UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-KSB

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|                                                               |                                                                                   
|-------------------------------------------------------------- | ----------------------------------------------------------------------------------
|X                                                              | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|                                                               |                                                                                   
|For the fiscal year ended: December 31, 2007                  
|                                                               |                                                                                   
|                                                               | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|                                                               |                                                                                   
|For the transition period from: _____________ to _____________



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Clopton House Corp.

(Name of small business issuer in its charter)



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|                             |              |                     |  |           
|---------------------------- | ------------ | ------------------- |  | ----------
|Delaware                     |              | 000-52713           |  | 20-8024018
|(State or Other Jurisdiction | (Commission  | (I.R.S. Employer   
|of Incorporation)            | File Number) | Identification No.)



360 Main Street

Washington, VA 22747

(Address of Principal Executive Office) (Zip Code)

540-675-3149

(Registrants telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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|                                                            |                  |                                          
|----------------------------------------------------------- | ---------------- | -----------------------------------------
|Securities registered pursuant to Section 12(b) of the Act:
|                                                            |                  |                                          
|Title of each class                                         |                  | Name of each exchange on which registered
|Common                                                      |                  |                                          
|                                                            |                  |                                          
|Securities registered pursuant to Section 12(g) of the Act:
|                                                            |                  |                                          
|                                                           
|                                                            | (Title of Class) |                                          



|                                                                                                                                                                                                                                                        |   |     |  |    | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --- |  | -- | 
|Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and
|(2) has been subject to such filing requirements for the past 90 days.                                                                                                                                                                                  | X | Yes |  | No
|                                                                                                                                                                                                                                                       
|Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrants knowledge, in definitive proxy or information statements       
|incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.                                                                                                                                                         | X |    
|                                                                                                                                                                                                                                                       
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).                                                                                                                                                 | X | Yes |  | No
|                                                                                                                                                                                                                                                        |  



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|                                                                                                                              |   |     |  |    | 
|----------------------------------------------------------------------------------------------------------------------------- | - | --- |  | -- | 
|State issuers revenue for its most recent fiscal year.  -0-                                                                 
|                                                                                                                             
|Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
|As of December 31, 2007, the Issuer had a total of 100,000 shares of common stock issued and outstanding.                    
|                                                                                                                             
|ISSUERS INVOLVED IN BANKRUPTCY                                                                                               
|PROCEEDINGS DURING THE PRECEDING FIVE YEARS:                                                                                 
|                                                                                                                             
|Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the          
|Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.                       | X | Yes |  | No
|                                                                                                                             
|DOCUMENTS INCORPORATED BY REFERENCE                                                                                          
|                                                                                                                             
|                                                                                                                             
|Transitional Small Business Disclosure Format (Check one):                                                                    |   | Yes |  | No













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INDEX



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|!Unexpected End of Formula
Item 1.      Description of Business.
2
Item 2.      Description of Property.
2
Item 3.      Legal Proceedings.
2
Item 4.      Submission of Matters to a Vote of Security Holders.
2
PART II
Item 5.      Market for Common Equity and Related Stockholder Matters.
2
Item 6.      Managements Discussion and Analysis or Plan of Operation.
2
Item 7.      Financial Statements.
3-7
Item 8.      Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
7
Item 8A.   Controls and Procedures.
8
Item 8B.   Other Information.
8
PART III
Item 9.      Directors, Executive Officers, Promoters and Control Persons; Compliance With
Section 16(a) of the Exchange Act.
8
Item 10.    Executive Compensation.
8
Item 11.    Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
8
Item 12.    Certain Relationships and Related Transactions.
9
Item 13.    Exhibits
9
Item 14.    Principal Accounting Fees and Services.
9
SIGNATURES
10







1



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Item 1.

Description of the Company



Clopton House Corporation, a Delaware corporation, was formed on December 18, 2006. The Company is currently seeking registration of its common stock in accordance with the Securities Exchange Act of 1934.



Item 2.

Description of Property



The Company currently maintains a mailing address at 360 Main Street Washington, VA 22747. The Company's telephone number there is (540)675-3149.



Item 3.

Legal Proceedings



We are currently not a party to any pending legal proceedings and no such actions by, or to the best of our knowledge, against us have been threatened.



Item 4.

Submission of Matters to a Vote of Security Holders.



No matter was submitted to a vote of Companys shareholders during the year ended December 31, 2007.



PART II

Item 5.

Market for Common Equity and Related Stockholder Matters.

The Company is authorized to issue up to 35,000,000 shares of its common stock, par value $0.001 per share. On March 13, 2007, the Company issued 100,000 common shares to Belmont Partners, LLC at $0.001 per share, or $100.



Item 6.

Managements Discussion and Analysis or Plan of Operation.

Clopton House Corporation (the "Company") was originally incorporated on December 18, 2006 under the laws of the State of Delaware.  The  Company  was  initially formed  as a  "blank  check"  entity  for  the  purpose  of  seeking a merger, acquisition or other business  combination  transaction  with a privately  owned entity seeking to become a publicly-owned entity.



The Companys current principal business activity is to seek a suitable reverse acquisition candidate through acquisition, merger or other suitable business combination method.



It is the intent of management and significant stockholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity.  However, there is no legal obligation for either management or significant stockholders to provide additional future funding. Should this pledge fail to provide financing, the Company has not identified any alternative sources.  Consequently, there is substantial doubt about the Company's ability to continue as a going concern.



The Company's need for capital may change dramatically because of any business acquisition or combination transaction.  There can be no assurance that the Company will identify any such business, product, technology or company suitable for acquisition in the future.  Further, there can be no assurance that the Company would be successful in consummating any acquisition on favorable terms or that it will be able to profitably manage the business, product, technology or company it acquires.





2



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Item 7.

Financial Statements.



[f10ksbdec2007002.gif]



3



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|                                                                          |   |      |      |   |     
|------------------------------------------------------------------------- | - | ---- | ---- | - | ----
|Clopton House Corporation                                                
|Balance Sheet                                                            
|December 31, 2007 and 2006                                               
|                                                                          |   |      |      |   |     
|                                                                          |   |      |      |   |     
|Assets                                                                    |   |      | 2007 |   | 2006
|Current assets                                                            |   |      |      |   |     
|                                                                          |   |      |      |   |     
|Cash and cash equivalents                                                 |   | $    | 79   | $ | -   
|                                                                          |   |      |      |   |     
|Total current assets                                                      |   |      | 79   |   | -   
|                                                                          |   |      |      |   |     
|Total assets                                                              |   | $    | 79   | $ | -   
|                                                                          |   |      |      |   |     
|Liabilities and Stockholders' Equity                                      |   |      |      |   |     
|                                                                          |   |      |      |   |     
|Total liabilities                                                         |   | $    | -    | $ | -   
|                                                                          |   |      |      |   |     
|Stockholders' Equity                                                      |   |      |      |   |     
|                                                                          |   |      |      |  
|Common Stick, Par value $.001 par value, 35,000,000 shares authorized,    |   |      |      |  
|100,000 and -0- shares issued and outstanding respectively                |   | 100  |      | -
|                                                                          |   |      |      |  
|Additional paid in capital                                                |   | (21) |      | -
|                                                                          |   |      |      |  
|Retained earnings                                                         |   | (21) |      | -
|                                                                          |   |      |      |  
|Total stockholders' equity                                                |   | 79   |      | -
|                                                                          |   |      |      |  
|Total liabilities and stockholders'' equity                               | $ | 79   |      | -
|                                                                          |   |      |      |  
|                                                                          |   |      |      |   |     
|                                                                          |   |      |      |   |     
|                                                                          |   |      |      |   |     
|                                                                          |   |      |      |   |     
|                                                                          |   |      |      |   |     
|                                                                          |   |      |      |   |     
|                                                                          |   |      |      |   |     
|The accompanying notes are an integral part of these financial statements
|                                                                          |   |      |      |   |     



4



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|                                                                          |  |   |      |   |     
|------------------------------------------------------------------------- |  | - | ---- | - | ----
|Clopton House Corportion                                                 
|Statements of Income and Retained Earnings                               
|For the Year Ended December 31, 2007 and                                 
|From Inception (December 18, 2006) to December 31, 2006                  
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   | 2007 |   | 2006
|                                                                          |  |   |      |   |     
|Revenues                                                                  |  | $ | -    | $ | -   
|                                                                          |  |   |      |   |     
|Operating and administrative expenses                                     |  |   | 21   |   | -   
|                                                                          |  |   |      |   |     
|Income (loss) from operations                                             |  |   | (21) |   | -   
|                                                                          |  |   |      |   |     
|Other income (expense)                                                    |  |   | -    |   | -   
|                                                                          |  |   |      |   |     
|Net income (loss)                                                         |  |   | (21) |   | -   
|                                                                          |  |   |      |   |     
|Retained Earnings, beginning of period                                    |  |   | -    |   | -   
|                                                                          |  |   |      |   |     
|Retained Earnings, End of Year                                            |  | $ | (21) | $ | -   
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|The accompanying notes are an integral part of these financial statements
|                                                                         















5







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|                                                                          |  |   |      |   |     
|------------------------------------------------------------------------- |  | - | ---- | - | ----
|Clopton House Corporation                                                
|Statement of Cash Flows                                                  
|For the Year Ended December 31, 2007 and                                 
|From Inception (December 18, 2006) to December 31, 2006                  
|                                                                         
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   | 2007 |   | 2006
|                                                                          |  |   |      |   |     
|Cash Flows Provided From Investing Activities                             |  |   |      |   |     
|Net income                                                                |  | $ | (21) | $ | -   
|                                                                          |  |   |      |   |     
|Adjustments to reconcile net income to net cash provided                  |  |   |      |   |     
|(used) by operating activities:                                           |  |   | -    |   | -   
|                                                                          |  |   |      |   |     
|Net cash provided (used) by operating activities                          |  |   | (21) |   | -   
|                                                                          |  |   |      |   |     
|Cash Flows Provided From Investing Activities                             |  |   | -    |   | -   
|                                                                          |  |   |      |   |     
|Cash Flows Used By Financing Activities                                   |  |   |      |   |     
|Net proceeds for stock issuance                                           |  |   | 100  |   | -   
|Net cash provided by financing activities                                 |  |   | 100  |   | -   
|                                                                          |  |   |      |   |     
|Net increase (decrease) in cash and cash equivalents                      |  |   | 79   |   | -   
|                                                                          |  |   |      |   |     
|Cash and cash equivalents at inception                                    |  |   | -    |   | -   
|                                                                          |  |   |      |   |     
|Cash and cash equivalents, end of period                                  |  | $ | 79   | $ | -   
|                                                                          |  |   |      |   |     
|Supplemental disclosure                                                   |  |   |      |   |     
|Interest paid during the period                                           |  | $ | -    | $ | -   
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|                                                                          |  |   |      |   |     
|The accompanying notes are an integral part of these financial statements
|                                                                          |  |   |      |   |     



6









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1.

Description of the Company and Summary of Significant Accounting Policies

Description of the Company

Clopton House Corporation, a Delaware corporation, ("the Company") was formed on December 18, 2006. The Company is seeking registration of its common stock in accordance with the Securities Exchange Act of 1934. The Company currently has no operations or significant cash flows.

Basis of Accounting

The Company's policy is to prepare its financial statements on the accrual basis of accounting in accordance with generally accepted accounting principles. Revenues are recognized when earned. Expenses are recognized in the period in which they are incurred. The Statement of Income and Retained Earnings presents the operations of the Company for the year ended December 31, 2007 and for the period from inception (December 18, 2006) to December 31, 2006.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are stated at cost which approximates fair market value.

Stock-Based Compensation Plans

The Company currently does not have any stock-based compensation plans.

Income Taxes

The Company recognizes income tax expense based on the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the income tax effect of temporary differences between the tax basis of assets and liabilities and their carrying values for financial reporting purposes. Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities during the period.

Earnings (Loss) Per Share

The Company reports both basic earnings per share, which is based on the weighted average number of common shares outstanding, and diluted earnings per share, which is based on the weighted average number of common shares as well as all potentially dilutive common shares outstanding. For the year ended December 31, 2007 and for the period from inception (December 18, 2006) to December 31, 2006, the Company did not have potentially dilutive shares issued or outstanding.

Use of Estimates

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

2.

Going Concern

The accompanying financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Currently, the Company has no operations, significant assets or cash flows. The Company's continuation as a going concern is dependent on major shareholder funding and/or the Company entering into any share exchange agreement with a company whose has sufficient resources.

3. Common Stock

The Company is authorized to issue up to 35,000,000 shares of its common stock, par value $0.001 per share. On March 13, 2007, the Company issued 100,000 common shares to Belmont Partners, LLC at $0.001 per share, or $100. At December 31, 2007, the Company had 100,000 shares of common stock issued and outstanding. The Company had no common stock issued and outstanding at December 31, 2006.

7







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Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 
The management of the Company, including the principal executive and financial officer, conducted and evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) and 15d-15(e) as of June 30, 2007. Based on that evaluation, the principal executive and financial officer concluded that as of June 30, 2007, our disclosure controls and procedures were effective at the reasonable assurance level to ensure (i) that information required to be disclosed by us in the reports 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 (ii) that information required to be disclosed in reports that we file or submit under the Exchange Act is accumulated and communicated to our management including our chief executive and financial officer, to allow timely decisions regarding required disclosure. No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended June 30, 2007 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting. Item 8A.

Controls and Procedures.There were no significant changes (including corrective actions with regard to significant deficiencies or material  weaknesses) in our internal controls over financial reporting  that occurred during the quarter ended December 31, 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Item 8B.

Other Information.None



PART III



Item 9.

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

|                |     |                                       |                            
|--------------- | --- | ------------------------------------- | ---------------------------
|Name            | Age | Position                              | Term                       
|Joseph J. Meuse | 38  | President and Chief Executive Officer | March 23, 2007 thru present



Joseph Meuse has been involved with corporate restructuring and reverse mergers since 1995.  He has been a Managing Partner at Belmont Partners as well as Castle Capital Partners since 1995. Additionally, Mr. Meuse maintains a position as a Board member of the following corporations: Network Capital, Inc., Mag Well, Inc., Tidal Wave Holdings, Inc., Pivotal Technologies, Inc., Discas, Inc., Aztec Technology Partners, Inc.,  Niagara Systems, Inc., Retail Holdings, Inc., NuOasis Laughlin, Inc., Big Red Gold, Inc., PacWest Transfer, Global Filings, and 3-D Shopping, Inc. Mr. Meuse attended the College of William and Mary.



Item 10.

Executive Compensation.

The Company currently does not have any stock-based compensation plans.



Item 11.

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

No matter was submitted during the fiscal year ending December 31 2007, covered by this report to a vote of our shareholders, through the solicitation of proxies or otherwise.

8







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Item 12.

Certain Relationships and Related Transactions.

None

Item 13.

Exhibits

31.1

Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.s

32.1

Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.



Item 14.

Principal Accounting Fees and Services.



Audit Fees , Audit-Related Fees, Tax Fees, All Other Fees



































9







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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                     |                           |                                      
|-------------------- | ------------------------- | -------------------------------------
|                     | Clopton House Corporation
|                     |                           |                                      
|                     |                           |                                      
|Date: April 15, 2008 | By:                       | /s/ Joseph Meuse                     
|                     |                           | Joseph Meuse                         
|                     |                           | President and Chief Executive Officer



























































































10