PART II

PART II

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

Market Information

Shares of our commonOur Common stock originally commenced tradingis quoted on the OTC Bulletin Board under the Symbol "CSOC". We received approval on September 3, 2008 for trading under the symbol "BCSF.OB" on January 23, 2008.“BCHO”. On April 8, 2008,March 4, 2011, our symbol was changed to “BCHO.OB” to take into account our namecurrent symbol “CSOC” in connection with our change of name.

The following table reflects the high and forward stock split.  There is a limited public marketlow bid information for our common stock obtained from Stockwatch and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

The high and low bid prices of our common stock for the periods indicated below are as follows:

As of July 7, 2011, there were * holders of record of our common stock. The market forAs of such date, 275,800,000 shares of our common stock were issued and outstanding.

Our common shares are issued in registered form. Island Stock Transfer, 100 2nd Avenue South, Suite 705S, St. Petersburg, FL 33701 (Telephone: (727) 289-0010) is highly volatile.  We cannot assure you that there will be a market in the futureregistrar and transfer agent for our common stock.

OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange.  Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks.  OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

Our common stock became eligible for quotation on the OTC Bulletin Board on January 23, 2008 but as of March 31, 2009 our common stock has only traded on two days.

Our common stock is classified as a penny stock and as such, broker dealers dealing in our common stock will be subject to the disclosure rules for transactions involving penny stocks, which require the broker dealer to determine if purchasing our common stock is suitable for a particular investor.  The broker dealer must also obtain the written consent of purchasers to purchase our common stock.  The broker dealer must also disclose the best bid and offer prices available for our stock and the price at which the broker dealer last purchased or sold our common stock.  These additional burdens imposed on broker dealers may discourage them from effecting transactions in our common stock, which could make it difficult for an investor to sell their shares.

Holders

As of March 31, 2009, we had approximately 30 shareholders of record and 26,200,000 outstanding shares of common stock.

DividendsDividend Policy

We have nevernot paid or declared any cash dividends on our common stock and do not anticipatehave no present intention of paying cashany dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the foreseeable future.development of our business. Our future dividend policy will be determined from time to time by our board of directors.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

Other than as disclosed herein, we did not sell any equity securities which were not registered under the Securities authorized for issuance under equity compensation plans.Act during the year ended March 31, 2011 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended March 31, 2011.

Equity Compensation Plan Information

We currently do not have any equity compensation plans.

Recent Sales of UnregisteredConvertible Securities

None.We do not have any outstanding convertible securities.

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Recent PurchasesPurchase of Equity Securities by Usthe Issuer and our Affiliated PurchasesPurchasers

As of March 31, 2009 we hadWe did not repurchasedpurchase any of our shares of common stock and we have not publicly announced any repurchase plans or programsother securities during our fourth quarter of our fiscal year ended March 31, 2011.

Item 6. Selected Financial Data.Data

Not Applicable.As a “smaller reporting company”, we are not required to provide the information required by this Item.

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

The following discussion should be read in conjunction with our audited financial statements includingand the related notes thereto, appearingfor the years ended March 31, 2011 and March 31, 2010 that appear elsewhere in this annual report. The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.

Forward-Looking Statements

This reportfollowing discussion contains forward-looking statements that involve risks and uncertainties.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology including, "could", "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" or the negative of these terms or other comparable terminology.  These statements are only predictions.  Actual events or results may differ materially.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business,plans, estimates and beliefs. Our actual results will almost always vary, sometimescould differ materially from any estimates, predictions, projections, assumptionsthose discussed in the forward looking statements. Factors that could cause or other future performance suggestedcontribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report.

LiquidityOur audited financial statements are stated in United States dollars and Capital Resourcesare prepared in accordance with United States Generally Accepted Accounting Principles.

AsPurchase of Significant Equipment

We do not intend to purchase any significant equipment over the next twelve months.

Personnel Plan

We do not expect any material changes in the number of employees over the next 12 month period (although we may enter into employment or consulting agreements with our officers or directors). We do and will continue to outsource contract employment as needed.

Results of Operations

For the Year Ending March 31, 2009, we had cash of $12,527 in2011 and 2010

Expenses

Our operating expenses for our bank accounts and a working capital deficit of $31,883 compared to $9,643 cash and working capital deficit of $3,731 as ofyears ended March 31, 2008.  As of March 31, 2009, we had total assets of $12,5272011 and total liabilities of $44,360.  As of March 31, 2009 we have accumulated a deficit of $57,233.

From December 13, 2006 (date of inception) to March 31, 2009, we raised net proceeds of $26,2002010 are outlined in cash from the issuance of common stock.   $26,200 was raised during the period from December 13, 2006 (inception) to March 31, 2009.  table below:

We used net cash of $26,476 in operating activitiesOperating expenses for the year ended March 31, 20092011 increased by 19% as compared to $52,233 for the comparative period from December 13, 2006 (inception) to March 31, 2009.  in 2010.

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Revenue

10We have not earned any revenues since our inception and we do not anticipate earning revenues in the near future.

Liquidity and Financial Condition

Working Capital

As of March 31, 2009 we had cash of $12,527Cash Flows

We estimate that our expenses over the next 12 months will be approximately $227,000 as described in our bank accounts.  We intend to meet the balancetable below. These estimates may change significantly depending on the nature of our cashfuture business activities and our ability to raise capital from shareholders or other sources.

Specifically, we estimate our operating expenses and working capital requirements for the next 12 months through a combinationto be as follows:

Future Financings

We will require additional financing in order to enable us to proceed with our plan of debtoperations, as discussed above, including approximately $227,000 over the next 12 months to pay for our ongoing expenses. These expenses include legal, accounting and audit fees as well as general and administrative expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

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We anticipate continuing to rely on equity financing by waysales of private placements.  We currently do not have any arrangementsour common stock in place for the completionorder to continue to fund our business operations. Issuances of any further private placement financings and thereadditional shares will result in dilution to our existing stockholders. There is no assurance that we will be successful in completingachieve any further private placement financings.  There isadditional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

We presently do not have any arrangements for additional financing for the expansion of our exploration operations, and no assurance that anypotential lines of credit or sources of financing will beare currently available or if available, on terms that will be acceptablefor the purpose of proceeding with our plan of operations.

Contractual Obligations

As a “smaller reporting company”, we are not required to us.  We may not raise sufficient funds to fully carry out any business plan.provide tabular disclosure obligations.

Results of Operations

Lack of RevenuesGoing Concern

We have earned nogenerated only nominal revenues and have sustained operational losses sinceare dependent upon obtaining outside financing to carry out our inception on December 13, 2006operations and pursue our business development activities. If we are unable to March 31, 2009.  As of March 31, 2009,generate future cash flows, raise equity or secure alternative financing, we had an accumulated deficit of $57,233.  We anticipatemay not be able to continue our operations and our business plan may fail. You may lose your entire investment.

If our operations and cash flow improve, our management believes that we can continue to operate. However, no assurance can be given that management's actions will not earn any revenues during the current fiscal year.  

At this time,result in profitable operations or an improvement in our ability to generate any revenues continues to be uncertain.liquidity situation. The auditor's report on our audited financial statements on March 31, 2009 and 2008 contains an additional explanatory paragraph which identifies issues that raise substantial doubt aboutthreat of our ability to continue as a going concern.  Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Expenses

From December 13, 2006 (date of inception)concern will cease to March 31, 2009,exist only when our total expenses were $57,233.  Our total expenses consisted solely of general and administrative expenses.

Our total expenses decreased by $639revenues have reached a level able to $28,102 for the year ended March 31, 2009 from $28,741 for the period from December 13, 2006 (inception) to March 31, 2008.  The decrease in total expenses was mainly due a minor decrease in operating expenses.

Net Loss

For the year ended March 31, 2009 we incurred net loss of $28,102 compared to $28,741 for the year ended March 31, 2008.  From December 13, 2006 (date of inception) to March 31, 2009, we incurred an aggregate net loss of $57,233.  The net loss was primarily due to operating expenses.  We incurred net loss of $0.00 per share for the year ended March 31, 2009 and a net loss of $0.00 per share for the year ended March 31, 2008.sustain our business operations.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that areis material to our stockholders.

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Inflation

The effect of inflation on our revenues and operating results has not been significant.

Known Material Trends and Uncertainties

Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow from outside sources to sustain operations and meet our obligations on a timely basis, and ultimately upon our ability to attain profitability.  We have limited capital with which to pursue our business plan.

These factors raise substantial doubt about our ability to continue as a going concern.  Our auditors have issued a going concern opinion.  This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months.  The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.  The threat that we will be unable to continue as a going concern will be eliminated only when our revenues have reached a level that is able to sustain our business operations.

Critical Accounting Policies

Our financial statements are impacted by the accounting policies usedThe discussion and the estimates and assumptions made by management during their preparation.  A complete summary of these policies is included in note 1 of the notes to our financial statements.  We have identified below the accounting policies that are of particular importance in the presentationanalysis of our financial position,condition and results of operations and cash flows, and which require the application of significant judgment by management.

Basis of Presentation

Theare based upon our financial statements, of the Companywhich have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.  

Use of Estimates and Assumptions

The  preparation  of  financial  statements  in conformity with accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and liabilitiesexpenses. These estimates and disclosureassumptions are affected by management’s application of contingent assetsaccounting policies. We believe that understanding the basis and liabilities at  the  datenature of the estimates and assumptions involved with the following aspects of our financial statements and the reported amountsis critical to an understanding of revenues  and    expenses  during  the  reporting  period.  Actual results could differ from those estimates.our financial statements.

Stock-based CompensationFair Value of Financial Instruments

Stock-based compensation is accounted for atThe carrying value of cash, accounts payable and accrued liabilities, loans from related party and loan payable approximates their fair value in accordance with SFAS No.  123 and 123 (R).  To date,because of the Company hasshort maturity of these instruments. Unless otherwise noted, it is management’s opinion our company is not adopted a stock option plan and has not granted any stock options.exposed to significant interest, currency or credit risks arising from these financial instruments.

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Income Taxes

Income taxes are accountedOur company follows the liability method of accounting for under the assets and liability method.  Deferredincome taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing  assets  and  liabilitiesvalues and their respective income tax bases and operating loss and tax credit  carry  forwards.  Deferredbasis (temporary differences). The effect on deferred income tax assets and liabilities are measured using enactedof a change in tax rates is recognized in effect forincome in the year in which those temporary differences are expected to be recovered or settled.period that includes the enactment date. At March 31, 2011, a full-deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.

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Basic and Diluted Net Loss perPer Share

The CompanyOur company computes net loss per share in accordance with SFAS No. 128,"EarningsASC-260, “Earnings per Share".  SFAS No. 128Share” which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement.

statement of operations. Basic EPSloss per share is computed by dividing net loss available to common shareholders (numerator)  by the weighted average number of shares outstanding (denominator)common shares during the period. Diluted EPSloss per share gives effect to all potentially dilutive potential common shares outstanding during the period. Diluted EPSDilutive loss per share excludes all potentially dilutivepotential common shares if their effect is anti-dilutive.

Our company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.

Long-Lived Assets

Our company has adopted ASC-360, “Property, Plant and Equipment” which requires that long-lived assets and certain identifiable intangibles held and used by our company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. Our company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC-360 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.

Revenue Recognition

Our company will recognize revenue in accordance with ASC-605, “Revenue Recognition,” which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.

Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. Our company will defer any revenue for which the product has not been delivered or is subject to refund until such time that our company and the customer jointly determine that the product has been delivered or no refund will be required.

Stock-based Compensation

Our company records stock based compensation in accordance with the guidance in ASC-718, “Compensation -Stock Compensation,” which requires our company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. Our company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

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CADUCEUS SOFTWARE SYSTEMS CORP.
(Formerly BOSCO HOLDINGS, INC.)
(A Development Stage Company)
FINANCIAL STATEMENTS
MARCH 31, 2011

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SEALE AND BEERS, CPAs

PCAOB & CPAB REGISTERED AUDITORS

www.sealebeers.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

and Stockholders of
Caduceus Software Systems, Corp. (formerly Bosco Holdings, Inc.

)
(A Development Stage Company)

We have audited the accompanying balance sheets of Bosco Holdings Inc.Caduceus Software Systems, Corp.
 (A Development Stage Company) as of March 31, 2009, March 31, 2008,2011 and March 31, 20072010, and the related statements of operations, stockholders’ equity (deficit)deficit and cash flows for the years ended March 31, 2009, March 31, 2008,2011 and March 31, 2007,2010 and since inception on December 13, 2006 through March 31, 2009. These2011. Caduceus Software Systems, Corp.’s management is responsible for these financial statements are the responsibility of the Company’s management.statements.  Our responsibility is to express an opinion on these financial statements based on our audits. 

We conductconducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includesstatements, 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 Bosco Holdings Inc.Caduceus Software Systems, Corp. (A Development Stage Company) as of March 31, 2009, March 31, 2008,2011 and March 31, 20072010, and the related statements of operations, stockholders’ equity (deficit)deficit and cash flows for the years ended March 31, 2009, March 31, 2008,2011 and March 31, 2007,2010 and since inception on December 13, 2006 through March 31, 20092011, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 12 to the financial statements, the Company has no revenues, has negative working capital at March 31, 2011, has incurred recurring losses since inception resulting inand recurring negative cash flow from operating activities, and has an accumulated deficit of $57,233 as at March 31, 2009 and further losses are anticipated in the development of its business which raises substantial doubt about its ability to continue as a going concern.  Management’s plans concerning these matters are also described in Note 1.2.  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

March 25, 2010

July 6, 2011

50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351

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The accompanying notes are an integral part of these financial statements.

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The accompanying notes are an integral part of these financial statements.

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BOSCO HOLDINGS, INCThe accompanying notes are an integral part of these financial statements.

(A Development Stage Company)22

Notes To The Financial Statements

March 31, 2009

1. NATURE AND CONTINUANCE OF OPERATIONS

Bosco Holdings, Inc. (“the Company”)The Company was incorporated under the laws of the State of Nevada, U.S. on December 13, 2006.2006 under the name Bosco Holdings Inc. On March 1, 2011, the Company changed its name from Bosco Holdings Inc. to Caduceus Software Systems Corp. The Company is in the development stage as defined under Statement on Financial Accounting Standards No. 7, DevelopmentCodification Standard (“ASC”) 915, “Development Stage Enterprises (“SFAS No.7”)Entities”, and its efforts arewere primarily devoted marketing and distributing laminate flooring to the wholesale and retail markets throughout North America. On June 9, 2011, the Company entered into a Licensing Agreement for the exclusive license to software optimized for use in the medical industry for patient management, patient appointment scheduling, physician memorandum recording, medical symptom and ailment recording and digital image recording. The Company is now in the business of providing medical software to medical professionals. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.  For the period from inception, December 13, 2006 through March 31, 2009 the Company has accumulated losses of $57,233.  

2. GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. TheFor the period from inception, December 13, 2006 through March 31, 2011 the Company has incurredaccumulated losses since inception resulting in an accumulated deficit of $57,233 as at March 31, 2009 and further losses are anticipated in the development of its business raising$101,447. There is substantial doubt aboutas to the Company’s ability of the company to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and and/or private placement of common stock.

As of March 31, 2011, the Company's has excess of current liabilities over its current assets by $76,047, with cash and cash equivalents representing $1,903.

2.3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Cash and Cash equivalents

For purposes of StatementStatements of Cash Flows the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalent.

Use of Estimates and Assumptions

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 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. Actual results could differ from those estimates.

Foreign Currency Translation

The financial statements are presented in United States dollars. In accordance with Statement of Financial Accounting Standards No. 52,ASC-830, “Foreign Currency Translation”Matters”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.

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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial Instruments

The carrying value of cash, and accounts payable and accrued liabilities, loans from related party and loan payable approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

BOSCO HOLDINGS, INC

(A Development Stage Company)

Notes To The Financial Statements

March 31, 2009

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

At March 31, 20092011, a full-deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.

Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with SFAS No. 128,ASC-260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.

Long-Lived Assets

The Company has adopted Statement of Financial Accounting Standards No. 144 (“SFAS 144”). The StatementASC-360, “Property, Plant and Equipment” which requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. SFAS No. 144ASC-360 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.

Research and Development

The Company accounts for research and development costs in accordance with the Financial Accounting Standards Board’s Statement of Financial Accounting Standards No. 2 (“SFAS 2”), “Accounting for ResearchASC-730, “Research and Development Costs”Development”. Under SFAS 2,ASC-730, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenditures $0$nil the period from December 13, 2006 (date of inception) to March 31, 2009.2011.

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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents and related party receivables.equivalents. At March 31, 2011, the Company has cash in the amount of $1,903. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excessAll of the Company’s cash is in non FDIC insurance limit. The Company periodically reviews its trade receivables in determining its allowance for doubtfulinsured accounts. The Company does not have accounts receivable and allowance for doubtful accounts at March 31, 2009.

BOSCO HOLDINGS, INC

(A Development Stage Company)

Notes To The Financial Statements

March 31, 2009

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition

The Company will recognize revenue in accordance with Staff Accounting Bulletin No. 104, REVENUE RECOGNITION ("SAB104"),ASC-605, “Revenue Recognition,” which superseded Staff Accounting Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS ("SAB101"). SAB 101 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibilitycollectability of those amounts.

Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has n otnot been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

SAB 104 incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"), MULTIPLE-DELIVERABLE REVENUE ARRANGEMENTS. EITF 00-21 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing EITF 00-21 on the Company's consolidated financial position and results of operations was not significant.

From the date of inception through March 31, 2009, the Company has not generated any revenue to date.

Advertising

The Company follows the policy of charging the costs of advertising to expenses incurred. The Company incurred $0$nil in advertising costs during the period ended March 31,2009.

Liquidity

As shown in the accompanying financial statements, the Company has incurred a net loss of $57,233 for the periodyear ended March 31, 2009. As of March 31, 2009, the Company's has excess of current liabilities over its current assets by $31,833, with cash and cash equivalents representing $12,527.2011.

Stock-based Compensation

In December 2004,The Company records stock based compensation in accordance with the FASB issued SFAS No. 123R, “Share-Based Payment”,guidance in ASC-718, “Compensation -Stock Compensation,” which replaced SFAS No. 123, “Accounting for Stock-Based Compensation” and superseded APB Opinion No. 25, “Accounting for Stock Issuedrequires the Company to Employees”. In January 2005,recognize expenses related to the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 107, “Share-Based Payment”, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the award. SFAS No. 123R was tointrinsic value and requires instead that such transactions be effectiveaccounted for interim or annual reporting periods beginningusing a fair-value-based method. The Company recognizes the cost of all share-based awards on or after June 15, 2005, but in April 2005a graded vesting basis over the SEC issued a rule that will permit most registrants to implement SFAS No. 123R at the beginning of their next fiscal year, insteadvesting period of the next reporting period as required by SFAS No. 123R. award.

Recent accounting pronouncements

The pro-forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. Under SFAS No. 123R,Company management has reviewed recent accounting pronouncements issued through the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption.

The transition methods include prospective and retroactive adoption options. Under the retroactive options, prior periods may be restated either asissuance of the beginning of the year of adoptionfinancial statements. In management’s opinion, except for those pronouncements detailed below, no other pronouncements apply or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS No. 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. The Company adopted the modified prospective approach of SFAS No. 123R for the period beginning December 13, 2006. The Company did not record any compensation expense in the year of 2009 because there were no stock options outstanding prior to the adoption or at March 31, 2009.  

BOSCO HOLDINGS, INC

(A Development Stage Company)

Notes To The Financial Statements

March 31, 2009

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements

 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 nowill have a material 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 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 unders tands 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.

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BOSCO HOLDINGS, INC

(A Development Stage Company)

Notes To The Financial Statements

March 31, 2009

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 bef ore 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 entities 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.

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In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements  This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including fina ncial statements for an interim period within that fiscal year. The Company will adopt this statement March 1, 2008, and it is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

BOSCO HOLDINGS, INC

(A Development Stage Company)

Notes To The Financial Statements

March 31, 2009

3.4. COMMON STOCK

The total number of common shares authorized that may be issued by the Company is 75,000,000400,000,000 shares with a par value of one tenth of one cent ($0.001) per share and no other class of shares is authorized. As of March 31, 2009 and2011, the companyCompany has issued and outstanding 26,200,000209,600,000 shares of common stock.

During the year March 31, 2007, the Company issued 26,200,000209,600,000 post-split shares of common stock for total cash proceeds of $25,400. OnAt March 31, 20092011 there were no outstanding stock options or warrants.

On February 21, 2008, the Company's Board of Directors authorized and declared a five-for-one forward stock split of the Company's common stock. The stock split was effected in the form of a stock dividend distribution on March 27, 2008 to the stockholders on record on close of business February 21, 2008. The stockholders received four additional shares of common stock for each share of common stock held as of the close of business on the record date. All shares and per-share data have been restated to reflect 5:1forwardthis stock split. The Forward Stock Split was effectuated with a record date

On February 16, 2011, the Company's Board of April 7, 2008 upon filingDirectors approved an increase to the appropriate documentation with NASDAQ. The forward Stock Split was implemented taking into account ourCompany’s authorized share capital, and numberdeclared a eight-for-one forward stock split of issued and outstandingthe Company's common stock. Effective March 1, 2011, the Company’s authorized capital increased from 75,000,000 to 400,000,000 shares of common stock. The stock split was effected in the form of a stock dividend distribution on March 3, 2011 to the stockholders on record on close of business February 16, 2011. The stockholders received seven additional shares of common stock as of the Record Date.  Total issued and outstanding shares of common stock increased from 5,240,000 shares to 26,200,000 shares.  The par value for our shares of common stock remained the same at $0.001. Each of our shareholders holding oneeach share of common stock was entitledheld as of the close of business on the record date. All shares and per-share data have been restated to receive an additional four shares of our restricted common stock.  reflect this stock split.

4.5. INCOME TAXES

As of March 31, 2009,2011, the Company had net operating loss carry forwards of approximately $57,233$101,447 that may be available to reduce future years’ taxable income through 2029.2030. 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 valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

6. LOAN PAYABLE

As of March 31, 2011, the Company owes an unrelated third party $1,031 (Cdn$1,000). The loan is non-interest bearing, and is due on demand.

5. MARKETING AND SALES DISTRIBUTION AGREEMENT26

On March 9^th, 2007 The Company entered into a Marketing and Sales Distribution Agreement with Bossco-Laminate Co., LTD to market and distribute the laminate flooring products in North America. According to this agreement , Bossco-Laminate Co., LTD  agrees  to  manufacture  the  1200x300x8  mm polish surface  and  relief  surface  laminate flooring  and fulfill Bosco's written purchase orders for Products in a timely  manner,  and in any event will use its best efforts to fill placed orders within a period  of  thirty days (30)days or less following the receipt of any written order.

6.7. RELATED PARTY TRANSACTIONS

As of March 31, 2010 a former director of the Company had outstanding loans to the Company in the amount of $50,042. The loan was due upon demand and unsecured.

As of March 31, 2011 a former director of the Company had outstanding loans to the Company in the amount of $56,254. The loan was due upon demand and unsecured. The former director agreed to forgive the amount owed as of June 9, 2011. Refer to Note 9.

As of March 31, 2011, the Company is indebted to the spouse of a former director in the amount of $1,880. The amount was subsequently paid to the related party in April 2011.

On February 27, 2008 our Director hadJanuary 31, 2011, the President of the Company loaned the Company $10,000.$3,000. The loan is non-interest bearing, due upon demand and unsecured. As ofDuring the year ended March 31, 2008 total loan amount was $10,000.

 On July 18, 2008 our Director had2011, the President of the Company loaned the Company $7,500.another $3,094 (Cdn$3,000) for a total of $6,094. The loan is non-interest bearing, due upon demand and unsecured.

On September 16,8. CONTINGENCY

The Company disputes charges with RBSM LLP (predecessor auditor) for the review of the Form 8-K and correspondence with the successor auditor during 2008, our Director had loanedin amount of $3,025. The Company examined the Company $14,000. The loan is non-interest bearing, due upon demandinvoices, and unsecured.decided that charges for the review of the 8K and correspondence with the successor auditor are excessive.

On October 8, 2008 our Director had loaned the Company $7,500 at the interest rate of 10%. The loan due upon demand and unsecured.

As of March 31, 2009 total  loan amount was $39,000 and interest amount was $360. $31,500 of that loan is non-interest bearing and $7,500 is at the interest rate of 10%.

NOTE 7 –9. SUBSEQUENT EVENTS

The Company has determined that there were no subsequent events up to and including the date of the issuance of these financial statements that warrant disclosure or recognition in the financial statements.statements, except as disclosed below:

On June 9, 2011, the Company entered into a Licensing Agreement with Sygnit Corporation (“Sygnit”). Pursuant to the Licensing Agreement the Company received an exclusive license to the Cadeus MMS software system developed by Sygnit as well as all peripheral documentation, source code and object code relating to this software and any of its accompanying parts. The license is for a period of 5 years, but if the Company is able to raise an aggregate of $200,000 in financing within 6 months, the license extends perpetually. As consideration for the license, the Company issued 66,200,000 shares of common stock and a former director of the Company transferred an additional 63,800,000 shares of common stock to Sygnit.

On June 9, 2011, a former director of the Company agreed to forgive all loans and interest owing to him as of June 9, 2011.

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

There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and subsequent interim periods.

None.

Item 9A(T).Controls and Procedures.

Evaluation of Disclosure9A. Controls and Procedures

We carried out an evaluation,As required by Rule 13a-15 under the supervisionExchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2011.

Our management, with the participation of our management, including ourpresident (our principal executive officer, principal accounting officer and principal financial officer, ofofficer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended ( the “Exchange Act”).  Based upon that evaluation, our principal executive officer and principal financial officer concluded that,) as of the end of the period covered inby this report,report. Based on this evaluation, our president has concluded that, as of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports filedwe file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported, within the required time periods specified in the SEC’s rules and isforms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer,president, as appropriate, to allow timely decisions regarding required disclosure. The reasons for this finding were the weaknesses in our internal control over financial reporting enumerated below.

Management's Report On Internal Control Over Financial Reporting

Evaluation of Disclosure Controls and Procedures

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepare dprepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2009.2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses.

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1. As of March 31, 2009, we did not maintain effective controls over the control environment.  Specifically we have not developed and effectively communicated to our employees its accounting policies and procedures.  This has resulted in inconsistent practices.  Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.  Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute e a material weakness.

2. As of March 31, 2009,

2.

As of March 31, 2011, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2009,2011, based on the criteria established in "Internal Control-Integrated Framework" issued by the COSO.

Change In Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our last fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

Item 9B.Other Information.Information

None.

PART III

Item 10.Directors, Executive Officers Promoters and Control Persons of the CompanyCorporate Governance

Directors and Executive Officers

Set forth below are the names, ages, terms of office and positionsAll directors of our executive officers and directors.

All directorscompany hold office until the next annual meeting of our shareholders andthe security holders or until their successors have been elected and qualify.  Officers serve at the pleasurequalified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Business Experience

The following is a brief account of the Boardeducation and business experience during at least the past five years of Director.  The directors will devoteeach director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such timeoccupation and effort to ouremployment were carried out.

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Derrick Gidden - President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

Derrick Gidden is a graduate from Converty Technical College in Telecommunication and Electronic Engineering (Oct 1978) and the University of Wolverhampton where has obtained a Post Graduate in Training Management (July 1994) and has successfully completed a wide array of other business and affairs as may be necessary to perform their responsibilities.  

Aside from Mr. Dannikov, there are no other persons whose activities will be material to our operations at this time.  Mr. Dannikov is our only “promoter” as such term is defined under the Act.  However as finances allow, we will engagemanagement, training, auditing, project management and other personnel as requiredinformation technology programs (May 1992 – February 2010).

For more than twenty five years he has provided management consulting and business development services to a number of private, public service and voluntary companies/organizations.

Mr. Gidden’s entrepreneurship began with two business ventures, between March of 2003 and April of 2008, called Oracle Business Development Partnership (UK) Limited and The Property Investor Group (UK) Limited. While operating Oracle Business Development Partnership (UK), he provided business development consultancy services to businesses across UK, in such areas as finance, administration, sales and marketing, research and addition to offering specific consultancy on business planning/development and overall management.raising finance. His duties also included supporting companies for sustainability, growth and competitiveness with consultancy on sales/marketing, IT, technology, manufacturing and import/export. While working for The Property Investor Group (UK) Limited, Mr. Gidden provided relevant property investments to prospective investors.

Since April of 2010, Mr. Gidden has been a director of the Poet’s Wood Management Services working in conjunction with Redrow Homes Midlands Ltd., one of the leading companies in the residential home construction sector in the United Kingdom. He is also a school governor at King Edward VI School which is one of the top selective grammar school in the United Kingdom.

Alexander Dannikov - Director.  

Mr. Dannikov has acted as our sole  director  and  officer since our inception on December 13, 2006. Since November 2006, Mr. Dannikov has worked as General Manager of Irkut Corporation, a private company that sells building materials in Russia and abroad. From January 2005 to November 2006, Mr. Dannikov has worked for Avalon Video company as Assistant Director where he was involved in marketing, recruiting, staff training, performing supervisory functions, monitoring service quality and employee performance. Since August 2001, Mr. Dannikov was initially employed as a manager for Hoztorg, a wholesale company involved in distributing household goods in the Irkutsk region where he was responsible for organizing cargo transportation, wholesale and retail trade. He became a director of the company in June 2003. From June 2003 to January 2005, when Mr. Dannikov acted as a director of Hoztorg, his responsibilities were business administration, staff management, and customer relations and marketing. Mr. Dannikov graduated with a Bachelor of Social Sciences Degree in regional studies from Irkutsk State University in June 2003. His degree specialization was "Administration of Territories (Siberian region)".  Mr. Dannikov devotes 30%

Other Directorships

Other than as disclosed above, during the last 5 years, none of his businessour directors held any other directorships in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

Conflicts of Interest

Our directors are not obligated to commit their full time and attention to our affairs. He is responsible for managingbusiness and, accordingly, they may encounter a conflict of interest in allocating their time between our business operations and overseeing  day-to-day  affairs,  including all  administrative aspects.

Boardthose of Directorsother businesses. In the course of their other business activities, they may become aware of investment and Director Nominees

Our sole officer and director, Alexander Dannikov, is currently the only member of our Board of Directors.  We do not have a nominating committee of the Board, since the Board as a whole selects individualsbusiness opportunities which may be appropriate for presentation to stand for election as members.  Since the Board does not include a majority of independent directors, the decisions of the Board regarding director nominees are made by persons who have an interest in the outcome of the determination.  The Board will consider candidates for directors proposed by security holders, although no formal procedures for submitting candidates have been adopted.  Unless otherwise determined, at any time not less than 90 days prior to the next annual Board meeting at which the slate of director nominees is adopted, the Board will accept written submissions from proposed nominees that include the name, address and telephone number of the proposed nominee; a brief statement of the nominee’s qualifications to serve as a director; and a statement as to why the security holder submitting the proposed nominee believes that the nomination would be in the best interests of the security holders. If the proposed nominee is not the same person as the security holder submitting the name of the nominee, a letter from the nominee agreeing to the submission of his or her name for consideration should be provided at the time of submission.  The letter should be accompanied by a résumé supporting the nominee's qualifications to serve on the Board,us as well as other entities to which they owe a listfiduciary duty. As a result, they may have conflicts of references.interest in determining to which entity a particular business opportunity should be presented. They may also in the future become affiliated with entities, engaged in business activities similar to those we intend to conduct.

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The Board identifies director nominees throughIn general, officers and directors of a combinationcorporation are required to present business opportunities to a corporation if:

• the corporation could financially undertake the opportunity;

• the opportunity is within the corporation’s line of referrals from different people, including management, existing Board membersbusiness; and security holders.  Once a candidate has been identified,

• it would not be fair to the Board reviewscorporation and its stockholders not to bring the individual's experience and background and may discussopportunity to the proposed nominee with the sourceattention of the recommendation.  If the Board believes it to be appropriate, Board members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member of the slate of director nominees submitted to security holders for election to the Board.corporation.

Among the factors that the Board considers when evaluating proposed nominees are their knowledge of and experienceInvolvement in business matters, finance, capital markets and mergers and acquisitions.  The Board may request additional information from each candidate prior to reaching any determination.  The Board is under no obligation to formally respond to all recommendations, although as a matter of practice, it will endeavor to do so.

Director Independence

Our securities are quoted on the OTC Bulletin Board which does not have any director independence requirements.  Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of Directors with regard to this definition.

Audit Committee

The functions of the audit committee are currently carried out by our Board of Directors.  Our Board has determined that we do not have an audit committee financial expert on our Board carrying out the duties of the audit committee.  The Board has determined that the cost of hiring a financial expert to act as a director and to be a member of the audit committee or otherwise perform audit committee functions outweighs the benefits of having a financial expert on the audit committee.

Significant Employees

Other than our sole officer and director, we do not expect any other individuals to make a significant contribution to our business.

Family Relationships

There are no family relationships among our officers or directors.

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NoCertain Legal Proceedings

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past fiveten years:

1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2. Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

4. Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

31

7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Section 16(a) Beneficial Ownership Compliance Reporting

with Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulation to furnish us with copies of all forms they file1934

Our common stock is not registered pursuant to Section 16(a).  As we do not have any securities registered under Section 12 of the Securities Exchange Act of 1934, noneas amended (the “Exchange Act”). Accordingly, our officers, directors, and principal stockholders are not subject to the beneficial ownership reporting requirements of our Reporting Persons are required to file reportsSection 16(a) of ownership and changes in ownership with the SEC.Exchange Act.

Code of Ethics

We have not yet adopted a corporate code of ethics. When we do adopt a code of ethics, we will announce it via the filing of a current report on form 8-K.

Committees of the Board

All proceedings of our board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that appliesresolution at a meeting of the directors are, according to the corporate laws of the state of Nevada and the bylaws of our principal executive officer, principalcompany, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Audit Committee and Charter

Currently our audit committee consists of our entire board of directors. We have determined that we do not have a member of the audit committee in the capacity as an independent director.

We have not implemented an audit committee charter. When we do adopt an audit committee charter, we will announce it via the filing of a current report on form 8-K.

Nominating Committee and Charter

We currently do not have nominating committee or other committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

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Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that none of the members of our audit committee qualifies as an "audit committee financial officer, principal accounting officerexpert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or controller, or personscommittees performing similar functions becausenor do we have a written nominating, compensation. Our board of directors does not yet finalizedbelieve that it is necessary to have such committees because it believes the contentfunctions of such a code.

committees can be adequately performed by our board of directors.

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Item 11. Executive Compensation.

Compensation

The following table sets forth, asparticulars of March 31, 2009, the compensation paid to the following persons:

• our Presidentprincipal executive officer;

• each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended March 31, 2011 and Chief Executive Officer2010; and our Chief Financial Officer during the last

• up to two completed fiscal years.  No other officers or directors received annual compensation in excess of $100,000 during the last two completed fiscal years.

  
  

  Summary Compensation Table (1)
  Name and Principal Position	Year	Salary ($)	Total ($)
  Alexander Dannikov (2)	2008	0	0
  	2009	0	0

  
  

  
  

  (1) Pursuant to Item 402(a)(5) of Regulation S-K tables and columnsadditional individuals for whom disclosure would have been omitted whereprovided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended March 31, 2011 and 2010,

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation has been awarded.did not exceed US$100,000 for the respective fiscal year:

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Other than as set out below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

(2) Alexander Dannikov isStock Option Plan

To date, we have not adopted a stock option plan.

2011 Grants of Plan-Based Awards

There were no equity or non-equity awards granted to the named executives in 2011.

Outstanding Equity Awards at Fiscal Year End

There were no outstanding equity awards as at March 31, 2011.

Option Exercises and Stock Vested

During our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer.fiscal year ended March 31, 2011 there were no options exercised by our named officers.

Compensation of Directors

We do not have made no grants ofany agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options orto purchase shares of our common stock appreciation rights from December 13, 2006 (inception) to March 31, 2009.as awarded by our board of directors.

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Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits to ourfor directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Boardboard of Directorsdirectors or a committee thereof.

Compensation Committee

We currently do not have a compensation committee of the Board of Directors.  The Board as a whole determines executive compensation.

CompensationIndebtedness of Directors, Senior Officers, Executive Officers and Other Management

We reimburseNone of our directors for expenses incurred in connection with attending board meetings but did not pay director's fees or other cash compensation for services rendered as a director in the year ended March 31, 2009.

We have no standard arrangement pursuant to which our directors are compensated for their services in their capacity as directors.  The Board of Directors may award special remuneration toexecutive officers or any director undertaking any special services on behalfassociate or affiliate of our company other than services ordinarily requiredduring the last two fiscal years, is or has been indebted to our company by way of a director.  No director received and/or accrued any compensation for services as a director, including committee participation and/or special assignments.

Changeguarantee, support agreement, letter of Control

As of March 31, 2009 we had no pension plans or compensatory planscredit or other arrangements which provide compensation in the eventsimilar agreement or understanding currently outstanding.

Family Relationships

There are no family relationships between any of a termination of employmentour executive officers or a change in our control.directors.

Compensation Committee Interlocks and Insider Participation

We do not currently have a compensation committee of the Board of Directors or a committee performing similar functions.  The Board of Directors as a whole participates in the consideration of executive officer and director compensation.

Compensation Committee Report

Our Chief Financial Officer /Chief Executive Officer has reviewed the Compensation Discussion and Analysis and the requirements pertaining to this item.  He has determined that no disclosure is necessary as we have not adopted any compensation programs and we have approved that a statement to that effect be disclosed in this Form 10-K

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

The following table sets forth, information as of March 31, 2009 regardingJuly 7, 2011, certain information with respect to the beneficial ownership of our common stockshares by each shareholder known by us to be the beneficial owner of more than five per cent5% of our outstandingcommon shares, as well as by each of common stock, each directorour current directors and all executive officers and directors as a group. Except as otherwise indicated, each of the shareholdersEach person has sole voting and investment power with respect to the shares of common stock, beneficially owned.except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

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Changes in Control

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

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

DuringExcept as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended March 31, 2009, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein2011, in which the amount involved in the transaction exceeded or a series of similar transactions exceededexceeds the lesser of $120,000US$120,000 or 1%one percent of the average of our total assets at the year end for the last three completed fiscal years.

Director Independence

We currently act with two directors, consisting of Derrick Gidden and Alexander Dannikov.

31We have determined that we do not have independent directors, as that term is used in Rule 4200(a)(15) of the Rules of National Association of Securities Dealers.

Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

Our board of directors has determined that none of our directors qualify as an “audit committee financial expert” as defined in as defined in Item 407(d)(5)(ii) of Regulation S-K.

From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

Item 14.Principal AccountantAccounting Fees and Services.

Audit and Non-Audit Fees

The following table sets forth the fees for professional audit services and theaggregate fees billed for otherthe most recently completed fiscal year ended March 31, 2011 and for the fiscal year ended March 31, 2010 for professional services rendered by our auditors in connection withthe principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

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Our board of directors pre-approves all services provided by our independent auditors. All of the years ended March 31, 2009above services and 2008,fees were reviewed and any otherapproved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed for services rendered by our independent auditors during these periods.and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PART IV

Item 15. Exhibits, Financial Statement Schedules

* Filed herewith.

Since our inception, our Board of Directors, performing the duties of the audit committee, has reviewed all audit and non-audit related fees at least annually.  The Board, acting as the audit committee, pre-approved all audit related services for the year ended March 31, 2009.

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Item 15.Exhibits.

SIGNATURES

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

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