consolidated Statement of Changes in Stockholders Deficit

For the Ten Months Ended October 31, 2008 The Year Ended December 31, 2007 and

the
Period April 3, 2006 (Inception) to December 31, 2006



|                                                             |  |                                 |  |                             |   |                          |            |        |                    |        |  |       |           |   |  |   |            |   |  |   |            |  
|------------------------------------------------------------ |  | ------------------------------- |  | --------------------------- | - | ------------------------ | ---------- | ------ | ------------------ | ------ |  | ----- | --------- | - |  | - | ---------- | - |  | - | ---------- | -
|                                                             |  | Preferred Stock$.0001 par value |  | Common Stock$.001 par value |   | AdditionalPaid-inCapital |            |        | AccumulatedDeficit |        |  | Total |          
|                                                             |  | Shares                          |  | Amount                      |   | Shares                   |            | Amount |                    |        | 
|April 3, 2006 (Inception)                                    |  |                                |  | $                           |  |                          |           |        | $                  |       |  | $     |          |   |  | $ |           |   |  | $ |           |  
|                                                             |  |                                 |  |                             |   |                          |           
|Issuance of common stock to founder                          |  |                                |  |                             |  |                          | 42,050,000 |        |                    | 42,050 |  |       | (42,050   | ) |  |   |           |   |  |   |           |  
|                                                             |  |                                 |  |                             |   |                          |           
|Capital contribution of equipment                            |  |                                |  |                             |  |                          |           |        |                    |       |  |       | 187,000   |   |  |   |           |   |  |   | 187,000    |  
|                                                             |  |                                 |  |                             |   |                          |           
|Capital contribution of cash                                 |  |                                |  |                             |  |                          |           |        |                    |       |  |       | 60,000    |   |  |   |           |   |  |   | 60,000     |  
|                                                             |  |                                 |  |                             |   |                          |           
|Net Loss from April 3, 2006 (Inception) to December 31, 2006 |  |                                |  |                             |  |                          |           |        |                    |       |  |       |          |   |  |   | (65,504    | ) |  |   | (65,504    | )
|                                                             |  |                                 |  |                             |   |                          |            |        |                    |        |  |       |           |   |  |   |            |   |  |   |            |  
|                                                             |  |                                 |  |                             |   |                          |           
|Balance December 31, 2006                                    |  |                                |  | $                           |  |                          | 42,050,000 |        | $                  | 42,050 |  | $     | 204,950   |   |  | $ | (65,504    | ) |  | $ | 181,496    |  
|                                                             |  |                                 |  |                             |   |                          |           
|Capital contribution of equipment                            |  |                                |  |                             |  |                          |           |        |                    |       |  |       | 130,407   |   |  |   |           |   |  |   | 130,407    |  
|                                                             |  |                                 |  |                             |   |                          |           
|Net loss for the year ended December 31, 2007                |  |                                |  |                             |  |                          |           |        |                    |       |  |       |          |   |  |   | (685,261   | ) |  |   | (685,261   | )
|                                                             |  |                                 |  |                             |   |                          |            |        |                    |        |  |       |           |   |  |   |            |   |  |   |            |  
|                                                             |  |                                |  | $                           |  |                          | 42,050,000 |        | $                  | 42,050 |  | $     | 335,357   |   |  | $ | (750,765   | ) |  | $ | (373,358   | )
|                                                             |  |                                 |  |                             |   |                          |           
|Private Placement of common stock                            |  |                                |  |                             |  |                          | 3,365,800  |        |                    | 3,366  |  |       | 1,684,279 |   |  |   |           |   |  |   | 1,687,645  |  
|                                                             |  |                                 |  |                             |   |                          |           
|Common stock issued for convertible notes                    |  |                                |  |                             |  |                          | 740,000    |        |                    | 740    |  |       | 369,260   |   |  |   |           |   |  |   | 370,000    |  
|                                                             |  |                                 |  |                             |   |                          |           
|Common stock issued for consulting fees                      |  |                                |  |                             |  |                          | 7,450,000  |        |                    | 7,450  |  |       | 3,942,810 |   |  |   |           |   |  |   | 3,950,260  |  
|                                                             |  |                                 |  |                             |   |                          |           
|Common stock issued for legal fees                           |  |                                |  |                             |  |                          | 250,000    |        |                    | 250    |  |       | 162,250   |   |  |   |           |   |  |   | 162,500    |  
|                                                             |  |                                 |  |                             |   |                          |           
|Common stock issued for loan costs                           |  |                                |  |                             |  |                          | 2,050,000  |        |                    | 2,050  |  |       | 800,700   |   |  |   |           |   |  |   | 802,750    |  
|                                                             |  |                                 |  |                             |   |                          |           
|Warrants issued for loan costs                               |  |                                |  |                             |  |                          |           |        |                    |       |  |       | 66,948    |   |  |   |           |   |  |   | 66,948     |  
|                                                             |  |                                 |  |                             |   |                          |           
|Net loss for the ten months ended October 31, 2008           |  |                                 |  |                             |   |                          |           |        |                    |        |  |       |           |   |  |   | (7,575,124 | ) |  |   | (7,575,124 | )
|                                                             |  |                                 |  |                             |   |                          |            |        |                    |        |  |       |           |   |  |   |            |   |  |   |            |  
|                                                             |  |                                |  | $                           |  |                          | 55,905,800 |        | $                  | 55,906 |  | $     | 7,361,604 |   |  | $ | (8,325,889 | ) |  | $ | (908,379   | )
|                                                             |  |                                 |  |                             |   |                          |            |        |                    |        |  |       |           |   |  |   |            |   |  |   |            |  

See accompanying notes to financial statements.



F-5



---

##### Table of Contents

Patient Access Solutions, Inc.

Statements of Cash Flows



|                                                                           |  |                                      |            |   |                                       |   |          |                                                            |  |   |           |   |  |   |         |  
|-------------------------------------------------------------------------- |  | ------------------------------------ | ---------- | - | ------------------------------------- | - | -------- | ---------------------------------------------------------- |  | - | --------- | - |  | - | ------- | -
|                                                                           |  | For the Ten Months Ended October 31, |            |   | For theTwelve MonthsDecember 31, 2007 |   |          | For the periodApril 3, 2006(Inception) toDecember 31, 2006 | 
|                                                                           |  | 2008                                 |            |   | 2007                                  |   |          |                                                           
|                                                                           |  | (Audited)                            |            |   | (Unaudited)                           |   |          | (Audited)                                                  |  |   | (Audited) |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                      |  |                                      |            |   |                                       |   |          |                                                            |  |   |           |   |  |   |         |  
|Net loss                                                                   |  | $                                    | (7,575,124 | ) |                                       | $ | (568,767 | )                                                          |  | $ | (685,261  | ) |  |   | (65,504 | )
|Adjustments to reconcile net loss to net cash used in operating activities |  |                                      |            |   |                                       |   |          |                                                            |  |   |           |   |  |   |         |  
|Depreciation                                                               |  |                                      | 90,480     |   |                                       |   | 19,635   |                                                            |  |   | 23,657    |   |  |   | 11,828  |  
|Capital contribution of services                                           |  |                                      |           |   |                                       |   |         |                                                            |  |   |          |   |  |   | 20,000  |  
|Increase in reserve for uncollectible accounts receivable                  |  |                                      | 8,000      |   |                                       |   |         |                                                            |  |   | 2,000     |   |  |   |        |  
|Common stock issued for consulting services                                |  |                                      | 3,950,260  |   |                                       |   |         |                                                            |  |   |          |   |  |   |        |  
|Common stock issued for legal services                                     |  |                                      | 162,500    |   |                                       |   |         |                                                            |  |   |          |   |  |   |        |  
|Common stock issued for loan costs                                         |  |                                      | 802,750    |   |                                       |   |         |                                                            |  |   |          |   |  |   |        |  
|Warrants issued for loan costs                                             |  |                                      | 66,948     |   |                                       |   |         |                                                            |  |   |          |   |  |   |        |  
|Changes in operating assets and liabilities                                |  |                                      |            |   |                                       |   |          |                                                            |  |   |           |   |  |   |         |  
|Decrease / (Increase) in accounts receivable                               |  |                                      | 21,409     |   |                                       |   | (22,578  | )                                                          |  |   | (46,185   | ) |  |   |        |  
|Inventory                                                                  |  |                                      | (21,763    | ) |                                       |   | (13,250  | )                                                          |  |   | (13,250   | ) |  |   | 34,118  |  
|Other current assets                                                       |  |                                      |           |   |                                       |   | 15,612   |                                                            |  |   | 2,529     |   |  |   | (15,612 | )
|Accounts payable and accrued expenses                                      |  |                                      | 12,816     |   |                                       |   | 115,158  |                                                            |  |   | 116,750   |   |  |   | 8,392   |  
|Accrued interest                                                           |  |                                      | 36,025     |   |                                       |   |         |                                                            |  |   |          |   |  |   |        |  
|Deferred revenue                                                           |  |                                      | (128,537   | ) |                                       |   | 153,064  |                                                            |  |   |          |   |  |   |        |  
|Payroll taxes payable                                                      |  |                                      | 13,395     |   |                                       |   | 61,569   |                                                            |  |   | 76,599    |   |  |   |        |  
|                                                                           |  |                                      |            |   |                                       |   |          |                                                            |  |   |           |   |  |   |         |  
|                                                                           |  |                                      |            |  
|CASH FLOWS USED IN OPERATING ACTIVITIES                                    |  |                                      | (2,560,841 | ) |                                       |   | (239,557 | )                                                          |  |   | (523,161  | ) |  |   | (6,778  | )
|                                                                           |  |                                      |            |   |                                       |   |          |                                                            |  |   |           |   |  |   |         |  
|                                                                           |  |                                      |            |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                       |  |                                      |            |   |                                       |   |          |                                                            |  |   |           |   |  |   |         |  
|Decrease in investment in leases                                           |  |                                      | 131,537    |   |                                       |   | (221,933 | )                                                          |  |   | (721,676  | ) |  |   |        |  
|Increase in obligation under capital leases                                |  |                                      |           |   |                                       |   |         |                                                            |  |   | 721,726   |   |  |   |        |  
|Due from related party                                                     |  |                                      |           |   |                                       |   | 45,600   |                                                            |  |   | 45,600    |   |  |   | (46,500 | )
|Purchase of fixed assets                                                   |  |                                      | (111,947   | ) |                                       |   | (81,268  | )                                                          |  |   | (81,268   | ) |  |   |        |  
|                                                                           |  |                                      |            |   |                                       |   |          |                                                            |  |   |           |   |  |   |         |  
|                                                                           |  |                                      |            |  
|CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES                      |  |                                      | (19,590    | ) |                                       |   | (257,601 | )                                                          |  |   | (35,618   | ) |  |   | (46,500 | )
|                                                                           |  |                                      |            |  
|CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                                |  |                                      |            |   |                                       |   |          |                                                            |  |   |           |   |  |   |         |  
|Cash overdraft                                                             |  |                                      | 11,365     |   |                                       |   | 3,769    |                                                            |  |   |          |   |  |   |        |  
|Capital contribution of cash                                               |  |                                      |           |   |                                       |   |         |                                                            |  |   |          |   |  |   | 60,000  |  
|Proceeds from notes payable                                                |  |                                      | 446,298    |   |                                       |   | 486,667  |                                                            |  |   |          |   |  |   |        |  
|Proceeds from convertible notes                                            |  |                                      | 395,000    |   |                                       |   |         |                                                            |  |   | 553,000   |   |  |   |        |  
|Sale of common stock                                                       |  |                                      | 1,687,645  |   |                                       |   |         |                                                            |  |   |          |   |  |   |        |  
|                                                                           |  |                                      |            |   |                                       |   |          |                                                            |  |   |           |   |  |   |         |  
|                                                                           |  |                                      |            |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                       |  |                                      | 2,540,308  |   |                                       |   | 490,436  |                                                            |  |   | 553,000   |   |  |   | 60,000  |  
|                                                                           |  |                                      |            |   |                                       |   |          |                                                            |  |   |           |   |  |   |         |  
|                                                                           |  |                                      |            |  
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                  |  |                                      | (943       | ) |                                       |   | (6,722   | )                                                          |  |   | (5,779    | ) |  |   | 6,722   |  
|                                                                           |  |                                      |            |  
|CASH AND CASH EQUIVALENTS, Beginning                                       |  |                                      | 943        |   |                                       |   | 6,722    |                                                            |  |   | 6,722     |   |  |   |        |  
|                                                                           |  |                                      |            |   |                                       |   |          |                                                            |  |   |           |   |  |   |         |  
|                                                                           |  |                                      |            |  
|CASH AND CASH EQUIVALENTS, Ending                                          |  | $                                    |           |   |                                       | $ |         |                                                            |  | $ | 943       |   |  |   | 6,722   |  
|                                                                           |  |                                      |            |   |                                       |   |          |                                                            |  |   |           |   |  |   |         |  
|                                                                           |  |                                      |            |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:                        |  |                                      |            |   |                                       |   |          |                                                            |  |   |           |   |  |   |         |  
|Interest paid                                                              |  | $                                    | 9,693      |   |                                       | $ |         |                                                            |  | $ |          |   |  | $ |        |  
|                                                                           |  |                                      |            |   |                                       |   |          |                                                            |  |   |           |   |  |   |         |  
|Income taxes                                                               |  | $                                    |           |   |                                       | $ |         |                                                            |  | $ |          |   |  | $ |        |  
|                                                                           |  |                                      |            |   |                                       |   |          |                                                            |  |   |           |   |  |   |         |  
|Conversion of convertible loans to common stock                            |  | $                                    | 370,000    |   |                                       | $ |         |                                                            |  | $ |          |   |  | $ |        |  
|                                                                           |  |                                      |            |   |                                       |   |          |                                                            |  |   |           |   |  |   |         |  
|Capital contribution of equipment                                          |  | $                                    |           |   |                                       | $ | 130,407  |                                                            |  | $ | 130,407   |   |  | $ | 187,000 |  
|                                                                           |  |                                      |            |   |                                       |   |          |                                                            |  |   |           |   |  |   |         |  

See accompanying notes to financial statements.



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##### Table of Contents

PATIENT ACCESS SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS
OF OCTOBER 31, 2008

NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

Patient Access Solutions Inc. was incorporated on April 3, 2006. Recognizing that healthcare industry offers many opportunities to capture data and complete transactions electronically, the Company began to apply its technology
knowledge in this marketplace. Patient Access Solutions, Inc., as a technology solutions provider is focused on quality and service within the healthcare community, with an overall focus of using innovative and secure technology to facilitate their
clients needs.

On March 31, 2008, Patient Access Solutions Inc., a New York corporation, Blue Mountain Resources Inc., a Nevada corporation
(the Company), and Blue Mountain Acquisition Subsidiary Corp., a Florida corporation and wholly-owned subsidiary of the Company, entered into an Agreement and Plan of Merger whereby Patient Access Solutions Inc., was merged into the
Company (the Merger Agreement). Pursuant to the terms and conditions of the Merger Agreement, the shareholders of Patient Access Solutions Inc. received an aggregate of 2,900,000 shares of Company common stock. The existing shareholders
of Blue Mountain Resources Inc maintained their 2,900,000 shares of common stock. This transaction has been accounted for as a reverse acquisition. Accounting principles applicable to reverse acquisitions have been applied to record the acquisition.
Under this basis of accounting, Patient Access Solutions Inc. is the acquirer and, accordingly, the consolidated entity is considered to be a continuation of Patient Access Solutions Inc., with the net assets of Patient Access Solutions Inc. deemed
to have been acquired and recorded at its historical cost.

On June 2, 2008, the Company changed its name from Blue Mountain Resources, Inc to Patient
Access Solutions, Inc. and enacted a forward stock split of 7.25-1, payable upon surrender of our shareholders stock certificates. Our authorized stock is as follows: The total number of capital stock which may be issued by the Company is two
hundred and sixty million (260,000,000) shares, of which two hundred and fifty million (250,000,000) shares are common stock with a par value of one tenth of one cent ($0.0001) per share, and ten million (10,000,000) shares are
Preferred Shares, with a par value of one tenth of one cent ($0.0001) per share the rights and preferences of which may be determined by the Board of Directors. Shares may be issued by the Company from time to time for such consideration as may be
fixed by the Board of Directors.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

PRINCIPLES OF CONSOLIDATION

The financial statements include the accounts of the Company for the ten months ended
October 31, 2008 and the years ended December 31, 2008 and 2007.

The consolidated financial statements include the amounts of Patient Access
Solutions, Inc, Patient Access Solutions (New York) and The Digital Paperwork Access Solutions, Inc. which was organized on July 23, 2008.

REVENUE
RECOGNITION

The Company recognizes revenue when earned in accordance with Staff Accounting Bulletin (SAB) No. 104,Revenue Recognition, and Emerging Issues Task Force (EITF) 00-21, Revenue Arrangements with Multiple Deliverables. Revenue is recognized when persuasive evidence of an arrangement exists, product delivery and
installation and configuration has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. For product sales, revenue is not recognized until title and risk of loss have transferred to
the customer. The Companys revenue arrangements, with multiple elements (if any) are divided into separate units of accounting if specified criteria are met, including whether the delivered element has stand-alone value to the customer and
whether there is objective and reliable evidence of the fair value of the undelivered items. The consideration received is allocated among the separate units based on their respective fair values, and the applicable revenue recognition criteria are
applied to each of the separate units.

Under the Lease agreement at the end of the lease period the customer has to either renew the lease or return the
equipment to the Company. The terminals that were leased will be refurbished and reprogrammed and can then be further leased and or sold to other customers of the Company.

Revenue types:



| | 1. | Leases the terminals to its customers through a third party leasing company. The leasing company is then invoiced for the Gross amount of the lease payments, less the leasing
companys fees for advance funding of the lease. The Companys agreement with the leasing company(s) provides no recourse if the lessee defaults on the lease for any reason. Revenue is recognized when the equipment is installed. At year
end an accrual will be made for any installed equipment at customers premises for which payment has not been received.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | The Company rents terminals to its customers. The Rental Agreement is generally for an average of forty months.
| | -- | ---------------------------------------------------------------------------------------------------------------



| | 3. | The Company also bills its leasing and rental customers for various transaction fees for certain types of transaction processed though terminals.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | The Company also offers a web based portal solution. The Company receives payments for all web based portal services through as 36-48 month Subscription agreements and additional
residual transaction revenue generated through the system from the healthcare providers for these transactions.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2007,
cash and cash equivalents included cash on hand and cash in the bank. As of October 31, 2008 the Company had a cash overdraft.

ACCOUNTS RECEIVABLE

The Company is required to estimate the collectability of its accounts receivable as noted on the balance sheet and under the guidelines of FASB 13. The
Companys reserve for doubtful accounts is estimated by management based on a review of historic losses and the age of existing receivables from specific customers.



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##### Table of Contents

CONCENTRATION OF CREDIT RISK

The Company had one customer that accounted for approximately 26% of total revenues for the ten months ended October 31, 2008.

USE OF
ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.

NET LOSS PER COMMON SHARE

In accordance with SFAS No. 128, Earnings per Share, basic earnings per share is computed by dividing the net income (loss) available to common
shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were
exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of October 31, 2008 and 2007 and December 31, 2007 and 2006, there were no potential dilutive instruments that
could result in share dilution.

RECLASSIFICATIONS

Certain
amounts from prior periods have been reclassified to conform to the current period presentation.

INVENTORIES

The Companys inventories consist of finished goods which include digital pens and both new and refurbished point of service terminals. Inventories are stated at
lower of cost or market. Cost is determined on the first-in, first-out basis.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful life.

ADVERTISING COSTS

Advertising costs are expensed as incurred. Total
advertising costs charged to operations for the ten months ended October 31, 2008 and 2007 were $149,363 and $1,464 respectively. Total advertising costs charged to operations for the years ended December 31 2007 $4,941 and $0 for the
period from April 3, 2006 (inception) to December 31, 2006.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts reported in the balance sheet for cash, receivables, accounts payable, accrued expenses and notes payable approximate fair value based on the
short-term maturity of these instruments.

BUSINESS SEGMENTS

The Company operates in the Technology Sector in the Healthcare Information Services Industry.

RECENT ACCOUNTING PRONOUNCEMENTS

Employers Disclosures about Postretirement Benefit Plan Assets

In December 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position on Financial Accounting Standard (FSP FAS) No. 132(R)-1, Employers Disclosures about Postretirement
Benefit Plan Assets. This FSP amends FASB Statement No. 132(R) (SFAS No. 132(R)), Employers Disclosures about Pensions and Other Postretirement Benefits, to provide guidance on an employers
disclosures about plan assets of a defined benefit pension or other postretirement plan. FSP FAS No. 132(R)-1 also includes a technical amendment to SFAS No. 132(R) that requires a nonpublic entity to disclose net periodic benefit cost for
each annual period for which a statement of income is presented. The required disclosures about plan assets are effective for fiscal years ending after December 15, 2009. The technical amendment was effective upon issuance of FSP FAS
No. 132(R)-1. The Company is currently assessing the impact if any of FSP FAS No. 132(R)-1 on its consolidated financial position and results of operations.

Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises

In December 2008, the FASB
issued FSP FIN No. 48-3, Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises. FSP FIN No. 48-3 defers the effective date of FIN No. 48, Accounting for Uncertainty in Income
Taxes, for certain nonpublic enterprises as defined in SFAS No. 109, Accounting for Income Taxes. However, nonpublic consolidated entities of public enterprises that apply U.S. generally accepted accounting principles (GAAP)
are not eligible for the deferral.FSP FIN No. 48-3 was effective upon issuance. The impact of adoption was not material to the Companys consolidated financial condition or results of operations.

Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities

In December 2008, the FASB issued FSP FAS No. 140-4 and FIN No. 46(R) -8, Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities. This FSP amends SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, to require public entities to provide additional
disclosures about transfers of financials assets. FSP FAS No. 140-4 also amends FIN No. 46(R)-8, Consolidation of Variable Interest Entities, to require public enterprises, including sponsors that have a variable interest
entity, to provide additional disclosures about their involvement with a variable interest entity. FSP FAS No. 140-4 also requires certain additional disclosures, in regards to variable interest entities, to provide greater transparency to
financial statement users. FSP FAS No. 140-4 is effective for the first reporting period (interim or annual) ending after December 15, 2008, with early application encouraged. The Company is currently assessing the impact of FSP FAS
No. 140-4 on its consolidated financial position and results of operations.



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##### Table of Contents

Accounting for an Instrument (or an Embedded Feature) with a Settlement Amount That is Based on the Stock of an
Entitys Consolidated Subsidiary

In November 2008, the FASB issued FSP Emerging Issues Task Force (EITF) Issue No. 08-8,
Accounting for an Instrument (or an Embedded Feature) with a Settlement Amount That is Based on the Stock of an Entitys Consolidated Subsidiary. EITF No. 08-8 clarifies whether a financial instrument for which the payoff to
the counterparty is based, in whole or in part, on the stock of an entitys consolidated subsidiary is indexed to the reporting entitys own stock. EITF No. 08-8 also clarifies whether or not stock should be precluded from qualifying
for the scope exception of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, or from being within the scope of EITF No. 00-19, Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Companys Own Stock. EITF No. 08-8 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The Company is currently assessing the impact of
EITF No. 08-8 on its consolidated financial position and results of operations.

Accounting for Defensive Intangible Assets

In November 2008, the FASB issued EITF Issue No. 08-7, Accounting for Defensive Intangible Assets. EITF No. 08-7 clarifies how to account for
defensive intangible assets subsequent to initial measurement. EITF No. 08-7 applies to all defensive intangible assets except for intangible assets that are used in research and development activities. EITF No. 08-7 is effective for
intangible assets acquired on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company is currently assessing the impact of EITF No. 08-7 on its consolidated financial position and
results of operations.

Equity Method Investment Accounting Considerations

In November 2008, the FASB issued EITF Issue No. 08-6 (EITF No. 08-6), Equity Method Investment Accounting Considerations. EITF No. 08-6 clarifies accounting for certain
transactions and impairment considerations involving the equity method. Transactions and impairment dealt with are initial measurement, decrease in investment value, and change in level of ownership or degree of influence. EITF No. 08-6 is
effective on a prospective basis for fiscal years beginning on or after December 15, 2008. The Company is currently assessing the impact of EITF No. 08-6 on its consolidated financial position and results of operations.

Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active

In October 2008, the FASB issued FSP FAS No. 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active. This FSP clarifies the application of SFAS
No. 157, Fair Value Measurements, in a market that is not active. The FSP also provides examples for determining the fair value of a financial asset when the market for that financial asset is not active. FSP FAS No. 157-3 was
effective upon issuance, including prior periods for which financial statements have not been issued. The impact of adoption was not material to the Companys consolidated financial condition or results of operations.

Issuers Accounting for Liabilities Measured at Fair Value with a Third-Party Credit Enhancement

In September 2008, the FASB issued EITF Issue No. 08-5 (EITF No. 08-5), Issuers Accounting for Liabilities Measured at Fair Value with a
Third-Party Credit Enhancement. This FSP determines an issuers unit of accounting for a liability issued with an inseparable third-party credit enhancement when it is measured or disclosed at fair value on a recurring basis. FSP EITF
No. 08-5 is effective on a prospective basis in the first reporting period beginning on or after December 15, 2008. The Company is currently assessing the impact of FSP EITF No. 08-5 on its consolidated financial position and results
of operations.

Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation
No. 45; and Clarification of the Effective Date of FASB Statement No. 161

In September 2008, the FASB issued FSP FAS No. 133-1,
Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161. This FSP amends FASB
Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, to require disclosures by sellers of credit derivatives, including credit derivatives embedded in a hybrid instrument. The FSP also amends FASB
Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, to require and additional disclosure about the current status of the
payment/performance risk of a guarantee. Finally, this FSP clarifies the Boards intent about the effective date of FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities. FSP FAS No. 133-1
is effective for fiscal years ending after November 15, 2008. The Company is currently assessing the impact of FSP FAS No. 133-1 on its consolidated financial position and results of operations.

Endowments of Not-for-Profit Organizations: Net Asset Classification of Funds Subject to an Enacted Version of the Uniform Prudent Management of Institutional Funds
Act, and Enhanced Disclosures for all Endowment Funds

In August 2008, the FASB issued FSP FAS No. 117-1, Endowments of Not-for-Profit
Organizations: Net Asset Classification of Funds Subject to an Enacted Version of the Uniform Prudent Management of Institutional Funds Act (UPMIFA), and Enhanced Disclosures for all Endowment Funds. The intent of this FSP is to
provide guidance on the net asset classification of donor-restricted endowment funds. The FSP also improves disclosures about an organizations endowment funds, both donor-restricted and board-designated, whether or not the organization is
subject to the UPMIFA. FSP FAS No. 117-1 is effective for fiscal years ending after December 31, 2008. Earlier application is permitted provided that annual financial statements for that fiscal year have not been previously issued. The
Company is currently assessing the impact for FSP FAS No. 117-1 on its consolidated financial position and results of operations.

Determining
Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities

In June 2008, the FASB issued FSP Emerging Issues
Task Force (EITF) Issue No. 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities. The FSP addresses whether instruments granted in share-based payment
transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. The FSP affects entities that accrue dividends on share-based
payment awards during the awards service period when the dividends do not need to be returned if the employees forfeit the award. This FSP is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing
the impact of FSP EITF 03-6-1 on its consolidated financial position and results of operations.

Determining Whether an Instrument (or an Embedded
Feature) Is Indexed to an entitys Own Stock

In June 2008, the FASB ratified EITF Issue No. 07-5, Determining Whether an Instrument (or
an Embedded Feature) Is Indexed to an Entitys Own Stock (EITF 07-5). EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own
stock, including evaluating the instruments contingent exercise and settlement provisions. It also clarifies on the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the
evaluation. EITF 07-5 is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of EITF 07-5 on its consolidated financial position and results of operations.



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##### Table of Contents

Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement)

In May 2008, the FASB issued FSP Accounting Principles Board (APB) Opinion No. 14-1, Accounting for Convertible
Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement). The FSP clarifies the accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon
conversion. The FSP requires issuers to account separately for the liability and equity components of certain convertible debt instruments in a manner that reflects the issuers nonconvertible debt (unsecured debt) borrowing rate when interest
cost is recognized. The FSP requires bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in our consolidated
statement of operations. The FSP requires retrospective application to the terms of instruments as they existed for all periods presented. The FSP is effective for us as of January 1, 2009 and early adoption is not permitted. The Company is
currently evaluating the potential impact of FSP APB 14-1 upon its consolidated financial statements.

The Hierarchy of Generally Accepted Accounting
Principles

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (FAS No.162). SFAS
No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements. SFAS No. 162 is effective 60 days following the SECs approval of the Public
Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The implementation of this standard will not have a material impact on the
Companys consolidated financial position and results of operations.

Disclosure about Derivative Instruments and Hedging Activities

In March 2008, the FASB issued SFAS No. 161, Disclosure about Derivative Instruments and Hedging Activities, an
amendment of FASB Statement No. 133, (SFAS 161). This statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. The Company is required to adopt SFAS 161 on
January 1, 2009. The Company is currently evaluating the potential impact of SFAS No. 161 on the Companys financial statements.

Determination of the Useful Life of Intangible Assets

In April 2008, the FASB issued FSP FAS 142-3, Determination of the Useful Life
of Intangible Assets,, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under FASB 142 Goodwill and Other Intangible Assets.
The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of the expected cash flows used to measure the fair value of the asset under FASB 141 (revised 2007)
Business Combinations and other U.S. generally accepted accounting principles. The Company is currently evaluating the potential impact of FSP FAS 142-3 on its consolidated financial statements.

In February 2008, the FASB issued Staff Position (FSP) 157-2,Effective Date of FASB Statement No. 157. This FSP delays the effective date of FAS 157 for all
nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008, and interim periods within those fiscal
years. The impact of adoption was not material to the Companys financial condition or results of operations.

Disclosure about Derivative
Instruments and Hedging Activities

In March 2008, the FASB issued SFAS No. 161, Disclosure about Derivative Instruments and Hedging
Activities, an amendment of SFAS No. 133. This statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. The Company is required to adopt SFAS
No. 161 on January 1, 2009. The Company is currently evaluating the potential impact of SFAS No. 161 on the Companys consolidated financial statements.

Business Combinations

In December 2007, the FASB issued Statement of Financial Accounting Standards (SFAS)
No. 141(R) Business Combinations (SFAS 141(R)). This Statement replaces the original FASB Statement No. 141. This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which
Statement 141 called thepurchase method) be used for all business combinations and for an acquirer to be identified for each business combination. The objective of this SFAS 141(R) is to improve the relevance, and comparability of the
information that a reporting entity provides in its financial reports about a business combination and its effects. To accomplish that, SFAS 141(R) establishes principles and requirements for how the acquirer:



| | a. | Recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | Recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase.
| | -- | ------------------------------------------------------------------------------------------------------------



| | c. | Determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

This Statement 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 and may not be applied before that date. The Company is unable at this time to determine the effect that its adoption of SFAS 141(R) will have on its results of operations and
financial condition.

Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB No. 51

In December 2007, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 160 Noncontrolling Interests in Consolidated Financial Statements
 an amendment of ARB No. 51 (SFAS 160). This Statement amends the original Accounting Review Board (ARB) No. 51 Consolidated Financial Statements to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the
consolidated financial statements. This Statement is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008 and may not be applied before that date. The Company is unable at this time
to determine the effect that its adoption of SFAS 160 will have on its results of operations and financial condition.

Fair Value Option for Financial
Assets and Financial Liabilities

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial
LiabilitiesIncluding an amendment of SFAS No. 115 (SFAS No. 159), which becomes effective for the Company on February 1, 2008, permits companies to choose to measure many financial instruments and certain other items at
fair value and report unrealized gains and losses in earnings. Such accounting is optional and is generally to be applied instrument by instrument. The Company does not anticipate that the election, of this fair-value option will have a material
effect on its consolidated financial condition, results of operations, cash flows or disclosures.



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##### Table of Contents

Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157). SFAS No. 157 provides guidance for using fair value to measure assets and liabilities. SFAS No. 157 addresses the
requests from investors for expanded disclosure about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings. SFAS
No. 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value, and does not expand the use of fair value in any new circumstances. SFAS No. 157 is effective for financial statements issued
for fiscal years beginning after November 15, 2007 and will be adopted by the Company in the first quarter of fiscal year 2008. The Company is unable at this time to determine the effect that its adoption of SFAS No. 157 will have on its
consolidated results of operations and financial condition.

NOTE 3. ACCOUNTS RECEIVABLE

Accounts receivable at October 31, 2008 consisted of the following:



|                                     |  |   |        |  
|------------------------------------ |  | - | ------ | -
|Accounts receivable                  |  | $ | 22.776 |  
|Less allowance for doubtful accounts |  |   | (8,000 | )
|                                     |  |   |        |  
|Accounts receivable, net             |  | $ | 14,776 |  
|                                     |  |   |        |  

During the ten months ended October 31, 2008 the Company recorded an $8,000 allowance for doubtful accounts.

NOTE 4. INVESTMENTS IN SALES TYPES LEASES

The Company leases equipment to customers under sales-type leases. The components of the Companys net investment in sales-type leases are as follows at October 31, 2008 is as follows:



|                                        |  |   |        
|--------------------------------------- |  | - | -------
|Total minimum lease payments receivable |  | $ | 695,777
|Less:                                   |  |   |        
|Unearned interest income                |  |   | 105,638
|Allowance for lease payments            |  |   |       
|Net investment in sales-type leases     |  |   | 590,139
|Less current portion                    |  |   | 192,555
|Long term portion                       |  | $ | 397,584

Future minimum lease payments due under non-cancelable leases as of October 31, 2008 are as
follows:



|     |  |   |        
|---- |  | - | -------
|2009 |  | $ | 253,010
|2010 |  |   | 253,010
|2011 |  |   | 189,757
|2012 |  |   |        
|2013 |  |   |       
|     |  | $ | 695,777

The Company records the unearned portion of lease receivables as deferred revenue. Revenue is recorded over the
term of the lease.

NOTE 5. PROPERTY AND EQUIPMENT

At
October 31, 2008 property and equipment consisted of the following:



|                              |  |   |          |  
|----------------------------- |  | - | -------- | -
|Computer equipment            |  | $ | 193,339  |  
|Rental Terminals              |  |   | 232,185  |  
|Furniture/Fixtures            |  |   | 25,874   |  
|Less accumulated depreciation |  |   | (125,965 | )
|                              |  |   |          |  
|                              |  | $ | 325,433  |  

Depreciation expense for the Ten months ended October 31, 2008 and 2007 were $90,480 and $19,635
respectively. Depreciation expense for the year ended December 31, 2007 and the period April 3, 2006 (Inception to December 31, 2006 were $23,657 and 11,828, respectively.

The Company depreciates Computer equipment and rentals terminals over there useful life of 5 years. Furniture and fixtures are depreciated over a useful live of seven years.

NOTE 6. PAYROLL TAXES PAYABLE

As of October 31, 2008 the Company has
an unpaid tax liability for payroll taxes of $89,994. The Company is currently delinquent on its payroll taxes through out the year. Management is currently negotiating with the Internal Revenue Service on a settlement for the past due amounts.



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NOTE 7. COMMITMENTS AND CONTINGENCIES

Lease agreements

The Company sub-leased a facility, on an annual basis, under a lease which expired
December 2007. Rent The Company has moved to a newer, larger facility and sub-leases its facility, on an annual basis, under a lease expiring December 2012 the monthly rental expense is $6041. The rental expense for the ten months ended
October 31, 2008 was $57,416 compared to $12,737 for the ten months ended October 31, 2007. Rent expense for the twelve months ending December 31, 2007 was $28,331 compared to $0 for the period April 3, 2006 (Inception to
December 31, 2006.

Minimum future rental payments under the non-cancelable operating lease for each of the next five years and in the
aggregate are:



|     |  |   |        
|---- |  | - | -------
|2009 |  | $ | 72,492 
|2010 |  |   | 72,492 
|2011 |  |   | 72,492 
|2012 |  |   | 72,492 
|2013 |  |   | 12,082 
|     |  | $ | 302,050

On May 1, 2008 the Company entered into employment contracts with its Chief Executive Officer / President and
Executive Vice President. The agreement calls for an annual salary of $220,000 and monthly car allowance of $923. The agreements expire May 1, 2011

In June 2006 the Company entered an agreement with a web portal provider to provide services for $6,000 per monthly. In June 2008 the Company and the provider agreed to a monthly rate of $1,000 per month.

NOTE 8. NOTES PAYABLE

In March 2008 the Company issued a
total of $395,000 of convertibles notes payable. The notes are due one year from the date of issuance and accrue interest at a rate of 10% per annum. The notes are convertible into units consisting of one share of common stock at a price of
$.50 per share and one warrant to purchase common stock at a price of $1.00 per share for three years. As of October 31, 2008 $370,000 of convertible notes payable had been converted into 740,000 shares of common stock.

As of October 31, 2008, we received net proceeds of $999,929 from XENI FINANCIAL SERVICES, CORP. In connection with the accounts receivables
financing, we and XENI FINANCIAL SERVICES, CORP. entered into Three (3) Secured Convertible Note Agreements, dated August 7, 2008, September 10, 2008 and October 10, 2008 respectively, pursuant to which we issued 2,470,000
of common shares, to XENI FINANCIAL SERVICES, Corp.s parent company MDwerks. Inc. and a three year Warrant to purchase 500,000 shares of our common stock at a price of $.05 per share. The fair market value of each stock warrant was estimated
on the date of grant using the Black-Scholes option-pricing model in accordance with SFAS No. 123R using the following weighted-average assumptions: expected dividend yield 0%; risk-free interest rate of 1.24%; volatility of 95% and an expected
term of 1 years.

The Secured Convertible Note Agreements provide that our obligations to XENI FINANCIAL SERVICES, CORP. are secured by a
lien on all of our assets pursuant to the Loan Agreements, dated August 7, 2008, September 10, 2008 and October 10, 2008 between us and Xeni Financial Services, Corp.

NOTE 9. EQUITY TRANSACTIONS

COMMON STOCK AND WARRANTS

On March 31, 2008, Patient Access Solutions Inc., a New York corporation, Blue Mountain Resources Inc., a Nevada corporation (the Company), and Blue Mountain Acquisition Subsidiary Corp., a Florida
corporation and wholly-owned subsidiary of the Company, entered into an Agreement and Plan of Merger whereby Patient Access Solutions Inc., was merged into the Company (the Merger Agreement). Pursuant to the terms and conditions of the
Merger Agreement, the shareholders of Patient Access Solutions Inc. received an aggregate of 2,900,000 shares of Company Common Stock. The existing shares holders of Blue Mountain Resources Inc maintained their 2,900,000 shares of common stock.

On June 2, 2008, we changed our name from Blue Mountain Resources, Inc and enacted a forward stock split of 7.25-1, payable upon surrender of our
shareholders stock certificates. Our authorized stock is as follows: The total number of capital stock which may be issued by the Corporation is Two Hundred and Sixty Million (260,000,000) Shares, of which Two Hundred and Fifty Million
(250,000,000) shares are common stock with a par value of one tenth of one cent ($0.0001) per share, and Ten Million (10,000,000) shares are Preferred Shares, with no par value per share the rights and preferences of which may be
determined by the Board of Directors. Said shares may be issued by the Corporation from time to time for such consideration as may be fixed by the Board of Directors. All amounts have been adjusted to reflect the forward split.

SALE OF COMMON STOCK

During the ten months ended October 31, 2008 the
Company sold a total of 3,365,800 units of it private placement. Each unit includes one share common stock at a price of $.50 and a $1.00 warrant which expires 3 years from the date of issuance. As of October 31, 2008 the Company has received
proceeds of $1,687,645.

CONVERTIBLE NOTES PAYABLE

In March
2008 the Company sold a total of $395,000 of convertibles notes payable. The notes are due one year from the date of issuance and accrue interest at a rate of 10% per annum. The notes are convertible in common stock at a price of $.50 per share
and include one warrant to purchase common stock at a price of $1.00 per share for three years. As of October 31, 2008 $370,000 of convertible notes payable had been converted into 740,000 shares of common stock.



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COMMON STOCK FOR SERVICES

In January 2008 the Company entered into a 36 month agreement with a consultant for investor relations services. As consideration the Company agreed to issue the consultant 2,200,000 shares of common stock with a fair value of $1,122,000.

In January 2008 the Company entered into an agreement with a consultant to supply technology. As consideration the Company agreed to issue the consultant
2,200,000 shares of common stock with a fair value of $1,122,000.

In April 2008 the Company entered an agreement with a consultant for investor relation
services. As consideration the Company agreed to issue the consultant 500,000 shares of common stock with a fair value of $255,000.

In June 2008 the
Company issued a total of 1,425,000 shares of common stock with a fair value of $926,250 for consulting services.

In June 2008 the Company issued a total
of 250,000 shares of common stock with a fair value of $162,250 for legal services.

In June 2008 the Company entered into an agreement with a consultant
to supply technology. As consideration the Company agreed to issue the consultant 400,000 shares of common stock with a fair value of $272,000.

In
September 2008 the Company entered into agreements with two consultants to supply technology. As consideration the Company agreed to issue the consultants a total of 725,000 shares of common stock with a fair value of $253,750.

COMMON STOCK AND WARRANT ISSUED FOR LOAN COSTS

In June 2008 the Company
issued a total of 475,000 shares of common stock with a value of $308,750 for loan costs.

In August 2008 the Company issued a total of 25,000 shares of
common stock with a fair value of $12,000 for loan costs.

In September 2008 the Company issued a total of 1,550,000 shares of common stock with a fair
value of $482,000 for loan costs.

In September 2008 the Company issued warrant to purchase 500,000 shares of common stock at a price of $.05 per share.
The fair market value of each stock warrant was estimated on the date of grant using the Black-Scholes option-pricing model in accordance with SFAS No. 123R using the following weighted-average assumptions: expected dividend yield 0%; risk-free
interest rate of 1.24%; volatility of 95% and an expected term of 1 years. The Company recorded an expense of $66,948 associated with the issuance.

NOTE
10. INCOME TAXES

At October 31, 2008, and December 31, 2007 and 2006 we had deferred tax assets principally arising from the net operating loss
carry forwards for income tax purposes multiplied by an approximate expected rate of 40.5%. As management of the Company cannot determine that it is more likely than not that we will realize the benefit of the deferred tax assets, a valuation
allowance equal to the deferred tax asset has be established at October 31, 2008. The valuation allowance increased approximately $24,000 in 2006, $304,000 in 2007, and $3,372,000 in 2008 primarily because of the Companys inability to utilize
net operating losses. The significant components of the deferred tax asset at October 31, 2008, and December 31, 2007 and 2006 were as follows:



|                          |  |            |            |   |             |   |          |      |  |   |         |  
|------------------------- |  | ---------- | ---------- | - | ----------- | - | -------- | ---- |  | - | ------- | -
|                          |  | October 31 |            |   | December 31 |  
|                          |  | 2008       |            |   | 2007        |   |          | 2006 | 
|Deferred tax assets:      |  |            |            |   |             |   |          |      |  |   |         |  
|Operating loss carryovers |  | $          | 3,372,000  |   |             | $ | 304,000  |      |  | $ | 24,000  |  
|                          |  |            |           
|Deferred tax asset        |  | $          | 3,372,000  |   |             | $ | 304,000  |      |  | $ | 24,000  |  
|Valuation allowance       |  |            | (3,372,000 | ) |             |   | (304,000 | )    |  |   | (24,000 | )
|Net deferred tax          |  | $          |           |   |             | $ |         |      |  | $ |        |  

Since the company had a loss of $65,504 from the period of April 3, (Inception) to December 31, 2006 and
$685,261 for the twelve months ended December 31, 2007, and $7,575,124 for the ten months ended October 31, 2008, there are no income tax liabilities and a NOL (Net Operating Loss) carry forward of $3,372,000.

NOTE 11. GOING CONCERN

As reflected in the accompanying financial
statements, the Company has a net loss of $7,575,124 for the ten months ended October 31, 2008, a working capital, deficiency of $1,230,762, and a stockholders deficiency of $908,379. These factors raise substantial doubt about the
Companys ability to continue as a going concern.

While the Company believes in the viability of its strategy to improve sales volume and in its
ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent on the Companys ability to further implement its business plan, generate revenue, and secure
additional financing. The Company believes it is taking actions to further implement its business plan and generate revenue, including additional financing which the Company is currently pursuing, but the Company will not be able to continue as a
going concern in the absence of obtaining sufficient funding. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 12. SUBSEQUENT EVENTS

In November 2008 the Company issued a total four
Directors each 100.000 share of common stock for Directors fees.

In December 2008 the Company issued 250,000 shares of common stock to a company for
consulting services.

In December 2008 the Company sold 1,000,000 shares of common stock for $20,000.

In December 2008 the Company issued 100,000 shares of common stock to an employee.

In December 2008 the Company issued each of two executive officers 750,000 shares of common stock.

In December 2008 the Company entered into a
recourse factoring agreement with a third party.

In January 2009 the Company sold 2,000,000 shares of common stock for $20,000.

In January 2009 the Company issued 500,000 shares of common stock to a company for consulting services.

In February 2009 the Company issued a total of 500,000 warrants to purchase common stock at a price of $.015. The warrants expire 5 years from the date of issuance.

In February 200 the Company entered into a promissory note in the amount of $104,100. The note bears interest at a rate of 18% per annum and is payable in full on
March 31, 2009.



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Exhibit Index



|              |  |                                                                         
|------------- |  | ------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                             
|31.1          |  | Rule 1 3a-14(a)/15d- 14(a) Certifications of the Chief Executive Officer
|              | 
|31.2          |  | Rule 13a-14(a)/15d-14(a) Certifications of the Chief Financial Officer  
|              | 
|32.1          |  | Section 1350 Certification of the Chief Executive Officer               
|              | 
|32.2          |  | Section 1350 Certification of the Chief Financial Officer