10-K/A 1 form10ka1.txt FORM 10-K/A #1 - 04-30-09 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A (Amendment No. 1) [X] ANNUAL REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED APRIL 30, 2009 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934 For the transition period from _______________ through _______________ TECHS LOANSTAR, INC. _______________________________________ (Name of small business in its charter) Nevada 20-4682058 ______________________________________________ ________________________ (State or other jurisdiction of incorporation) (IRS employer ID Number) 112 North Curry Street Carson City, Nevada 89703 775-284-3770 ____________________________________________________ (Address and Telephone Number including area code of registrant's principal executive offices): Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not 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-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of "accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act (Check one): Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [ ] Smaller Reporting Company [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] State issuer's revenues for its most recent fiscal year. $0.00 As of January 19, 2010, the aggregate market value of the shares of common stock held by non-affiliates (computed by reference to the most recent offering price of such shares) was $16,500.00 As of January 19, 2010, there were 40,400,000 shares of common stock issued and outstanding. Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X] Explanatory Note: This Form 10-K/A was prepared in response to the Securities and Exchange Commission's de-registration of Moore & Associates, Chartered, the Registrant's former independent accountants. The Financial Statements set forth in Item 8 for the period of this report have been audited by Seale & Beers, CPAs and replace in their entirety the financial statements in the Form 10-K filed on July 16, 2009. -2- TABLE OF CONTENTS Page PART I Item 1. Description of Business 4 Item 1A. Risk Factors 5 Item 1B. Unresolved Staff Comments 5 Item 2. Description of Property 5 Item 3. Legal Proceedings 5 Item 4. Submission of Matters to a Vote of Security Holders 6 PART II Item 5. Market for Common Stock and Related Stockholder Matters 6 Item 6. Selected Financial Data 6 Item 7. Management's Discussion and Analysis of Plan of Operation 6 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 8 Item 8. Financial Statements and Supplementary Data 8 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 8 Item 9A(T). Controls and Procedures 9 Item9B. Other Information 10 PART III Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act 10 Item 11. Executive Compensation 12 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 12 Item 13. Certain Relationships and Related Transactions 13 Item 14. Principal Accountant Fees and Services 13 PART IV Item 15. Exhibits, Financial Statement Schedules 13 Signatures 14 Certifications -3- PART I ITEM 1. DESCRIPTION OF BUSINESS SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS This Report contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the "Securities Act) and the Securities Exchange Act of 1934, as amended, (the "Exchange Act"). Various matters discussed in this document and in documents incorporated by reference herein, including matters discussed under the caption "Plan of Operation," may constitute forward-looking statements for purposes of the Securities Act and the Exchange Act. These statements are based on many assumptions and estimates and are not guarantees of future performance and may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Techs Loanstar, Inc. (the "Company" or "Techs Loanstar") to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. The words "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate," and similar expressions are intended to identify such forward-looking statements. The Company's actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation: OVERVIEW References in this Report to "Techs Loanstar," "we," "our," "us," and the "Company" refer to Techs Loanstar, Inc. Techs Loanstar was incorporated in the State of Nevada as a for-profit company on April 7, 2006. We are a development-stage company formed to enter into the loan management services industry with proprietary loan management software applications that we intend to procure. The Company proposes to provide low cost, user friendly data base applications for the growing payday and equity loan industry. We have not generated any sales to date. Our product is still in the development stage and is not yet ready for commercial sale. We plan to complete the development of our software applications within the next twelve months and begin recognizing revenue from the sale and distribution of our product thereafter. The Company has not been involved in any bankruptcy, receivership or similar proceedings since its incorporation nor has it been involved in any reclassification, merger or consolidation. We have no plans to change our business activities. OUR PRODUCT Techs Loanstar plans to offer low cost custom data base applications to the growing pay day and short term equity loan industries. Our services to loan companies will include evaluating their enterprise software needs, designing and maintaining custom loan management data base applications and integrating loan management systems with the clients existing enterprise software systems such as e-commerce transaction systems. The recent growth of the pay day and short term equity loan industries has stimulated demand for low cost loan administration systems that smaller firms can easily configure and integrate with their existing software systems. Techs Loanstar intends to enter this market with custom software and data base systems built upon open source code provided by independent third party programmers. We will also provide clients with a comprehensive suite of services including the assessment of their software and business systems requirements, the design of solutions that meet these requirements and the integration of their business and software systems into their existing enterprise level software programs. THE MARKET Techs Loanstar will compete with traditional loan management software developers by offering a range of consulting services and customized data base applications to pay-day and equity loan businesses. -4- Over 25 million people in the United States have a potential need for a short-term loan. Today there are over 25,000 loan stores and hundreds of call centers servicing the marketplace. These locations potentially have a need for standardization of the lending process and flexibility to service the customer in a fast, efficient manner. Techs Loanstar's loan management database will allow loan merchants to obtain uniform lending, collections and business operations. The life cycle of the short-term loan industry in the last few years has passed through the acceptance and regulation phases and is now into the growth and consolidation-of-participants phases. Most of the successful participants in the industry today are seeking technological solutions to better automate and enhance their operations. The customer in this marketplace requires additional purchase points, such as websites supporting E-signature, to make transactions easier, faster and more confidential. Techs Loanstar will up to date with the various technologies and how they can be implemented into a merchant's business operations. PATENTS Upon successful completion of the development of our product, we plan to apply for patent protection and/or copyright protection in the jurisdictions in which we will conduct business and distribute our product. GOVERNMENT REGULATION AND SUPERVISION We are subject to the laws and regulations of those jurisdictions in which we plan to sell our product and services, which are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. In general, the sale of our product is not subject to special regulatory and/or supervisory requirements. EMPLOYEES We have no employees other than our officer and director. RESEARCH AND DEVELOPMENT EXPENDITURES We have not incurred any research or development expenditures since our incorporation. ITEM 1A - RISK FACTORS We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. ITEM 1B. UNRESOLVED STAFF COMMENTS We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. ITEM 2 - DESCRIPTION OF PROPERTY We do not own any real estate or other properties. ITEM 3 - LEGAL PROCEEDINGS The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer. -5- ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS No matters were submitted to a vote of security holders during the fiscal year ending April 30, 2009. ITEM 5 - MARKET FOR REGISTRANTS COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES Techs Loanstar's ticker symbol for its shares of common stock quoted on the Over-the-Counter Bulletin Board is "TCLN". As of January 19, 2010 the Company had thirty-two (32) active shareholders of record. We have not paid cash dividends and have no outstanding options. ITEM 6 - SELECTED FINANCIAL DATA We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report. This interim report contains forward looking statements relating to our Company's future economic performance, plans and objectives of management for future operations, projections of revenue mix and other financial items that are based on the beliefs of, as well as assumptions made by and information currently known to, our management. The words "expects", "intends", "believes", "anticipates", "may", "could", "should" and similar expressions and variations thereof are intended to identify forward-looking statements. The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement. Our auditor's report on our April 30, 2009 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Since our sole officer and director may be unwilling or unable to loan or advance us additional capital, we believe that if we do not raise additional capital over the next 12 months, we may be required to suspend or cease the implementation of our business plans. See "April 30, 2009 Audited Financial Statements - Auditors Report." As of April 30, 2009, we had $0 cash on hand and in the bank. Management believes this amount will not satisfy our cash requirements for the next twelve months or until such time that additional proceeds are raised. We plan to satisfy our future cash requirements - primarily the working capital required for the development of our e-commerce systems and marketing campaign and to offset legal and accounting fees - by additional equity financing. This will likely be in the form of private placements of common stock. Management believes that if subsequent private placements are successful, we will be able to generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements. If we are unsuccessful in raising the additional proceeds through a private placement offering we will then have to seek additional funds through debt financing, which would be very difficult for a new development stage company to secure. Therefore, we are highly dependent upon the success of the anticipated private placement offering and failure thereof would result in the Company having to seek capital from other sources such as debt financing, which may not even be available to the Company. However, if such financing were available, because Techs Loanstar is a development stage company with no operations to date, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds -6- are required, management will evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If we cannot raise additional proceeds via a private placement of our common stock or secure debt financing we would be required to cease business operations. As a result, investors in Techs Loanstar's common stock would lose all of their investment. The Company did not generate any revenue during the fiscal year ended April 30, 2009 and has not raised any revenue since inception. Total expenses for the fiscal year ending April 30, 2009 were $18,932 resulting in an operating loss for the fiscal year of $18,932. The operating loss for the period is a result of professional fees in the amount of $15,357 and office and general expenses in the amount of $3,575. Total expense in the fiscal year ended April 30, 2008 were $29,351 resulting in total expenses since inception of $59,429 and an operating loss since inception of $59,429. As of April 30, 2009 the President has advanced $16,548 to the Company. This amount is unsecured, non-interest bearing and without specific terms of repayment. We anticipate that our current cash and cash equivalents and cash generated from financing activities will be insufficient to satisfy our liquidity requirements for the next 12 months. We expect to incur product development, marketing and professional and administrative expenses as well expenses associated with maintaining our SEC filings. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. PLAN OF OPERATION Over the next 12 month period we must raise capital and start the staged procurement of our loan management software systems that we intend to license in stages and expand and enhance over time and as our business develops. As our first step we plan to acquire open source data base applications that we can customize to suite a wide variety of financing businesses, such as pay-day and equity loan, leasing and finance companies. The cost of customizing theses application is estimated to cost $7,000. The next stage is procuring the e-commerce transaction software required in advance of client functionality that will enable the purchase of our products and services over the Internet at an estimated cost of $4,000. In the final stage we expect to procure client functionality modules to augment the loan management data base systems with a call center, website integration, data conversion, internet lead integration and accounting file auto export services, estimated to cost $8,000. During this stage we will continue work on the client, transaction and administration modules and other data base functionality. During this period we also intend to initiate our marketing activities to attract prospective clients from a large number of North American pay-day and equity loan businesses. Our marketing plan includes identifying and initiating contact with pay-day and equity loan providers, participating in finance industry trade shows, placing advertisements in trade magazines and on-line journals and contacting finance industry associations. The execution of the marketing plan is estimated to cost $15,000. If we can complete these stages and we receive a positive reaction from our potential customers in the form of firm purchase orders, we will attempt to raise money through a private placement, public offering or long-term loans to purchase additional functionality for our loan management software. Techs Loanstar expects to enjoy a significant competitive advantage over traditional software houses and existing loan management systems. We believe that our competitive strengths include the ease of use of our planned loan management software and the quality of our systems integration services. -7- We do not plan to hire additional employees at this time. Our sole officer and director will be responsible for the initial product sourcing. Once we are ready to begin Internet marketing, we will hire an independent consultant to build our web site. We intend to hire sales representatives initially on a commission only basis to keep administrative overhead to a minimum. The staged procurement of our loan management data base systems will continue over the next 12 months. Other than purchasing its management software, Techs Loanstar does not anticipate obtaining any further products or services. Techs Loanstar has no current plans, preliminary or otherwise, to merge with any other entity. Techs Loanstar's primary activity will be the identification and implementation of web-based enterprise level software and software support services for the short-term loan industry. We do not expect to be purchasing or selling plant or significant equipment during the next twelve months. OFF BALANCE SHEET ARRANGEMENTS. As of the date of this Annual Report, the funds currently available to the Company will not be sufficient to continue operations. The cost to establish the Company and begin operations is estimated to be approximately $24,000 over the next twelve months and the cost of maintaining our reporting status is estimated to be $14,000 over this same period. The officer and director, Mr. Pizzacalla has undertaken to provide the Company with operating capital to sustain our business over the next twelve month period as the expenses are incurred in the form of a non-secured loan. However, there is no contract in place or written agreement securing this agreement. Management believes that if the Company cannot raise sufficient revenues or maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety. Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. ITEM 8 - FINANCIAL STATEMENTS The required Financial Statements and the notes thereto are contained in a separate section of this report beginning with the page following the signature page. ITEM 9 - CHANGES IN AND DISAGREMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE On August 6, 2009, Board of Directors of the Registrant dismissed Moore & Associates Chartered, its independent registered public account firm. On the same date, August 6, 2009, the accounting firm of Seale and Beers, CPAs was engaged as the Registrant's new independent registered public account firm. The Board of Directors of the Registrant and the Registrant's Audit Committee approved of the dismissal of Moore & Associates Chartered and the engagement of Seale and Beers, CPAs as its independent auditor. None of the reports of Moore & Associates Chartered on the Company's financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Registrant's audited financial statements contained in its Form 10-K for the fiscal year ended April 30, 2009 a going concern qualification in the Registrant's audited financial statements. -8- During the Registrant's two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with Moore and Associates, Chartered whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Moore and Associates, Chartered's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the registrant's financial statements. b) On August 6, 2009 the registrant engaged Seale and Beers, CPAs as its independent accountant. During the two most recent fiscal years and the interim periods preceding the engagement, the registrant had not consulted Seale and Beers, CPAs regarding any of the matters set forth in Item 304(a)(1)(v) of Regulation S-K. ITEM 9A(T)- CONTROLS AND PROCEDURES. The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal Control over financial reporting is defined in rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of the Company's principal executive and principal financial officers and effected by the Company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies that: o Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the tractions and dispositions of the assets of the Company; o Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and o Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. As of April 30, 2009 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matters involving internal controls and procedures that the Company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective -9- controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the review of our financial statements as of April 30, 2009. Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, results in ineffective oversight in the establishment and monitoring of required internal controls and procedures could result in material misstatement in our financial statements in future periods. This annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide management report in the Annual Report. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures: We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. We plan to appoint one or more outside directors to our board of directors who shall be appointed to the audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. There have been no significant changes in our internal control over financial reporting that occurred during the year ended April 30, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B - OTHER INFORMATION None. ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The name, address, age, and position of our present officer and director is set forth below: NAME AND ADDRESS AGE POSITION(S) Gary Pizzacalla 49 President, Secretary/ Treasurer, Chief 3838 Spicewood Way Financial Officer and Chairman of the Mississauga, Ontario Board of Directors. Canada L5N 7W3 The person named above has held his offices/positions since inception of our company and is expected to hold his offices/positions at least until the next annual meeting of our stockholders. Directors receive no compensation for serving on the Board of Directors other than the reimbursement of reasonable expenses incurred. -10- BACKGROUND OF OFFICERS AND DIRECTORS Mr. Pizzacalla is a 23-year veteran of the Information Technology Industry, possessing expertise in the areas of programming, hardware/software installation and maintenance and has an extensive background in sales and marketing. His strong business acumen was gained through seven years as an entrepreneur in a successful Consulting and Manufacturer's Representative business venture. He is formally trained and well versed in solution selling techniques and best practices. With a total of 17 years of consulting experience in the implementation of hardware, software and service solutions, Gary's expertise is further enhanced by working with a diverse mix of end user and reseller organizations, including school boards, universities, cities, government, small business and large corporate accounts. Mr. Pizzacalla's sales experience includes the successful promotion and implementation of mid-range accounting and manufacturing software solutions into small and medium-sized businesses. He also has an extensive background and solid understanding of the Printer / Copier / Supplies & Service Industry, having held Management Level positions throughout his career. Gary has successfully managed a wide range of Reseller and Distribution accounts on both a Regional and National level. His success is built on his ability to secure and nurture solid relationships with `C' Level Management. He worked closely with Sales, Marketing and Product Management teams in creating the tools and promotions necessary to motivate their sales force, thus providing the impetus for them to focus on his products and increase sales. From 2005 until 2006, Mr. Pizzacalla was IT Product Specialist / Category Manager at Corporate Express Canada Inc., Mississauga, Ontario, Canada. As part of the Sales Management Team he was responsible for growing the IT Product Category in terms of revenue and gross margin dollars. He accomplished this primarily through supporting approximately 75 Sales Reps in the Ontario Division. With his general knowledge of IT Products and expertise in the Printer and Supplies Industry, he was the resident expert and driving force for the category. The success of the IT Product Category during his tenure is measured by YTD results of attaining 107% of revenue and 108% of the gross margin dollars budget, representing 15% growth year over year. From 2003 until 2005, Mr. Pizzacalla was Account Manager at The Computer Media Group of Brampton, Ontario, Canada. He was responsible for exceeding specific revenue and gross profit quotas in large corporations and government accounts. He effectively utilized standard sales practices and techniques to arrange meetings with qualified prospects, introduce TCMG, and probe to uncover their needs. He handled the entire preparation, completion and submission of tenders and RFQ's for both public and private sector organizations, and maintained an account base consisting of corporations, cities, utilities, government and educational institutions. From 2000 until 2003, Mr. Pizzacalla was Territory Sales Manager for OKI Data Americas, Inc., Mississauga, Ontario, Canada. Mandated to increase sales in the Greater Toronto Area and Eastern Ontario with an emphasis on the promotion of OKI's color printer line, Mr. Pizzacalla accomplished this through a) strategically recruiting new direct and indirect resellers; b) focused product and sales training to distribution and reseller sales teams and; c) through presentations and solution selling in joint sales calls to top opportunities in major corporate accounts. He also monitored and utilized his account's CO-OP funds, as well as managed a Marketing Development Fund budget, creating customized incentive programs to help garner mind share and drive sales higher. Reporting included revenue and product forecasting, with account and opportunity updating. Mr Pizzacalla has been President of Techs Loanstar since its inception in April, 2006 to present. Mr. Pizzacalla is not a director of any other reporting company. SIGNIFICANT EMPLOYEES The Company does not, at present, have any employees other than the current officer and director. We have not entered into any employment agreements, as we currently do not have any employees other than the current officer and director. -11- FAMILY RELATIONS There are no family relationships among the Directors and Officers of Techs Loanstar, Inc. INVOLVEMENT IN LEGAL PROCEEDINGS No executive Officer or Director of the Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending. No executive Officer or Director of the Company is the subject of any pending legal proceedings. No Executive Officer or Director of the Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business. AUDIT COMMITTEE We do not have a separately-designated standing audit committee. The entire Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee. The Board approves the selection of our independent accountants. CODE OF ETHICS As of April 30, 2009, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. ITEM 11 - EXECUTIVE COMPENSATION Our current executive officer and director has not and does not receive any compensation and has not received any restricted shares awards, options or any other payouts. As such, we have not included a Summary Compensation Table. There are no current employment agreements between the Company and its executive officer or director. Our executive officer and director has agreed to work without remuneration until such time as we receive revenues that are sufficiently necessary to provide proper salaries to the officer and compensate the director for participation. Our executive officer and director has the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, shares sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and a cash balances. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation. There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by Company. ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT RELATED STOCKHOLDER MATTERS The following table sets forth, as of April 30, 2009, certain information as to shares of our common stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group: -12- Amount and Name and Address of Nature of Percent of Title of Class Beneficial Owner [1] Beneficial Owner Class ______________ ____________________ ________________ __________ Common Stock Gary Pizzacalla, 28,000,000 69% 3838 Spicewood Way Mississauga, L5N 7W3 Canada All Officers and Directors 28,000,000 69% As a group (1 person) ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Currently, there are no contemplated transactions that the Company may enter into with our officers, directors or affiliates. If any such transactions are contemplated we will file such disclosure in a timely manner with the Commission on the proper form making such transaction available for the public to view. The Company has no formal written employment agreement or other contracts with our current officer and there is no assurance that the services to be provided by him will be available for any specific length of time in the future. Mr. Pizzacalla anticipates devoting at a minimum of ten to fifteen percent of his available time to the Company's affairs. The amounts of compensation and other terms of any full time employment arrangements would be determined, if and when, such arrangements become necessary. ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES During the fiscal year ended April 30, 2009 we incurred approximately $3,500 in fees to our principal independent accountants for professional services rendered in connection with the audit of financial statements for the fiscal year ended April 30, 2009. For review of our financial statements for the quarters ended July 31, 2008, October 31, 2008 and January 31, 2009 we incurred approximately $4,500 in fees to our principal independent accountants for professional services. During the fiscal year ended April 30, 2009, we did not incur any other fees for professional services rendered by our principal independent accountants for all other non-audit services which may include, but not limited to, tax related services, actuarial services or valuation services. ITEM 15 - EXHIBITS (a) Exhibits: EXHIBITS 31.1 Chief Executive and Financial Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 32.1 Chief Executive and Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002* -13- SIGNATURES Pursuant to the requirements of the Section 13 or 15(d) of the Exchange Act, Techs Loanstar has duly caused this report to be signed on its behalf by the undersigned persons, and in the capacities so indicated on January 19, 2010. TECHS LOANSTAR, INC. By: /s/ GARY PIZZACALLA __________________________________________________ Name: Gary Pizzacalla Title: President, Secretary Treasurer, Principal Executive Officer, Principal Financial Officer and Director -14- TECHS LOANSTAR, Inc. (A Development Stage Company) FINANCIAL STATEMENTS APRIL 30, 2009 (Audited) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM BALANCE SHEETS STATEMENTS OF OPERATIONS STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) STATEMENTS OF CASH FLOWS NOTES TO FINANCIAL STATEMENTS -15- SEALE AND BEERS, CPAs PCAOB & CPAB REGISTERED AUDITORS www.sealebeers.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Techs Loanstar, Inc. (A Development Stage Company) We have audited the accompanying balance sheets of Techs Loanstar, Inc. (A Development Stage Company) as of April 30, 2009, and the related statements of operations, stockholders' equity (deficit) and cash flows for the years ended April 30, 2009 and 2008 and from inception on April 7, 2006 through April 30, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conduct our audits in accordance with 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Techs Loanstar, Inc. (A Development Stage Company) as of April 30, 2009 and 2008, and the related statements of operations, stockholders' equity (deficit) and cash flows for the years ended April 30, 2009 and from inception on April 7, 2006 through April 30, 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 Notes 1 and 2 to the financial statements, the Company has an accumulated deficit of $59,429, which raises substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Notes 1 and 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ SEALE AND BEERS, CPAS __________________________ Seale and Beers, CPAs Las Vegas, Nevada December 15, 2009 50 S. Jones Blvd Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351 -16-

TECHS LOANSTAR, INC. (A Development Stage Company) BALANCE SHEETS (Audited) Year ended Year ended April 30, 2009 April 30, 2008 _____________________________________________________________________________________________________ ASSETS CURRENT ASSETS Cash $ - $ 198 _____________________________________________________________________________________________________ Total Assets - 198 ===================================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Cash overdrawn $ 32 $ - Accrued expenses 20,349 17,028 Shareholders Loan 16,548 1,167 _____________________________________________________________________________________________________ Total Liabilities 36,929 18,195 ===================================================================================================== STOCKHOLDERS' EQUITY (DEFICIT) Capital stock (Note 5) Authorized 300,000,000 shares of common stock, $0.001 par value, Issued and outstanding 40,400,000 shares of common stock 40,400 40,400 Additional paid-in capital (17,900) (17,900) Deficit accumulated during the development stage (59,429) (40,497) _____________________________________________________________________________________________________ Total Stockholders' Equity (36,929) (17,997) _____________________________________________________________________________________________________ Total Liabilities and Stockholders' Equity $ - $ 198 ===================================================================================================== The accompanying notes are an integral part of these financial statements

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TECHS LOANSTAR, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS (Audited) Cumulative from inception (April Year ended Year ended 7, 2006) to April 30, 2009 April 30, 2008 April 30, 2009 ___________________________________________________________________________________________ REVENUE $ - $ - - OPERATING EXPENSES Office and general $ 3,575 $ 12,824 $ 20,966 Interest Expense - 2,828 2,828 Professional fees 15,357 13,699 35,635 ___________________________________________________________________________________________ LOSS FROM OPERATIONS $ (18,932) $ (29,351) $ (59,429) PROVISION FOR INCOME TAX $ - $ - $ - NET LOSS $ (18,932) $ (29,351) $ (59,429) =========================================================================================== BASIC AND FULLY DILUTED LOSS PER COMMON SHARE $ 0.00 $ 0.00 =========================================================================================== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND FULLY DILUTED 40,400,000 40,400,000 =========================================================================================== The accompanying notes are an integral part of these financial statements.

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TECHS LOANSTAR, INC. (A Development Stage Company) STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) FROM INCEPTION (APRIL 7, 2006) TO APRIL 30, 2009 (Audited) Deficit Accumulated Common Stock Additional Share During the ____________________________ Paid-in Subscription Development Number of shares Amount Capital Receivable Stage Total ___________________________________________________________________________________________________________________________ Balance, April 7,2006 - $ - $ - $ - $ - $ - Common stock issued at $0.00025 per share on April 21, 2006 28,000,000 28,000 (21,000) (7,000) - - Net loss April 30, 2006 - - - - (1,279) ___________________________________________________________________________________________________________________________ Balance, April 30, 2006 28,000,000 28,000 (21,000) (7,000) (1,279) (1,279) =========================================================================================================================== Proceeds received from share subscriptions receivable - - - 7,000 - 7,000 Common stock issued at $0.00125 per share. (May 1, 2006 to April 30, 2007) 12,400,000 12,400 3,100 - - 15,500 Net Loss April 30,2007 (9,867) (9,867) ___________________________________________________________________________________________________________________________ Balance, April 30, 2007 40,400,000 $ 40,400 $ (17,900) (11,146) 11,354 =========================================================================================================================== Net loss April 30, 2008 - - - - (29,351) (29,351) ___________________________________________________________________________________________________________________________ Balance, April 30, 2008 40,400,000 $ 40,400 $ (17,900) $ - $ (40,497) $ (17,997) =========================================================================================================================== Net loss April 30, 2009 - - - - (18,932) (18,932) ___________________________________________________________________________________________________________________________ Balance, April 30, 2009 40,400,000 $ 40,400 $ (17,900) $ - $ (59,429) $ (36,929) =========================================================================================================================== The accompanying notes are an integral part of these financial statements.

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TECHS LOANSTAR, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS (Audited) Cumulative results of operations from Year ended Year ended inception (April 7, April 30, 2009 April 30, 2008 2006) to April 30, 2009 _______________________________________________________________________________________________________________ OPERATING ACTIVITIES Net loss $ (18,932) $ (29,351) $ (59,429) Changes in operating assets and liabilities Prepaid Expenses - 2,500 - Accrued Liabilities 3,321 13,929 20,349 _______________________________________________________________________________________________________________ NET CASH FROM OPERATING ACTIVITIES (15,611) (12,922) (39,080) FINANCING ACTIVITIES Proceeds from sale of common stock - - 22,500 Shareholders Loan 15,380 1,167 16,548 _______________________________________________________________________________________________________________ NET CASH FROM FINANCING ACTIVITIES 15,380 - 39,048 _______________________________________________________________________________________________________________ NET INCREASE (DECREASE) IN CASH (231) (11,755) (32) CASH, BEGINNING 198 11,954 - _______________________________________________________________________________________________________________ CASH, ENDING $ (32) $ 198 $ (32) =============================================================================================================== Supplemental cash flow information: Cash paid for: Interest $ - $ - $ - Income Taxes $ - $ - $ - =============================================================================================================== NON-CASH ACTIVITIES Stock issued for services $ - $ - $ - Stock issued for accounts payable $ - $ - $ - Stock issued for notes payable $ - $ - $ - Stock issued for convertible debentures and interest $ - $ - $ - Convertible debentures issued for services $ - $ - $ - Warrants issued $ - $ - $ - Stock issued for penalty on default of convertible debenture $ - $ - $ - Note payable issued for finance charges $ - $ - $ - Forgiveness of not payable and accrued interest $ - $ - $ - Stock issued for investment. $ - $ - $ - =============================================================================================================== The accompanying notes are an integral part of these financial statements.

-20- TECHS LOANSTAR, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS (Audited) APRIL 30, 2009 ________________________________________________________________________________ NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION ________________________________________________________________________________ Techs Loanstar, Inc. (the "Company") is in the initial development stage and has incurred losses since inception totaling $59,429. The Company was incorporated on April 7, 2006 in the State of Nevada. The fiscal year end of the Company is April 30. The Company was organized to provide the loan management service and software for the equity and payday loan industry. NOTE 2 - GOING CONCERN ________________________________________________________________________________ The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern. The Company has funded its initial operations by way of issuing Founders' shares and entering into a private placement offering for 4,000,000 shares at $0.005 per share. As of April 30, 2009, the Company had issued 28,000,000 Founders shares at $0.00025 per share for net proceeds of $7,000 which has been received by the Company and 12,400,000 shares at $0.00125 per share for net proceeds of $15,500, of which $15,500 has been received by the Company. NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ________________________________________________________________________________ BASIS OF PRESENTATION These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States. SEGMENTED REPORTING SFAS Number 131, "Disclosure about Segments of an Enterprise and Related Information", changed the way public companies report information about segments of their business in their quarterly reports issued to shareholders. It also requires entity-wide disclosures about the products and services the entity provides, the material countries in which it holds assets and reports revenues and its major customers. For the period ended April 30, 2009 all operations took place in Ontario, Canada. COMPREHENSIVE LOSS SFAS No. 130, "Reporting Comprehensive Income," establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at April 30, 2007 and April 30, 2008 the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. USE OF ESTIMATES AND ASSUMPTIONS Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain 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 period. Accordingly, actual results could differ from those estimates. FINANCIAL INSTRUMENTS All significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of -21- future cash flows, interest rate risk and credit risk. Where practical the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. LOSS PER COMMON SHARE Basic earnings (loss) per share includes no dilution and is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of the Company. Because the Company does not have any potential dilutive securities, the accompanying presentation is only on the basic loss per share. NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) ________________________________________________________________________________ INCOME TAXES The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. STOCK-BASED COMPENSATION The Company accounts for stock-based compensation issued to employees based on SFAS No. 123R "Share Based Payment". SFAS No. 123R is a revision of SFAS No. 123 "Accounting for Stock-Based Compensation", and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees" and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123 as originally issued and Emerging Issues Task Force Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services". SFAS 123R does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, "Employers' Accounting for Employee Stock Ownership Plans". SFAS 123R requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award - the requisite service period (usually the vesting period). SFAS 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of SFAS 123R includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. As at April 30, 2009 the Company had not adopted a stock option plan nor had it granted any stock options. Accordingly no stock-based compensation has been recorded to date. RECENT ACCOUNTING PRONOUNCEMENTS In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4"). FSP FAS 157-4 provides guidance on estimating fair value when market activity has decreased and on identifying transactions that are not orderly. Additionally, entities are required to disclose in interim and annual periods -22- the inputs and valuation techniques used to measure fair value. This FSP is effective for interim and annual periods ending after June 15, 2009. The Company does not expect the adoption of FSP FAS 157-4 will have a material impact on its financial condition or results of operation. In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, "Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities." This disclosure-only FSP improves the transparency of transfers of financial assets and an enterprise's involvement with variable interest entities, including qualifying special-purpose entities. This FSP is effective for the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged. The Company adopted this FSP effective January 1, 2009. The adoption of the FSP had no impact on the Company's results of operations, financial condition or cash flows. In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers' Disclosures about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1"). FSP FAS 132(R)-1 requires additional fair value disclosures about employers' pension and postretirement benefit plan assets consistent with guidance contained in SFAS 157. Specifically, employers will be required to disclose information about how investment allocation decisions are made, the fair value of each major category of plan assets and information about the inputs and valuation techniques used to develop the fair value measurements of plan assets. This FSP is effective for fiscal years ending after December 15, 2009. The Company does not expect the adoption of FSP FAS 132(R)-1 will have a material impact on its financial condition or results of operation. In October 2008, the FASB issued FSP No. FAS 157-3, "Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active," ("FSP FAS 157-3"), which clarifies application of SFAS 157 in a market that is not active. FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued. The adoption of FSP FAS 157-3 had no impact on the Company's results of operations, financial condition or cash flows. In September 2008, the FASB issued exposure drafts that eliminate qualifying special purpose entities from the guidance of SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," and FASB Interpretation 46 (revised December 2003), "Consolidation of Variable Interest Entities - an interpretation of ARB No. 51," as well as other modifications. While the proposed revised pronouncements have not been finalized and the proposals are subject to further public comment, the Company anticipates the changes will not have a significant impact on the Company's financial statements. The changes would be effective March 1, 2010, on a prospective basis. In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share." FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial position and results of operations if adopted. In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company's financial position, statements of operations, or cash flows at this time. In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB's amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company's financial position, statements of operations, or cash flows at this time. In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities--an amendment of FASB Statement No. 133. This standard requires companies to provide -23- enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows. In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for "plain vanilla" share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company's consolidated financial position, results of operations or cash flows. In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements--an amendment of ARB No. 51. This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company's consolidated financial position, results of operations or cash flows. In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations'. This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141. This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company's consolidated financial position, results of operations or cash flows. In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities--Including an Amendment of FASB Statement No. 115. This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements. The Company will adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its consolidated financial statements. -24- COMPANY'S RESULTS OF OPERATIONS OR FINANCIAL POSITION. The adoption of these new pronouncements is not expected to have a material effect on the Company's financial position or results of operations NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS ________________________________________________________________________________ In accordance with the requirements of SFAS No. 107, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments. NOTE 5 - CAPITAL STOCK ________________________________________________________________________________ On April 24, 2008 the Company changed its capitalization from 75,000,000 to 300,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. On April 14, 2008 and effective April 24, 2008, the directors of the Company approved a special resolution to undertake a forward split of the common stock of the Company on a 4 new shares for 1 old share basis whereby 40,400,000 common shares were issued pro-rata to shareholders of the Company as of the record date on April 24, 2008 As of April 30, 2009, the sole Director had purchased 28,000,000 shares of the common stock in the Company with proceeds received by the Company totaling $7,000. PRIVATE PLACEMENT On April 21, 2006, the Company authorized a private placement offering of up to 16,000,000 shares of common stock at a price of $0.00125 per share. The total amount to be raised in this financing is $20,000. As of April 30, 2009, the Company had issued 12,400,000 shares and received $15,500 from the sale of its private placement stock. NOTE 6 - RELATED PARTY TRANSACTIONS ________________________________________________________________________________ As of April 30, 2009, the Company received advances from a Director in the amount of $16,548. This loan is at 0% interest and is repayable on demand. As of April 30, 2008, the Company received advances from a Director in the amount of $1,167. This loan is at 0% interest and is repayable on demand. NOTE 7 - ADVERTISING ________________________________________________________________________________ Advertising is expensed when incurred. There has been no advertising during the period. NOTE 8 - PROPERTY AND EQUIPMENT ________________________________________________________________________________ The company owns no property nor leases office space. The office space is donated by the director at no charge. NOTE 9 - INCOME TAXES ________________________________________________________________________________ As of April 30, 2009, the Company had net operating loss carry forwards of approximately $59,429 that may be available to reduce future years' taxable income and will expire commencing in 2026. Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and, accordingly, the Company has recorded a full valuation allowance for the deferred tax asset relating to these tax loss carryforwards. -25- NOTE 10 - RESTATEMENT NOTE ________________________________________________________________________________ The Statements have been restated with the inclusion of $7,500 Island Stock Transfer set-up fee in the year ended April 30, 2008 figures that was not previously booked, and an additional accrual for $3,500 for the audit by Moore & Associates, less a $25 Bank Charge that had to be removed, in the Year ended April 30, 2009 figures. NOTE 11 - SUBSEQUENT EVENTS NOTE ________________________________________________________________________________ The Company filed a Form SB-2 registration statement with the Securities and Exchange Commission which became effective October 17, 2007. -26-