UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-K





x   ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934


For
the fiscal year ended December 31, 2009


or


o   TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF


THE
SECURITIES EXCHANGE ACT OF 1934





Commission
file number: 000-52678





Registrant,
State of Incorporation, Address and Telephone Number


_______________________________________________________





NB
MANUFACTURING, INC.


(a
Nevada corporation)





2560
W. Main Street, Suite 200


Littleton,
CO 80120


(303)
794-9450





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


________________________________________________________





Securities
registered pursuant to Section 12(b) of the Act:


None


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


Common
Stock, $0.0001 par value per share





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.    Yes o    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 o    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
o





Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files).  Yes o  No o




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





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 o                                                                           Accelerated
filer o


Non-accelerated
filer   o                                                                           Smaller
reporting company x





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





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





Common Stock, $0.0001 par value -
$19,940 as of June 30, 2009





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





Common Stock, $0.0001 par value –
1,400,028 shares, as of March 12, 2010





Documents
Incorporated By Reference. None.









NB
Manufacturing, Inc.


Annual
Report on Form 10-K


For
the Fiscal Year Ended December 31, 2009





TABLE
OF CONTENTS








PagePART IItem
      1.
            Business
            1Item
      1A.
            Risk
      Factors
            3Item
      1B.
            Unresolved
      Staff Comments
            6Item
      2.
            Properties
            6Item
      3.
            Legal
      Proceedings
            6Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            6PART IIItem
      5.
            Market
      for Common Equity, Related Stockholder Matters and Issuer Purchases of
      Equity Securities
            7Item
      6.
            Selected
      Financial Data
            7Item
      7.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            7Item
      7A.
            Quantitative
      and Qualitative Disclosures About Market Risk
            10Item
      8.
            Financial
      Statements and Supplementary Data
            10Item
      9.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
            10Item
      9A.
            Controls
      and Procedures
            10Item
      9B.
            Other
      Information
            11PART IIIItem
      10.
            Directors,
      Executive Officers and Corporate Governance
            12Item
      11.
            Executive
      Compensation
            13Item
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            13Item
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence
            14Item
      14.
            Principal
      Accountant Fees and Services
            15PART IVItem
      15.
            Exhibits,
      Financial Statement Schedules
            16Signatures
            
            17











PART
I





Item
1. Business





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





Cautionary
Statements Under the Private Securities Litigation Reform Act of
1995





Forward-Look
Statements





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





Overview





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





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





Perceived
Benefits





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





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





·  increased
visibility in the financial community;





·  the
facilitation of borrowing from financial institutions;





·  improved
trading efficiency;





·  shareholder
liquidity;










·  greater
ease in subsequently raising capital;





·  compensation
of key employees through stock options;





·  enhanced
corporate image;





·  a
presence in the United States capital market





Potential
Target Companies





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





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





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





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





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





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





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





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





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





Competition





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





Government
Regulation





We are
subject to the disclosure requirements of the SEC. In addition, certain
provisions of the Sarbanes-Oxley Act of 2002 either are or, by June 30, 2010,
may become, applicable to the Company, which could affect the willingness of
companies to enter into a business combination with the Company. The SEC and
other federal agencies and state legislatures could adopt rules or laws that
restrict “reverse mergers” of a nature we may consider. We also may be subject
to increased governmental regulation following any business combination or other
transaction we may consummate. It is impossible to predict the nature or
magnitude of such regulation, if any.












Employees





We
currently have no employees. Our officer has agreed to allocate a portion of his
time to the activities of us, without compensation and we expect to continue to
use, consultants, attorneys and accountants as necessary. It is not expected
that we will have any full-time or other employees, except as may result as a
result of consummating a business combination or other transaction.




Item
1A. Risk Factors





Cautionary
Statements Regarding Future Results of Operations





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





No
operating history or revenue and minimal assets.





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





Adequate
financing may not be available when needed.





We
entered into Revolving Credit Agreements with our major shareholders on July 10,
2008 and May 5, 2009, to borrow up to $250,000 and $50,000 respectively, to fund
operating activities.  While future operating activities are expected
to be funded by the Revolving Credit Agreements our request for funds under the
Revolving Credit Agreements are not guaranteed and in the event that such future
operating activities are not funded pursuant to the Revolving Credit Agreements,
additional sources of funding would be required to continue
operations.  There is no assurance that we could raise working capital
or if any capital would be available at all.  Failure to obtain
financing when needed could result in curtailing operations, acquisitions or
mergers and investors could lose some or all of their investment.





Speculative
nature of our proposed operations.





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





Scarcity
of and competition for business opportunities and combinations.





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












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





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





Continued
management control, limited time availability.





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





Conflicts
of interest - - General.





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





Reporting
requirements may delay or preclude acquisitions.





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





Lack
of market research or marketing organization.





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





Lack of
diversification.





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





Regulation
under Investment Company Act.





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












Probable
change in control and management.





A
business combination involving the issuance of our common stock will, in all
likelihood, result in shareholders of a target company obtaining a controlling
interest in us. Any such business combination may require our shareholders to
sell or transfer all or a portion our common stock held by them. The resulting
change in control of us will likely result in removal of our present officer and
director and a corresponding reduction in or elimination of their participation
in our future affairs.





Reduction
of percentage share ownership following business combination.





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





Taxation.





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





Requirement
of audited financial statements may disqualify business
opportunities.





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





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





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





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





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





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












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





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





Item
1B. Unresolved Staff Comments





None.





Item
2. Properties





We
currently have no properties and at this time no agreements to acquire any
properties.  We currently use the offices of a major shareholder of
ours, located at 2560 W. Main Street, Suite 200, Littleton, Colorado
80120.  We pay $1,500 per month reimbursement for out-of-pocket
expenses such as telephone, postage, supplies and administrative support to a
company controlled by a major stockholder of ours.  We recorded
$18,000 for these expenses for the year ended December 31, 2009.





There are
no agreements or understandings with respect to the office facility subsequent
to the completion of an acquisition.  Upon a merger or acquisition, we
intend to relocate our office to that of the acquisition candidate.





Item
3 Legal Proceedings.





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





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





No
matters were submitted to security holders for a vote during the quarter ended
December 31, 2009.











PART
II





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





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





Holders





As of
March 12, 2010, we had approximately 112 holders of record of our common
stock.





Dividends





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





Item
6. Selected Financial Data





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





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





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





Overview





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





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





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





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





We
currently have no full time employees. Our officer has agreed to allocate a
portion of his time to the activities of us, without compensation.










General
Business Plan





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





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





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





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





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





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





Acquisition
of Opportunities





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












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





Results
of Operations





For
year ended December 31, 2009, compared the year ended December 31,
2008.





Revenue.No
operating revenues were generated during the year ended December 31, 2009 and
December 31, 2008.





Operating
Expenses.Total operating expenses were $28,961 and $38,041,
respectively for the year ended December 31, 2009 and for the year ended
December 31, 2008. Operating expenses consisted of professional, general and
administrative expenses.





Other Expenses.Total other
expenses were $1,893 and $1,740, respectively and for year ended December 31,
2009 and for the year ended December 31, 2008.  Other expenses consist
of interest expense and, for the year ended December 31, 2008 also, loan fees in
connection the Revolving Credit Agreements that we have entered
into.





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





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





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





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














Liquidity
and Capital Resources





As of
December 31, 2009, we had $831 in cash and cash equivalents and a working
capital deficit of $57,850.





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





On April
4, 2008, we borrowed $8,000 from Inverness Investments, Inc., a company
controlled by one of our stockholders, evidenced by an unsecured Demand
Promissory Note (the “Note”).  The Note accrues interest at 7% per
annum on the unpaid balance and all principal and accrued but unpaid interest is
payable in full on demand. On May 5, 2009, we repaid the Note and accrued
interest of $608.





On July
10, 2008, we entered into a Revolving Credit Agreement with the Lazzeri Family
Trust whose Trustee is Robert Lazzeri, previously our President and a member of
our board of directors, to borrow up to $250,000, evidenced by an unsecured
Revolving Loan Note.  All amounts borrowed pursuant to the Revolving
Credit Agreement accrue interest at 7% per annum and all principal and accrued
but unpaid interest is payable in full on demand.  As of December 31,
2009, $16,250 was borrowed under this agreement with $1,383 of interest
accrued.





On May 5,
2009 we entered into a Revolving Credit Agreement with Mathis Family Partners,
Ltd and EARNCO MPPP, companies controlled by one of our stockholders, to borrow
up to $50,000, evidenced by an unsecured Revolving Loan Note.  All
amounts borrowed pursuant to the Revolving Credit Agreement accrue interest at
7% per annum and all principal and accrued but unpaid interest is payable in
full on demand.  As of December 31, 2009, $16,250 was borrowed under
this agreement with $642 of interest accrued.





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





Off-Balance
Sheet Items





We have
no off-balance sheet items as of December 31, 2009.





Item
7A. Quantitative and Qualitative Disclosures About Market Risk





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





Item
8. Financial Statements and Supplementary Data





Index
to Financial Statements





Report
      of Independent Registered Public Accounting Firm
            F-1Balance
      Sheets as of December 31, 2009 and 2008
            F-2Statements
      of Operations for the years ended December 31, 2009, 2008 and
              from
      September 19, 2001 (Date of Inception) through December 31,
      2009
            F-3Statements
      of Changes in Stockholders’ Equity (Deficit) for the years ended December
      31, 2009 and 2008
            F-4Statements
      of Cash Flows for the Years Ending December 31, 2009, 2008
and
              from
      September 19, 2001 (Date of Inception) through December 31,
      2009
            F-5Notes
      to Financial Statements
            F-6








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





We have
had no disagreements with our accountants.












Item
9A. Controls and Procedures





Evaluation
of Disclosure Controls and Procedures





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





Management’s
Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(c) and (d) of the
Exchange Act.  Our internal controls are designed to provide
reasonable assurance that the reported financial information is presented
fairly, financial disclosures are adequate and that the judgments inherent in
the preparation of financial statements are reasonable and in accordance with
generally accepted accounting principles of the United States of America (GAAP).
Because of its inherent limitations, a system of internal control over financial
reporting can provide only reasonable assurance and may not prevent or detect
misstatements. Therefore, even those systems determined to effective can provide
only reasonable assurance with respect to the financial statement preparation
and presentation. Further, because of changes in conditions, effectiveness of
internal control over financial reporting may vary over time. Management
conducted its evaluation of the effectiveness of our internal controls over
financial reporting based on the framework set forth by the Committee of
Sponsoring Organizations (COSO) of the Treadway Commission. Based on this
evaluation, we concluded that our internal control over financial reporting was
effective as of December 31, 2009.





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





Changes
in Internal Control over Financial Reporting





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





Item
9B. Other Information





None.













PART
III





Item
10. Directors, Executive Officers and Corporate Governance





Directors
and Executive Officers





The
following sets forth certain information regarding our director and executive
officer:





Name
            Age
            Position
            Director
      or Officer SinceDerold
      L. Kelley
            53
            President,
      Chief Executive Officer, Chief Financial Officer and
    Director
            September
      2001





An
officer holds their position at the will of the Board of Directors.  A
director holds their position for one year or until their successor is elected
and qualified.





The
following is a summary of our director and executive officer’s business
experience.





Derold L.
Kelley.  President, Chief Executive Officer, Chief Financial Officer
and Director.From 1978 until his honorable discharge in 1984,
Mr. Kelley was in the United States Air Force.  From 1984, through December
2001 Mr. Kelley has been a founder and an executive officer of New Bridge
Manufacturing Inc. and it’s prior corporation Care Concepts, Inc, responsible
for supervising the Company’s production facilities.  Mr. Kelley served as
a director and secretary until the company ceased operations in 2001.  From
2001 until 2002 Mr. Kelley was involved in private investing for his own
account.  In 2002 Mr. Kelley was a founder of On Line Pest Control and
served as it’s president until July 2005, when Mr. Kelley formed Are You Bugged
Inc. where he continues to serve as it’s president. From September 2007 to
April 2008, Mr. Kelley was a Director for NB Design Licensing. Since the
Company’s inception, Mr. Kelley has been an officer and director of the Company
and has been its President, Chief Executive Officer, Chief Financial Officer and
sole director since June 30, 2009.  Mr. Kelley continues to devote
such time to the Company as required to perform his duties.





Section 16(a)
Beneficial Ownership Reporting Compliance





Section
16(a) of the Securities Exchange Act of 1934 requires our director, officer and
holders of more than ten percent of our common stock to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of our common stock and other equity securities.  We believe that
during and for the fiscal year ended December 31, 2009, our officer, director
and greater than ten percent beneficial owners complied with all Section 16(a)
filing requirements.





Code
of Ethics





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





Nominating
Committee





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





Audit
Committee





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













Item
11. Executive Compensation





Compensation
Discussion and Analysis





Our
officer and director does not receive any compensation for services rendered,
has not received such compensation in the past, and is not accruing any
compensation pursuant to any agreement with our Company.  Our officer
and director is reimbursed for expenses incurred on our behalf.  Our
officer and director will not receive any finder’s fee as a result of their
efforts to implement the business plan outlined herein.  However, our
officer and director anticipate receiving benefits as a beneficial shareholder
of our common stock.





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





Employment
Contracts





There are
no employment contracts between the Company and our officer or
director.





Post-Employment
Compensation, Pension Benefits, Nonqualified Deferred Compensation





There
were no post-employment compensation, pension or nonqualified deferred
compensation benefits earned by our executive officer during the year ended
December 31, 2009.





Director
Compensation





Our
director received no compensation during the year ended December 31,
2009.








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





Security
Ownership of Certain Beneficial Owners and Management





The
following table sets forth certain information with respect to the ownership of
our Common Stock as of the March 12, 2010, by (i) each person who is known
by us to own of record or beneficially more than 5% of our Common Stock,
(ii) each of our directors and officers. Unless otherwise indicated, the
stockholders listed in the table have sole voting and investment powers with
respect to the shares of Common Stock.





Name
      and Address
            
            Number
      of Shares
            
            Percent
      Ownership Common (1)Derold
      L Kelley
              President,
      Chief Executive Officer, Chief Financial Officer and Director
              3410
      W. Glendale Ave., Suite D
              Phoenix,
      AZ 85051
            
            11,459
            
            0.8%All
      officer and director as a group  (1 person)
            
            11,459
            
            .8%Robert
      Lazzeri (2)
              2560
      W. Main Street, Suite 200
              Littleton,
      CO 80123
            
            7,300
            
            0.5%Lazzeri
      Family Trust (2)
              2560
      W. Main Street, Suite 200
              Littleton,
      CO 80123
            
            320,000
            
            22.9%EARNCO
      M.P.P.P (3)
              2560
      W. Main Street, Suite 200
              Littleton,
      CO 80123
            
            304,000
            
            21.7%Mathis
      Family Partners, LTD (3)
              2560
      W. Main Street, Suite 200
              Littleton,
      CO 80123
            
            376,000
            
            26.9%Underwood
      Family Partners, LTD
              5
      Eagle Pointe Lane
              Castle
      Rock, CO 80108
            
            100,000
            
            7.1%Battersea
      Capital Inc.
              P.O.
      Box 153
              Santa
      Monica, CA 90403
            
            100,000
            
            7.1%












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





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





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





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





Related
Party Transactions





We
currently utilize the offices of a major shareholder of ours, located at 2560 W
Main Street, Suite 200, Littleton, Colorado 80120.  We pay $1,500 per
month for reimbursement of out-of-pocket expenses such as telephone, postage,
supplies and administrative support to a company controlled by a major
shareholder of ours.  We recorded a total of $18,000 in each of the
years ended December 31, 2009 and 2008.





On April
4, 2008, we borrowed $8,000 from Inverness Investments, Inc., a company
controlled by one of our stockholders, evidenced by an unsecured Demand
Promissory Note (the “Note”).  The Note accrues interest at 7% per
annum on the unpaid balance and all principal and accrued but unpaid interest is
payable in full on demand.  On May 5, 2009, we repaid the Note and
accrued interest of $608.





On July
10, 2008, we entered into a Revolving Credit Agreement with the Lazzeri Family
Trust whose Trustee is Robert Lazzeri, previously our President and a member of
our board of directors, to borrow up to $250,000, evidenced by an unsecured
Revolving Loan Note.  All amounts borrowed pursuant to the Revolving
Credit Agreement accrue interest at 7% per annum and all principal and accrued
but unpaid interest is payable in full on demand. In connection with and as a
loan fee for the foregoing unsecured credit facility, Lazzeri received 200,000
unregistered shares of the Company’s common stock shares valued at
$1,000.  As of December 31, 2009, $16,250 was borrowed under this
agreement with $1,383 of interest accrued.





On May 5,
2009 we entered into a Revolving Credit Agreement with Mathis Family Partners,
Ltd and EARNCO MPPP, companies controlled by one of our stockholders, to borrow
up to $50,000, evidenced by an unsecured Revolving Loan Note.  All
amounts borrowed pursuant to the Revolving Credit Agreement accrue interest at
7% per annum and all principal and accrued but unpaid interest is payable in
full on demand.  As of December 31, 2009, $16,250 was borrowed under
this agreement with $642 of interest accrued.





Conflicts
of Interest





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












Director
Independence





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





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





Item
14. Principal Accounting Fees and Services





Audit
Fees





We paid
Weaver & Martin, LLC a total of $5,100 and $5,125, respectively for fiscal
year ended December 31, 2009 and 2008 for professional services rendered for the
audit of our annual financial statements, the reviews of financial statements
included in our Forms 10-KSB and 10-Q and for any other services that are
normally provided by our independent auditors in connection with our statutory
and regulatory filings or engagements.





Audit
Related Fees





There
were no fees billed for services reasonably related to the performance of the
audit or review of our financial statements outside of those fees disclosed
above under “Audit Fees” for fiscal years 2009 and 2008.





Tax
Fees





For the
Company’s fiscal year ended December 31, 2009 and 2008, we were not billed for
professional services rendered for tax compliance, tax advice and tax planning,
as these services were provided as part of the administrative support
reimbursement provided by a company controlled by one of our
stockholders.





All
Other Fees





None.





Audit
Committee’s Pre-Approval Process





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











PART
IV





Item
15. Exhibits and Financial Statement Schedules





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





1)
            Financial
      Statements:





Report
      of Independent Registered Public Accounting
Firm


Balance
      Sheets at December 31, 2009 and
2008


Statements
      of Operations for years ended December 31, 2009, 2008 and from September
      19, 2001 (date of inception) through December 31,
  2009


Statements
      of Changes in Stockholders’ Equity (Deficit) from September 19, 2001 (date
      of inception) through December 31,
2009


Statements
      of Cash Flows for the years ended December 31, 2009, 2008 and from
      September 19, 2001 (date of inception) through December 31,
      2009


Notes
      to Financial Statements





2)
            Financial
      Statement Schedule:





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





3)
            Exhibits:





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








Exhibit
      No.
            
            Description3.1
            
            Articles
      of Incorporation, incorporated by reference to Exhibit 3.01 filed with
      Form 10-SB12G filed June 8, 20073.2
            
            By-laws,
      incorporated by reference to Exhibit 3.05 files with Form 10-SB12G filed
      June 8, 200710.1
            
            Demand
      Promissory Note with Inverness Investments, Inc., incorporated by
      reference to Exhibit 99.1 filed with Form 8-K filed July 18,
      200810.2
            
            Revolving
      Credit Agreement, incorporated by reference to Exhibit 99.2 filed with
      Form 8-K filed July 18, 200810.3
            
            Revolving
      Loan Note, incorporated by reference to Exhibit 99.3 filed with Form 8-K
      filed July 18, 200810.4
            
            Revolving
      Credit Agreement, incorporated by reference to Exhibit 10.1 filed with
      Form 10-Q filed August 13, 200910.5
            
            Revolving
      Loan Note, incorporated by reference to Exhibit 10.2 filed with Form 10-Q
      filed August 13, 200931.1
            
            Certification
      of Company’s Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
            
            Certification
      of Company’s Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
            
            Certification
      of Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      200232.2
            
            Certification
      of Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002


















SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on March 12, 2010.





NB
      MANUFACTURING, INC.By
            /s/
      Derold L. KelleyDerold
      L. KelleyPresident,
      Principal Executive Officer and
              Principal
      Financial Officer








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





Signature
            
            Name
            
            Title
            
            Date/s/
      Derold L. Kelley
            
            Derold
      L. Kelley
            
            President,
      Chief Executive Officer, Chief Financial Officer and
    Director
            
            March
      12, 2010















WEAVER
& MARTIN


[










REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





We have
audited the balance sheets of NB Manufacturing, Inc. (a development stage
company) as of December 31, 2009 and 2008 and the related statements of
operations, stockholders’ equity, and cash flows for the two years then ended
and the period of September 19, 2001 (inception) to December 31,
2009.  NB Manufacturing, Inc.’s management is responsible for these
financial statements.  Our responsibility is to express an opinion on
these financial statements based on our audit.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  Our audits of the financial statements include
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation.  We believe that our audit provides a
reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of NB Manufacturing, Inc. as of
December 31, 2009 and 2008 and the results of its operations, stockholders’
equity, and cash flows for the two years then ended and the period of September
19, 2001 (inception) to December 31, 2009 in conformity with accounting
principles generally accepted in the United States of America.





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





/s/
Weaver & Martin




Weaver
& Martin, LLC


Kansas
City, Missouri


March 12,
2010








Certified
      Public Accountants & Consultants
              411
      Valentine, Suite 300
              Kansas
      City, Missouri 64111
              Phone:      (816)
      756-5525
              Fax:           (816)
      756-2252













NB
MANUFACTURING, INC.


(A
Development Stage Company)


BALANCE
SHEETS




December 31, 2009
              
              
              December 31, 2008ASSETSCurrent
      assets:Cash
              
              $
              831
              
              
              $
              3,439Total
      current assets
              
              
              831
              
              
              
              3,439Total
      assets
              
              $
              831
              
              
              $
              3,439LIABILITIES
      AND SHAREHOLDERS’ EQUITY (DEFICIT)Accounts
      payable
              
              $
              1,036
              
              
              $
              695Accounts
      payable - related party
              
              
              23,120
              
              
              
              6,000Accrued
      interest - related party
              
              
              2,025
              
              
              
              740Notes
      payable - related party
              
              
              32,500
              
              
              
              23,000Total
      current liabilities
              
              
              58,681
              
              
              
              30,435SHAREHOLDERS’
      EQUITY (DEFICIT)Preferred
      stock, authorized 10,000,000 shares, $.0001 par value,none
      issued or outstanding
              
              
              -
              
              
              
              -Common
      stock, authorized 60,000,000 shares, $.0001 par value,1,400,028
      issued and outstanding
              
              
              140
              
              
              
              140Additional
      paid in capital
              
              
              73,827
              
              
              
              73,827Accumulated
      (deficit) during development stage
              
              
              (131,817
              )
              
              
              (100,963
              )Total
      shareholders’ equity (deficit)
              
              
              (57,850
              )
              
              
              (26,996
              )Total
      liabilities and shareholders’ equity (deficit)
              
              $
              831
              
              
              $
              3,439




See Notes
to Financial Statements













NB
MANUFACTURING, INC.


(A
Development Stage Company)


STATEMENT
OF OPERATIONS




For
      the Year Ended
                December
      31,
                2009
              
              
              For
      the Year
                Ended
                December
      31,
                2008
              
              
              For
      the Period
                September
      19, 2001
                (Date
      of Inception) through
                December
      31,
                2009Revenues
              
              $
              -
              
              
              $
              -
              
              
              $
              -Operating
      expenses:Accounting
      fees
              
              
              7,150
              
              
              
              6,125
              
              
              
              31,050Legal
      fees
              
              
              795
              
              
              
              9,534
              
              
              
              18,865Shareholder
      relations
              
              
              2,876
              
              
              
              3,077
              
              
              
              16,259General
      and administrative expense, related party
              
              
              18,000
              
              
              
              18,000
              
              
              
              58,500Other
      general and administrative expense
              
              
              140
              
              
              
              1,305
              
              
              
              3,509Total
      operating expenses
              
              
              28,961
              
              
              
              38,041
              
              
              
              128,183Net
      (loss) from operations
              
              
              (28,961
              )
              
              
              (38,041
              )
              
              
              (128,183
              )Other
      (expense)Loan
      fee - related party
              
              
              -
              
              
              
              (1,000
              )
              
              
              (1,000
              )Interest
      expense - related party
              
              
              (1,893
              )
              
              
              (740
              )
              
              
              (2,634
              )Total
      other (expense)
              
              
              (1,893
              )
              
              
              (1,740
              )
              
              
              (3,634
              )Net
      (loss)
              
              $
              (30,854
              )
              
              $
              (39,781
              )
              
              $
              (131,817
              )Net
      (loss) per common share
              
              $
              (0.02
              )
              
              $
              (0.03
              )Weighted
      average number ofcommon
      shares outstanding
              
              
              1,400,028
              
              
              
              1,295,110


See Notes
to Financial Statements











NB
MANUFACTURING, INC.


(A
Development Stage Company)


STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)





Accumulated(Deficit)
      During
              
              
              TotalCommon
      Stock
              
              
              Additional
              
              
              Development
              
              
              Stockholders'Shares
              
              
              Amount
              
              
              pd-in
      Capital
              
              
              Stage
              
              
              Equity
      (Deficit)Balance
      at September 19, 2001
              
              
              1,000,028
              
              
              $
              100
              
              
              $
              (100
              )
              
              $
              -
              
              
              $
              -(inception
      of development stage)Net
      (loss)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Balance
      at December 31, 2001
              
              
              1,000,028
              
              
              
              100
              
              
              
              (100
              )
              
              
              -
              
              
              
              -Net
      (loss)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Balance
      at December 31, 2002
              
              
              1,000,028
              
              
              
              100
              
              
              
              (100
              )
              
              
              -
              
              
              
              -Net
      (loss)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Balance
      at December 31, 2003
              
              
              1,000,028
              
              
              
              100
              
              
              
              (100
              )
              
              
              -
              
              
              
              -Expenses
      paid by stockholder and
              
              
              -
              
              
              
              -
              
              
              
              4,920
              
              
              
              -
              
              
              
              4,920donated
      to the companyNet
      (loss)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (4,920
              )
              
              
              (4,920
              )Balance
      at December 31, 2004
              
              
              1,000,028
              
              
              
              100
              
              
              
              4,820
              
              
              
              (4,920
              )
              
              
              -Expenses
      paid by stockholder and
              
              
              -
              
              
              
              -
              
              
              
              9,646
              
              
              
              -
              
              
              
              9,646donated
      to the companyNet
      (loss)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (12,146
              )
              
              
              (12,146
              )Balance
      at December 31, 2005
              
              
              1,000,028
              
              
              
              100
              
              
              
              14,466
              
              
              
              (17,066
              )
              
              
              (2,500
              )Expenses
      paid by stockholder and
              
              
              -
              
              
              
              -
              
              
              
              7,690
              
              
              
              -
              
              
              
              7,690donated
      to the companyNet
      (loss)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (9,915
              )
              
              
              (9,915
              )Balance
      at December 31, 2006
              
              
              1,000,028
              
              
              
              100
              
              
              
              22,156
              
              
              
              (26,981
              )
              
              
              (4,725
              )Expenses
      paid by stockholders and
              
              
              -
              
              
              
              -
              
              
              
              711
              
              
              
              -
              
              
              
              711donated
      to the companyAdditional
      pd-in capital
              
              
              200,000
              
              
              
              20
              
              
              
              49,980
              
              
              
              -
              
              
              
              50,000Net
      (loss)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (34,201
              )
              
              
              (34,201
              )Balance
      at December 31, 2007
              
              
              1,200,028
              
              
              
              120
              
              
              
              72,847
              
              
              
              (61,182
              )
              
              
              11,785Issuance
      for loan fee
              
              
              200,000
              
              
              
              20
              
              
              
              980
              
              
              
              -
              
              
              
              1,000Net
      (loss)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (39,781
              )
              
              
              (39,781
              )Balance
      at December 31, 2008
              
              
              1,400,028
              
              
              
              140
              
              
              
              73,827
              
              
              
              (100,963
              )
              
              
              (26,996
              )Net
      (loss)
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (30,854
              )
              
              
              (30,854
              )Balance
      at December 31, 2009
              
              
              1,400,028
              
              
              $
              140
              
              
              $
              73,827
              
              
              $
              (131,817
              )
              
              $
              (57,850
              )





See Notes
to Financial Statements













NB
MANUFACTURING, INC.


(A
Development Stage Company)


STATEMENT
OF CASH FLOWS





For
      the Year Ended
                December
      31,
                2009
              
              
              For
      the Year EndedDecember 31,
                2008
              
              
              For
      the Period
                September
      19, 2001
                (Date
      of Inception)
                through
                December
      31,
                2009Cash
      flows from operating activities:Net
      (loss)
              
              $
              (30,854
              )
              
              $
              (39,781
              )
              
              $
              (131,817
              )Adjustments
      to reconcile:Expenses
      paid by stockholders anddonated
      to the company
              
              
              -
              
              
              
              -
              
              
              
              22,967Accounts
      receivable
              
              
              -
              
              
              
              200
              
              
              
              -Accounts
      payable
              
              
              341
              
              
              
              (350
              )
              
              
              1,036Accounts
      payable, related party
              
              
              17,120
              
              
              
              6,620
              
              
              
              23,120Stock
      issued for loan fee
              
              
              -
              
              
              
              1,000
              
              
              
              1,000Accrued
      interest
              
              
              1,285
              
              
              
              740
              
              
              
              2,025Net
      cash (used) in operating activities
              
              
              (12,108
              )
              
              
              (31,571
              )
              
              
              (81,669
              )Cash
      flow from investing activities
              
              
              -
              
              
              
              -
              
              
              
              -Cash
      flow from financing activities:Advances
      from related party
              
              
              -
              
              
              
              8,000
              
              
              
              8,000Proceeds
      from shareholder loan
              
              
              17,500
              
              
              
              15,000
              
              
              
              32,500Repayment
      of related party advances
              
              
              (8,000
              )
              
              
              -
              
              
              
              (8,000
              )Sale
      of Common Stock
              
              
              -
              
              
              
              -
              
              
              
              50,000Net
      cash provided from financing activities
              
              
              9,500
              
              
              
              23,000
              
              
              
              82,500NET
      INCREASE IN CASH
              
              
              (2,608
              )
              
              
              (8,571
              )
              
              
              831CASH,
      BEGINNING OF THE PERIOD
              
              
              3,439
              
              
              
              12,010
              
              
              
              -CASH
      AND CASH EQUIVALENTS, END OF THE PERIOD
              
              $
              831
              
              
              $
              3,439
              
              
              
              831SUPPLEMENTAL
      DISCLOSURE OF NONCASHFINANCING
      ACTIVITIES:Expenses
      paid by stockholders anddonated
      to the company
              
              $
              -
              
              
              $
              -
              
              
              $
              22,967SUPPLEMENTAL
      CASH FLOWCash
      paid for interest
              
              $
              608
              
              
              $
              -
              
              
              $
              608.00Cash
      paid for income taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -Stock
      issued for loan fee
              
              $
              -
              
              
              $
              1,000
              
              
              $
              1,000








See Notes
to Financial Statements











NB
MANUFACTURING, INC.


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS





NOTE
1 - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES





Organization and
Business





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





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





Summary of Accounting Basis
of Presentation





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





Development Stage
Company





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





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





Going
Concern





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





The
Company’s development activities since inception have been financially sustained
through stockholder donations to the Company, sales of the Company’s common
stock and loans by related parties.





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





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





Use of
Estimates





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












Cash





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





Net (Loss) Per
Share





The
Company adopted ASC Subtopic 260-10 that requires the reporting of both basic
and diluted earnings (loss) per share. Basic earnings(loss) per share is
computed by dividing net income (loss) available to common stockholders by the
weighted average number of common shares outstanding for the period. Diluted
earnings (loss) per share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock. Any anti-dilutive effects on net income (loss) per share are
excluded.





Income
Taxes





The
Company accounts for income taxes in accordance with ASC Subtopic 740-10. Under
the asset and liability method, deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to difference
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax basis.  Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or
settled.





The
Company has adopted the provisions of FASB ASC Subtopic 740-10, Accounting for
Uncertainty in Income Taxes, an interpretation of SFAS No. 109.  As a
result of the implementation of ASC Subtopic 740-10, the Company had no changes
in the carrying value of its tax assets or liabilities for any recognized tax
benefits.





Recent Accounting
Pronouncements





In April
2009, the FASB issued authoritative guidance which required disclosures about
fair value of financial instruments for interim reporting periods of publicly
traded companies as well as in annual financial statements. This standard also
required those disclosures in summarized financial information at interim
reporting periods. This guidance was effective for interim reporting periods
ending after September 15, 2009. The adoption of this authoritative
guidance did not have a material impact on the financial results of the
Company.





In May 2009, the FASB issued
guidance now codified as FASB ASC Topic 855, “Subsequent Events,” which
establishes general standards of accounting for, and disclosures of, events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. This pronouncement is effective for interim or
fiscal periods ending after June 15, 2009. Accordingly, the Company adopted
these provisions of FASB ASC Topic 855 on June 30, 2009. The adoption of this
pronouncement did not have a material impact on our consolidated financial
position, results of operations or cash flows. However, the provisions of FASB
ASC Topic 855 resulted in additional disclosures with respect to subsequent
events. See Note 6, Subsequent
Events,for this additional disclosure.





In June
2009, the FASB issued guidance now codified as FASB ASC Topic 105, “Generally Accepted Accounting
Principles,” as the single source of authoritative nongovernmental U.S.
GAAP. FASB ASC Topic 105 does not change current U.S. GAAP, but is intended to
simplify user access to all authoritative U.S. GAAP by providing all
authoritative literature related to a particular topic in one place. All
existing accounting standard documents will be superseded and all other
accounting literature not included in the FASB Codification will be considered
non-authoritative. These provisions of FASB ASC Topic 105 are effective for
interim and annual periods ending after September 15, 2009 and,
accordingly, are effective for the Company for the current fiscal reporting
period. The adoption of this pronouncement did not have an impact on the
Company’s financial condition or results of operations, but will impact our
financial reporting process by eliminating all references to pre-codification
standards. On the effective date of this Statement, the Codification superseded
all then-existing non-SEC accounting and reporting standards, and all other
non-grandfathered non-SEC accounting literature not included in the Codification
became non-authoritative.












NOTE
2 - SHAREHOLDERS’ EQUITY (DEFICIT)





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





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








NOTE
3 – DUE TO SHAREHOLDERS





On April
4, 2008, the Company borrowed $8,000 from Inverness Investments, Inc., a company
controlled by a stockholder of the Company, evidenced by an unsecured Demand
Promissory Note (the “Note”).  The Note accrues interest at 7% per
annum on the unpaid balance and all principal and accrued but unpaid interest is
payable in full on demand.  On May 5, 2009, the Company repaid the
Note in full with interest of $608.





On July
10, 2008, the Company entered into a Revolving Credit Agreement (the “Revolving
Credit Agreement”) with the Lazzeri Family Trust (the “Lender”) whose Trustee is
Robert Lazzeri to borrow up to $250,000, evidenced by an unsecured Revolving
Loan Note (the “Revolving Loan Note”) dated July 10, 2008.  Mr.
Lazzeri was previously an executive officer and director of the
Company.  All amounts borrowed pursuant to the Revolving Credit
Agreement accrue interest at 7% per annum and all principal and accrued but
unpaid interest is payable in full on demand of the Lender.  The
Revolving Credit Agreement does not obligate the Lender to make any loans but
any loans made by the Lender to the Company, up to the outstanding principal
balance of $250,000, will be subject to the terms of the Revolving Credit
Agreement and Revolving Loan Note.  In connection with and as a loan
fee for the foregoing unsecured credit facility, Lender received 200,000
unregistered shares of the Company’s common stock shares valued at
$1,000.  At December 31, 2009 the principal balance on the note was
$16,250 with available credit of $233,750.  The note has incurred a
total of $1,383 in interest with $1,383 accrued as of December 30,
2009.





On May 5,
2009, the Company entered into a Revolving Credit Agreement (the “Revolving
Credit Agreement”) with the Mathis Family Partners, Ltd and EARNCO MPPP (the
“Lender”), companies controlled by a stockholder of the Company to borrow up to
$50,000, evidenced by an unsecured Revolving Loan Note (the “Revolving Loan
Note”) dated May 5, 2009.  All amounts borrowed pursuant to the
Revolving Credit Agreement accrue interest at 7% per annum and all principal and
accrued but unpaid interest is payable in full on demand of the
Lender.  The Revolving Credit Agreement does not obligate the Lender
to make any loans but any loans made by the Lender to the Company, up to the
outstanding principal balance of $50,000, will be subject to the terms of the
Revolving Credit Agreement and Revolving Loan Note.  At December 31,
2009 the principal balance on the note was $16,250 with available credit of
$33,750. The note has incurred a total of $642 in interest with $642 accrued as
of December 31, 2009.





NOTE
4 – WARRANTS





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





NOTE
5 – INCOME TAXES





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












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




2009
            
            
            2008Deferred
      tax assets:Net operating loss carryforwards
            
            $
            131,767
            
            
            $
            100,963Valuation allowance for deferred tax assets
            
            
            (131,767
            )
            
            
            (100,963
            )Net deferred tax
      assets
            
            $
            -
            
            
            $
            -







The
reconciliation of income tax benefit computed at the federal tax rate of 39.63%
is as follows:


2009
              
              
              2008Tax benefit at
      statutory rate
              
              $
              52,219
              
              
              $
              40,012Less valuation
      allowance adjustment
              
              
              (
      52,219
              )
              
              
              (40,012
              )Income tax
      benefit
              
              $
              -
              
              
              $
              -





A summary
of the valuation allowance is as follows:


2009
              
              
              2008Tax benefit at
      statutory rate
              
              $
              40,012
              
              
              $
              24,246Additional for
      year
              
              
              12,208
              
              
              
              15,765Balance at end of
      year
              
              $
              52,219
              
              
              $
              40,012


The
Company has the following tax carry forwards at December 31, 2009:










Year
            
            Amount
            
            Expiration
      DateNet operating
      lossDecember 31, 2004
            
            $
            4,920
            
            December 31,
      2024December 31, 2005
            
            
            12,146
            
            December 31,
      2025December 31, 2006
            
            
            9,915
            
            December 31,
      2026December 31, 2007
            
            
            34,201
            
            December 31,
      2027December 31, 2008
            
            
            39,781
            
            December 31,
      2028December 31, 2009
            
            
            30,804
            
            December 31,
      2029Total
            
            $
            131,767







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





NOTE
6 – SUBSEQUENT EVENTS





The
Company has evaluated all subsequent events through March 12, 2010, the date the
financial statements were issued, and no additional items were noted that need
to be disclosed.