Quantumsphere 1012G Registration of securities

Quantumsphere Inactive 10-12GRegistration of securities

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

WAY COOL IMPORTS, INC.

(Exact name of registrant as specified in its charter)


Nevada		20-3925307
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


5555 North Star Ridge Way		83669
(Address of principal executive officer)		(Zip Code)

Registrant’s telephone number, including area code:208-283-1542

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

None

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

Common Stock, $.001 par value

(Title of class)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12B-2 of the Exchange Act. (Check one):


Large accelerated filer	.	Accelerated filer	.

Non-accelerated filer	.	Smaller reporting company	X.


SEC 1396 (05-06)		Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Business.

Way Cool Imports, Inc. (“the Company”) was originally incorporated in the State of Nevada on December 1, 2005 for the purpose of engaging in the business of importing goods from foreign countries for sale in the United States. Prior to December 29, 2009, the Company engaged in the business of importing antiques and home and garden furnishings and accessories. Products were then sold on a wholesale basis to retailers. The Company ceased operations in December 2009. Effective January 1, 2010, the Company entered the development stage and is seeking to enter into a reverse acquisition with an existing business or otherwise acquire an operating entity.

On December 29, 2009, the Company sold 45,000,000 shares of its common stock in exchange for $40,000, along with a note due in 30 days for $5,000, to Cornelius Hofman who then became the controlling shareholder of the Company owning 84.11% of the Company’s currently issued and outstanding common stock.

Since ceasing its operations at December 29, 2009, the Company has focused its efforts on seeking a business opportunity. The Company will attempt to locate and negotiate with a business entity for the merger of that target company into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company will provide a method for a foreign or domestic private company to become a reporting (“public”) company whose securities are qualified for trading in the United States secondary market.

PERCEIVED BENEFITS

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

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

* increased visibility in the financial community;

* the facilitation of borrowing from financial institutions;

* improved trading efficiency;

* shareholder liquidity;

* greater ease in subsequently raising capital;

* compensation of key employees through stock options;

* enhanced corporate image;

* a presence in the United States capital market

POTENTIAL TARGET COMPANIES

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

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

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

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

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

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

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

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

A business combination with a target company will normally involve the transfer to the target company of the majority of the issued and outstanding common stock of the Company, and the substitution by the target company of its own management and board of directors. No assurances can be given that the Company will be able to enter into a business combination, as to the terms of a business combination, or as to the nature of the target company. The Company is voluntarily filing this Registration Statement with the Securities and Exchange Commission and is under no obligation to do so under the Securities Exchange Act of 1934.

Item 1A. Risk Factors.

The Company's business is subject to numerous risk factors, all of which can reduce shareholder value in the Company, including the following:

The Company will continue to sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. The Company has had very limited operating history and no revenues or earnings from operations since it ceased operations. The Company has no significant assets or financial resources. This will result in the Company incurring a net operating loss which will increase continuously until the Company can consummate a business combination with a target company. The Company will also continue to incur expenses relating to be a reporting company with the Securities and Exchange Commission. These expenses include ongoing accounting, auditing, legal and filing fees. Continued operating losses will reduce shareholder value in our stock. There is no assurance that the Company can identify a target company and consummate such a business combination.

Our proposed business plan is speculative in nature and the Company may not be successful in attracting a suitable acquisition candidate. The success of the Company's proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified target company. While management will prefer business combinations with entities having established operating histories, there can be no assurance that the Company will be successful in locating candidates meeting such criteria. In the event the Company completes a business combination, of which there can be no assurance, the success of the Company's operations will be dependent upon management of the target company and numerous other factors beyond the Company's control. If the Company is not successful in completing a business combination, investors may lose all of their investment in the Company.

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

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

Our management has limited time to devote to our business which will likely reduce opportunities to identify a suitable acquisition candidate. While seeking a business combination, management anticipates devoting only a limited amount of time per month to the business of the Company. There is no formal employment agreement with our management. The Company has not obtained key man life insurance on its officer and director. The Company believes that a replacement for this individual, if his services are terminated by either the Company or by him, is a likely scenario and therefore his departure would not adversely affect development of the Company's business and its likelihood of continuing operations.

The Company's officer and director participates in other business ventures which may compete directly with the Company. Additional conflicts of interest and non-arms length transactions may also arise in the future. Management has adopted a policy that the Company will not seek a merger with, or make an acquisition of, any entity in which any member of management serves as an officer, director or partner, or in which they or their family members own or hold any ownership interest.

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

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

The Company's proposed operations, even if successful, will in all likelihood result in the Company engaging in a business combination with only one business entity. Consequently, the Company's activities will be limited to those activities engaged in by the business entity which the Company merges with or acquires. The Company's inability to diversify its activities into a number of areas may subject the Company to economic fluctuations within a particular business or industry and therefore increase the risks associated with the Company's operations.

The potential for being classified an Investment Company may subject the Company to increased regulations. Although the Company will be subject to regulation under the Exchange Act, management believes the Company will not be subject to regulation under the Investment Company Act of 1940, insofar as the Company will not be engaged in the business of investing or trading in securities. In the event the Company engages in business combinations which result in the Company holding passive investment interests in a number of entities, the Company could be subject to regulation under the Investment Company Act of 1940. In such event, the Company would be required to register as an investment company and could be expected to incur significant registration and compliance costs. The Company has obtained no formal determination from the Securities and Exchange Commission as to the status of the Company under the Investment Company Act of 1940 and, cons equently, any violation of such Act could subject the Company to material adverse consequences.

A business combination involving the issuance of the Company's common stock will, in all likelihood, result in shareholders of a target company obtaining a controlling interest in the Company. Any such business combination may require that shares of the Company’s common stock held by its current officer to be sold or otherwise transferred to others individuals or entities, by him. The resulting change in control of the Company will likely result in removal of the present officer and director of the Company and a corresponding reduction in or elimination of his participation in the future affairs of the Company. Currently, the Company has no pending acquisitions, business combinations or mergers that it is considering.

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

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

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

Our stock will become subject to the Penny Stock rules, which impose significant restrictions on the Broker-Dealers and may affect the resale of our stock. Our stock will become subject to PennyStock trading rules, and investors will experience resale restrictions and a lack of liquidity. A penny stock is generally a stock that:

- is not listed on a national securities exchange or Nasdaq;

- is listed in "pink sheets" or on the NASD OTC Bulletin Board;

- has a price per share of less than $5.00; and

- is issued by a company with net tangible assets less than $5 million.

The penny stock trading rules impose additional duties and responsibilities upon broker-dealers and salespersons effecting purchase and sale transactions in common stock and other equity securities, including:

- determination of the purchaser's investment suitability;

- delivery of certain information and disclosures to the purchaser; and

- receipt of a specific purchase agreement from the purchaser prior to effecting the purchase transaction.

Due to the Penny Stock rules, many broker-dealers will not effect transactions in penny stocks except on an unsolicited basis. When our common stock becomes subject to the penny stock trading rules,

- such rules may materially limit or restrict the ability to resell our common stock, and

- the liquidity typically associated with other publicly traded equity securities may not exist.

It is possible that a liquid market for our stock will never develop and you will not be able to sell your stock. There is no assurance a market will be made in our stock. If no market exists, you will not be able to sell your shares publicly, making your investment of little or no value.

Item 2. Financial Information.

The Company was in the business of importing goods from foreign countries for sale in the United States. During the period from inception until the end of 2009, the Company engaged in the business of importing antiques and home and garden furnishings and accessories. Products were then sold on a wholesale basis to retailers. The Company ceased operations in December 2009. Effective January 1, 2010, the Company entered the development stage and is seeking to enter into a reverse acquisition with an existing business or otherwise acquire an operating entity.

We anticipate our expenses to be limited to accounting, auditing, legal and filing fees associated with continuing our reporting status with the Securities and Exchange Commission along with miscellaneous expenses related to our corporate existence. We estimate our ongoing expenses to be $15,000 per year. We do not have any commitments for capital expenditures nor do we anticipate entering any such commitments. We received $40,000 from our recent sale of stock in December 2009 and $5,000 in January 2010 from promissory note proceeds related to the stock sale and believe this amount will be sufficient to cover our expenses for the next year.

The Company believes that its existing capital will be sufficient to meet the Company’s cash needs required for the costs of compliance with the reporting requirements of the Securities Exchange Act of 1934, as amended, and for the costs of accomplishing its goal of completing a business combination, for at least another year. Accordingly, in the event the Company is able to complete a business combination during this period, it anticipates that its existing capital will be sufficient to allow it to accomplish the goal of completing a business combination. There is no assurance, however, that the available funds will ultimately prove to be adequate to allow it to complete a business combination, and once a business combination is completed, the Company’s needs for additional financing are likely to increase substantially.

The Company anticipates that until a business combination is completed with an acquisition candidate, it will not generate revenues, and may continue to operate at a loss after completing a business combination, depending upon the performance of the acquired business.

Should the Company require additional capital to pursue its plan of completing a business combination, we may sell common stock, take loans from officers, directors or shareholders or enter into debt financing agreements. We have no agreements from any parties to provide capital on any terms.

For the Year Ended December 31, 2009

For the year ended December 31, 2009, the Company generated $176,082 in revenue from sales with cost of sales at $173,202 resulting in a gross profit of $2,880. Total operating expenses were $180,834, interest expense was $4,289, loss from discontinued operations was $177,954, resulting in a net loss from discontinued operations of $182,243.

At December 31, 2009, the Company had $40,009 in cash with accounts receivable from a related party of $5,000 and prepaid expenses of $1,389 resulting in total current assets of $46,398. Liabilities at December 31, 2009 included $24,295 in accounts payable and $1,249 in a note payable for total liabilities of $25,544.

For the Year Ended December 31, 2008

For the year ended December 31, 2008, the Company generated $286,065 in revenue from sales with cost of sales at $289,976 resulting in a gross loss of $3,911. Total operating expenses were $26,730 with interest expense of $3,196 loss from discontinued operations of $30,641 and an income tax benefit of $1,808 resulting in a net loss from discontinued operations of $32,029.

At December 31, 2008, the Company had $10,637 in cash with accounts receivable from a related party of $151,696 and deposits on inventory of $4,905 resulting in total current assets of $167,238. Liabilities at December 31, 2008 included $865 in accounts payable, $4,212 in income taxes payable and $66,474 in deferred compensation payable for total liabilities of $71,551.

On December 29, 2009, the Company issued a thirty day note receivable for $5,000 for the purchase of stock. The note has since been repaid.

All of the Company's sales were to RDG Imports, Inc., dba Way Cool Dirt Cheap, an S Corporation under common management with the Company. The sales have been made at an agreed-upon markup of 10%. During 2008, the Company agreed to reimburse a portion of the freight expense paid by RDG Imports, increasing the Company's Cost of Goods Sold by $13,048 and $28,000 for the years ended December 31, 2009 and 2008, respectively. As a result, the Company's Gross Margin was below 10% for these periods. At December 31, 2008, accounts receivable from RDG Imports, Inc. totaled $156,796. In December 2009 the Company converted the accounts receivable into a note. As of December 31, 2009 the note receivable from RDG Imports, Inc. was $142,415. The Company has a 100% allowance for doubtful accounts for this note.

Included in the labor expense are amounts for services rendered by a shareholder and his wife, estimated $21,600 for the years ended December 31, 2009 and 2008, respectively. The Company has deferred payment of and recorded a liability for services of $92,350 and $66,474 rendered during the years ended December 31, 2009 and 2008, respectively. Imputed interest at a rate of 8.0% has been recorded on these balances once they age in excess of one year. On December 29, 2009, shareholder and his wife resigned from their duties. As such, these amounts were reclassified as a contribution of equity as December 31, 2009.

Item 3. Properties.

The Company has no properties and at this time has no agreements to acquire any properties. The Company currently uses the home office of Mr. Hofman at no cost to the Company. Mr. Hofman has agreed to continue this arrangement through the term of his association as an officer of the Company.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth as of March 17, 2010, the name and the number of shares of the Company’s common stock, par value, $0.001 per share, held of record or beneficially by each person who held of record, or was known by the Company to own beneficially, more than 5% of the 53,500,000 issued and outstanding shares of the Company’s common stock, and the name and shareholdings of each director and of all officers and directors as a group.


	Name and Address of	Amount and Nature of
Title of Class	Beneficial Owner	Beneficial Ownership	Percentage of Class

Common	Cornelius Hofman	45,000,000	84.11%
	5555 North Star Ridge Way
	Star, Idaho 83669

Total Officers and Directors As a Group (1 Person)		45,000,000	84.11%

(1)

Officer and/or director.

There are no contracts or other arrangements that could result in a change of control of the Company.

There are no outstanding securities of any kind that can be acquired by a beneficial owner within the next 60 days.

Item 5. Directors and Executive Officers.

The following table sets forth as of March 17, 2010, the name, age, and position of each executive officer and director and the term of office of each director of the Corporation.

All directors hold their positions for one year or until their successors are elected and qualified. Set forth below is certain biographical information regarding the Company’s executive officer and director:

Cornelius Hofman.Since 1995, Mr. Hofman has been the owner of The GEC Group providing business valuations, lost profit assessments, lost wage assessments, and other litigation support services. He is a graduate of Cornell University and holds a Master Degree from the University of Pennsylvania along with an MBA degree in Economics and Finance from the University of Chicago. He is the author of numerous publications and lecturer on topics related to economics.

Mr. Hofman has been involved in the following public reporting companies.


Company	Positions	Dates
Litigation Economics, Inc.	Officer/Director/Shareholder	11-13-96 to 3-2-98

Cach Foods, Inc.	Officer/Director/Shareholder	5-21-01 to 5-1-03

Dendo Global Corp.	Officer/Director/Shareholder	10-29-99 to 10-14-04

Rub Music Enterprises, Inc.	Officer/Director/Shareholder	12-06 to 9-25-09

To the knowledge of management, during the past five years, no present or former directors, executive officer or person nominated to become a director or an executive officer of the Company:

(1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer 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) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations or other minor offenses);

(3) 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:

(i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii) engaging in any type of business practice; or

(iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

(4) 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 above under this Item, or to be associated with persons engaged in any such activity.

(5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated

(6) 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.

Item 6. Executive Compensation.


SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($) (4)	Option Awards ($) (4)	Non- Equity Incentive Plan Compen- sation ($)	Nonquali- fied Deferred Compen- sation Earnings ($)	All Other Compen- sation ($)	Total ($)

Cornelius Hofman, President (since 12/29/09)	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

Randal S. Graham, President	2009	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
and Treasurer	2008	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2007	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

Richard S. Graham, Secretary	2009	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2008	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2007	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

The Company has deferred payment of and recorded a liability for services of $92,350 and $66,474 rendered during the years ended December 31, 2009 and 2008, respectively. Imputed interest at a rate of 8.0% has been recorded on these balances once they age in excess of one year. On December 29, 2009, shareholder and his wife resigned from their duties. As such, these amounts were reclassified as a contribution of equity as December 31, 2009.

Our current sole officer and director will not receive compensation. Our current officer and director is reimbursed for expenses incurred on our behalf. Our current officer and director will not receive any finder’s fee as a result of his efforts to implement the business plan outlined herein. However, our current officer and director anticipates receiving benefits as a result of his ownership of our common stock.

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

Compensation of Directors

We do not intend to compensate our director other than to reimburse any expenses incurred on our behalf.

Employment Contracts and Termination of Employment and Change in Control Arrangement

None.

Item 7. Certain Relationships and Related Transactions.

Our policy is that a contract or transaction between the Company and another entity in which our director, has a financially interested is not necessarily void or voidable if the relationship or interest is disclosed or known to the board of directors and the stockholders are entitled to vote on the contract or transaction, or if it is fair and reasonable to our Company.

We utilize office space provided by our President at no cost to the Company.

On December 29, 2009, the Company sold 45,000,000 shares of its common stock in exchange for $40,000 and a 30 day promissory note for $5,000 to Cornelius Hofman who then became the controlling shareholder of the Company owning 84.11% of the Company’s currently issued and outstanding common stock. The promissory note has been paid.

All of the Company’s sales were to RDG Imports, Inc., dba Way Cool Dirt Cheap, an S Corporation under common management with the Company at the time of the transactions. Sales were made at an agreed-upon markup of 10%. During 2008 and 2009, the Company agreed to reimburse a portion of the freight expense paid by RDG Imports.

Item 8. Legal Proceedings.

There is no litigation pending or threatened by or against the Company.

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

MARKET PRICE

There is no trading market for the Company's Common Stock at present and there has been no trading market for numerous years. There is no assurance that a trading market will ever develop or, if such a market does develop, that it will continue. The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for purposes relevant to the Company, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii)make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations f or the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. In order to qualify for listing on the Nasdaq SmallCap Market, a company must have at least (i) net tangible assets of $4,000,000 or market capitalization of $50,000,000 or net income for two of the last three years of $750,000; (ii) public float of 1,000,000 shares with a market value of $5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300 shareholders and (vi) an operating history of one year or, if less than one year, $50,000,000 in market capitalization. For continued listing on the Nasdaq Small Cap Market, a company must have at least (i) net tangible assets of $2,000,000 or market capitalization of $35,000,000 or net income for two of the last three years of $500,000; (ii) a public float of 500 ,000 shares with a market value of $1,000,000; (iii) a bid price of $1.00; (iv) two market makers; and (v) 300 shareholders.

If, after a merger or acquisition, the Company does not meet the qualifications for listing on the Nasdaq SmallCap Market, the Company's securities may be traded in the over-the-counter (“OTC”) market. The OTC market differs from national and regional stock exchanges in that it (1) is not sited in a single location but operates through communication of bids, offers and confirmations between broker-dealers and (2) securities admitted to quotation are offered by one or more broker-dealers rather than the “specialist” common to stock exchanges. The Company may apply for listing on the NASD OTC Bulletin Board or may offer its securities in what are commonly referred to as the “pink sheets” of the National Quotation Bureau, Inc. To qualify for listing on the NASD OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or offer quotation s and to sponsor the company for listing on the Bulletin Board. If the Company is unable initially to satisfy the requirements for quotation on the Nasdaq SmallCap Market or becomes unable to satisfy the requirements for continued quotation thereon, and trading, if any, is conducted in the OTC market, a shareholder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, the Company's securities.

HOLDERS

There are approximately 41 holders of the Company's Common Stock.

DIVIDENDS

The Company has not paid any dividends to date, and has no plans to do so in the immediate future.

Item 10. Recent Sales of Unregistered Securities.

In December 2009, the Company sold 45,000,000 shares of restricted common stock for $40,000 cash and a thirty day promissory note in the amount of $5,000 to an accredited investor, Mr. Cornelius Hofman. The note has since been paid. The shares were sold in a private transaction, to a single investor, not involving any public offering without registration and pursuant to an exemption under Regulation D, Rule 506 and Section 4(2) of the Securities Act of 1933, as amended. No brokers or commissions were paid on the transaction.

Item 11. Description of Registrant’s Securities to be Registered.

COMMON STOCK

We are authorized to issue up to 100,000,000 shares of common stock, $0.001 par value. As of the date of this registration statement, there are 53,500,000 shares of common stock issued and outstanding. We have approximately 41 shareholders.

The holders of common stock are entitled to one vote per share on each matter submitted to a vote of stockholders. In the event of liquidation, holders of common stock are entitled to share ratably in the distribution of assets remaining after payment of liabilities, if any. Holders of common stock have no cumulative voting rights and the holders of a majority of the outstanding shares have the ability to elect all of the directors. Holders of common stock have no preemptive or other rights to subscribe for shares. Holders of common stock are entitled to such dividends as may be declared by the board of directors out of funds legally available for dividends. The outstanding common stock is, validly issued, fully paid and non-assessable.

PREFERRED STOCK

We are authorized to issue up to 10,000,000 shares of preferred stock, $0.001 par value. As of the date of this registration statement, there are no preferred shares issued and outstanding.

DIVIDENDS

Dividends, if any, will be contingent upon the Company's revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends, if any, will be within the discretion of the Company's Board of Directors. The Company presently intends to retain all earnings, if any, for use in its business operations and accordingly, the Board of Directors does not anticipate declaring any dividends prior to a business combination.

TRADING OF SECURITIES IN SECONDARY MARKET

The National Securities Market Improvement Act of 1996 limited the authority of states to impose restrictions upon sales of securities made pursuant to Sections 4(1) and 4(3) of the Securities Act of 1933, as amended (the “Securities Act”) of companies which file reports under Sections 13 or 15(d) of the Securities Exchange Act. The Company will file such reports. As a result, sales of the Company's common stock in the secondary trading market by the holders thereof may be made pursuant to Section 4(1) of the Securities Act (sales other than by an issuer, underwriter or broker). If, after a merger or acquisition, the Company does not meet the qualifications for listing on the Nasdaq SmallCap Market, the Company's securities may be traded in the over-the-counter (“OTC”) market. The OTC market differs from national and regional stock exchanges in that it (1) is not sited in a single location but operates through communication of bids, of fers and confirmations between broker-dealers and (2) securities admitted to quotation are offered by one or more broker-dealers rather than the “specialist” common to stock exchanges. The Company may apply for listing on the NASD OTC Bulletin Board or may offer its securities in what are commonly referred to as the “pink sheets” of the National Quotation Bureau, Inc. To qualify for listing on the NASD OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company for listing on the Bulletin Board.

TRANSFER AGENT

Interwest Transfer Company, Inc., 1981 E. Murray Holiday Rd., Salt Lake City, UT, 84117, telephone 801-272-9294.

Item 12.

Indemnification of Directors and Officers.

Our Company’s charter provides that, to the fullest extent that limitations on the liability of directors and officers are permitted by the Nevada Revised Statutes, no director or officer of the Company shall have any liability to the Company or its stockholders for monetary damages. The Nevada Revised Statutes provide that a corporation’s charter may include a provision which restricts or limits the liability of its directors or officers to the corporation or its stockholders for money damages except: (1) to the extent that it is provided that the person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received, or (2) to the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. The Company’s charter and bylaws provide that the Company shall indemnify and advance expenses to its currently acting and its former directors to the fullest extent permitted by the Nevada Revised Business Corporations Act and that the Company shall indemnify and advance expenses to its officers to the same extent as its directors and to such further extent as is consistent with law.

The charter and bylaws provide that the Company will indemnify our directors and officers and may indemnify our employees or agents to the fullest extent permitted by law against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Company. However, nothing in the Company’s charter or bylaws protects or indemnifies a director, officer, employee or agent against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. To the extent that a director has been successful in defense of any proceeding, the Nevada Revised Statutes provide that he shall be indemnified against reasonable expenses incurred in connection therewith.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.

Item 13. Financial Statements and Supplementary Data.

See Financial Statements beginning on Page F-1.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 15. Financial Statements and Exhibits.

(a)

Audited financial statements for the years ended December 31, 2009 and 2008

(b)

Exhibits


Exhibit
Number	Title of Document	Location

3(i)	Articles of Incorporation	Attached

3(ii)	Bylaws	Attached

10.1	Hofman Subscription Agreement and Note	Attached

23.1	Auditor’s Consent	Attached

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amended registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Way Cool Imports, Inc.

(Registrant)

Date: March 22, 2010

By:/s/ Cornelius Hofman

Cornelius Hofman

President, Chief Executive and Financial Officer,

and Director

WAY COOL IMPORTS, INC.

FINANCIAL STATEMENTS

F-1

WAY COOL IMPORTS, INC.

Index to Financial Statements

Index


		Page
Report of Independent Registered Public Accounting Firm		F-3
Balance Sheets		F-4
Statements of Operations		F-5
Statements of Stockholders' Equity		F-6
Statements of Cash Flows		F-7
Notes to Financial Statements		F-8

F-2

Report of Independent Registered Public Accounting Firm

To the Board of Directors

Way Cool Imports, Inc.

Star, Idaho

We have audited the accompanying balance sheets of Way Cool Imports, Inc. as of December 31, 2009 and 2008, and the related statements of operations, stockholders' equity, and cash flows for each of the years then ended. 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 conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 Way Cool Imports, Inc. as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years then ended, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered losses in two of the past three years. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to this matter are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ HJ & Associates, LLC

HJ & Associates, LLC

Salt Lake City, Utah

March 9, 2010

F-3


WAY COOL IMPORTS, INC.
BALANCE SHEETS
December 31, 2009 and 2008

					December 31, 2009		December 31, 2008
ASSETS
	Current Assets
		Cash		$	40,009	$	10,637
		Prepaid Expenses			1,389		-
		Note Receivable - Related Party (Allowance of
		$142,415 and $0, respectively)			5,000		-
		Assets of Discontinued Operations			-		156,601
			Total Current Assets		46,398		167,238

	Total Assets			$	46,398	$	167,238

LIABILITIES AND STOCKHOLDERS' EQUITY
	Current Liabilities
		Accounts Payable		$	24,295	$	865
		Note Payable			1,249		-
			Total Current Liabilities		25,544		865

	Long - Term Liabilities
		Income Taxes Payable			-		4,212
		Liabilities of Discontinued Operations			-		66,474
			Total Long - Term Liabilities		-		70,686

	Total Liabilities				25,544		71,551

	Stockholders' Equity
		Preferred Stock, $0.001 par value,
			10,000,000 shares authorized.
			No shares issued or outstanding		-		-
		Common Stock, $0.001 par value,
			100,000,000 shares authorized.
			53,500,000 and 8,500,000 shares issued
			and outstanding, respectively		53,500		8,500
		Additional Paid in Capital			230,650		138,300
		Accumulated Deficit			(263,296)		(51,113)
			Total Stockholders' Equity		20,854		95,687

	Total Liabilities and Stockholders' Equity			$	46,398	$	167,238

See accompanying notes to financial statements

F-4


WAY COOL IMPORTS, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

			2009		2008

Sales - Related Party		$	-	$	-

Cost of Sales			-		-

	Gross Profit (Loss)		-		-

Labor Expense			1,013		500
Professional Fees			32,396		2,833
General and Administrative Costs			694		250

	Total Operating Expense		34,103		3,583

	Income (Loss) From Operations		(34,103)		(3,583)

Interest Expense			49		-

	Loss from Continuing Operations Before Income Taxes		(34,152)		(3,583)

Income Tax Benefits from Continuing Operations			(4,212)		(717)

Loss from Continuing Operations			(29,940)		(2,866)

Discontinued Operations
	Loss from Discontinued Operations		(182,243)		(33,837)

	Income Tax Benefits from Discontinued Operations		-		(1,808)

Loss from Discontinued Operations			(182,243)		(32,029)

Net Income (Loss)		$	(212,183)	$	(34,895)

Net Income (Loss) per Common Share - Basic and Diluted:
	Net Income (Loss) from Continued Operations	$	(0.00)	$	(0.00)
	Net Income (Loss) from Discontinued Operations		(0.02)		(0.00)

Total Net income (Loss) per Common Share - Basic and Diluted		$	(0.02)	$	(0.00)

Weighted Average Shares Outstanding - Basic
	and Diluted		8,746,575		8,500,000

See accompanying notes to financial statements

F-5


WAY COOL IMPORTS, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

					2009		2008
Cash Flows from Operating Activities:
	Net Loss			$	(212,183)	$	(34,895)

	Adjustments to reconcile net loss:
		Allowance for Bad Debt			151,696		(5,100)
		Provision for Income Tax			(4,212)		(2,525)
		Contributed Services			25,876		-
	Change in assets/liabilities:
		Accounts Receivable			-		21,586
		Inventory			-		10,000
		Deposits on Inventory			4,905		(4,905)
		Prepaid Expenses			(1,389)		-
		Accrued Interest			49		-
		Accounts Payable			23,430		673
		Deferred Compensation			-		24,796

			Net cash flows provided by (used in)
			operating activities		(11,828)		9,630

Cash Flows from Investing Activities:					-		-

Cash Flows from Financing Activities:
	Proceeds from sale of common stock				40,000		-
	Proceeds from note payable				1,200		-

			Net cash flows provided by financing activities		41,200		-

			Net change in cash		29,372		9,630

Cash, beginning of period					10,637		1,007

Cash, end of period				$	40,009	$	10,637

Supplemental Disclosures of Cash Flow Information:
	Cash paid during the period for:
		Interest		$	-	$	-
		Income Taxes		$	-	$	-

Supplemental Disclosures of Non-Cash Investing and Financing Activities:
	For the Years Ended December 31, 2009 and 2008:
		Reclassification of Accounts Receivable to Note Receivable		$	156,796	$	-
		Note Receivable for Common Stock		$	5,000	$	-
		Deferred Compensations Contributed to Capital		$	66,474	$	-

See accompanying notes to financial statements

F-6


WAY COOL IMPORTS, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
DECEMBER 31, 2009 AND 2008

	Common Stock				Additional Paid in		Deficit
	Shares		Amount		Capital		Accumulated		Total
Balance at December 31, 2007	8,500,000	$	8,500	$	138,300	$	(16,218)	$	130,582

Net Income (Loss)	-		-		-		(34,895)		(34,895)

Balance at December 31, 2008	8,500,000		8,500		138,300		(51,113)		95,687

Issuance of Common Stock for Cash	40,000,000		40,000		-		-		40,000
Issuance of Common Stock for Note Receivable	5,000,000		5,000		-		-		5,000
Services Contributed by Owners	-		-		92,350		-		92,350
Net Income (Loss)	-		-		-		(212,183)		(212,183)

Balance at December 31, 2009	53,500,000	$	53,500	$	230,650	$	(263,296)	$	20,854

See accompanying notes to financial statements

F-7

WAY COOL IMPORTS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009 AND 2008

Note 1 - Organization and Summary of Significant Accounting Policies

Organization

Way Cool Imports, Inc., (”the Company") was incorporated under the laws of the State of Nevada on December 1 , 2005. Prior to December 29, 2009, the Company imported goods from foreign countries for sale in the United States. The Company ceased operations in December 2009. See discontinued operations discussion in Note 2 below. Effective January 1, 2010, the Company entered the development stage.

Revenue Recognition

Revenue from sale of product is recognized when product has been delivered, the selling price is fixed or determinable, and collectability is reasonably assured.

Cash and Cash Equivalents

The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.

Accounts Receivable

Trade receivables are carried at original invoiced amounts less an allowance for doubtful accounts. Accounts receivable are determined to be delinquent when the account has become 30 days past due. The allowance for doubtful accounts is calculated on a case by case basis. Management reviews accounts receivable at least quarterly to determine if the account should be allowed for.

Prepaid Expenses

Prepaid expenses consist of advance payments made to suppliers of merchandise inventory.

Inventory

Inventory consists of merchandise on hand held for resale. Inventory is stated at costs, using the first-in, first-out (FIFO) method, with costs including shipping and handling.

Advertising

All advertising costs are recorded as an expense when incurred. To date, the company has not incurred any advertising costs.

Earnings Per Common Share

The computation of basic earnings per common share is based on the weighted average number of shares outstanding during the period.

The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the common stock equivalents which would arise from the exercise of stock options and warrants outstanding using the treasury stock method and the average market price per share during the period. Common stock equivalents are not included in the diluted earnings per share calculation when their effect is antidilutive. The Company has not granted any stock options or warrants since inception.

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740,Income taxes. Deferred income taxes are provided for items reported in different periods for income tax purposes than for financial reporting purposes.

F-8

Use of Estimates

Preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses. If the underlying estimates and assumptions, upon which the financial statements are based, change in future periods, actual amounts may differ from those included in the accompanying Financial Statements.

Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has sustained net operating losses in two of the past three years. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard management is proposing to raise any necessary additional funds not provided by operations through loans from the owners. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Note 2 - Discontinued Operations

In December 2009, management of the Company determined to cease operations due to the continued losses sustained by the Company. The Company plans to use its assets to pay off existing liabilities. Assets will remain in the Company for any future liabilities incurred. The Company did not recognize a gain or loss in connection with the discontinued operations.

A breakdown of the results of discontinued operations is provided below:


		2009		2008
Net Sales	$	176,082	$	286,065
Cost of Goods Sold		173,202		289,976

Gross Profit		2,880		(3,911)

Labor Expense		21,600		21,600
Bad Debt Expense		158,385		5,100
Professional Fees		-		-
General and Administrative Costs		849		30

Total Operation Expense		180,834		26,730

Loss from Discontinued Operations		(177,954)		(30,641)

Interest Expense		4,289		3,196

Loss Before Taxes		(182,243)		(33,837)

Income Tax Benefit		-		(1,808)

Net Loss of Discontinued Operations	$	(182,243)		(32,029)

Net Loss from Discontinued Operations per Common Share – Basic and Diluted	$	(0.02)		(0.00)

Weighted Average Shares Outstanding – Basic and Diluted		8,746,575		8,500,000

F-9

A breakdown of the discontinued assets and liabilities is provided below:


		December 31, 2009		December 31, 2008
Discontinued Assets
Accounts Receivable – Related party
(Allowance of $0 and $5,100, respectively)	$	-	$	151,696
Deposits on Inventory		-		4,905
Total Discontinued Assets	$	-	$	156,601

Discontinued Liabilities
Deferred Compensation Payable	$	-	$	66,474
Total Discontinued Liabilities	$	-	$	66,474

Note 3 - Related Party Transactions

All of the Company's sales were to RDG Imports, Inc., dba Way Cool Dirt Cheap, an S Corporation under common management with the Company. The sales have been made at an agreed-upon markup of 10%. During 2008, the Company agreed to reimburse a portion of the freight expense paid by RDG Imports, increasing the Company's Cost of Goods Sold by $13,048 and $28,000 for the years ended December 31, 2009 and 2008, respectively. As a result, the Company's Gross Margin was below 10% for these periods. At December 31, 2008, accounts receivable from RDG Imports, Inc. totaled $156,796, respectively. In December 2009 the Company converted the accounts receivable into a note. As of December 31, 2009 the note receivable from RDG Imports, Inc. was $142,415. The Company has a 100% allowance for doubtful accounts for this note.

On December 29, 2009 the Company issued a thirty day note receivable for $5,000 for the purchase of stock.

Note 4 - Income Taxes

The Company accounts for income taxes in accordance with Accounting Standards Codification Topic 740, Income Taxes ("Topic 740"), which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized.

Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company's financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

At the adoption date of January 1, 2007, the Company had no unrecognized tax benefit which would affect the effective tax rate if recognized.

The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes. As of December 31, 2009, the Company had no accrued interest or penalties related to uncertain tax positions.

The Company files income tax returns in the U.S. federal jurisdiction and in the state of Utah. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2006.

F-10

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net Deferred tax liabilities consist of the following components as of December 31, 2009 and 2008:


		2009		2008
Deferred tax asets:
NOL Carryover	$	3,365	$	-
Note Receivable Allowance		28,483		-
Deferred Compensation		-		13,295

Deferred tax liabilities:
None

Valuation allowance		(31,848)		(13,295)
Net deferred tax assets	$	-	$	-

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rate of 20% to pretax income from continuing operations for the years ended December 31, 2009 and 2008 due to the following:


		2009		2008

Book Loss from Continuing Operations	$	(6,830)	$	(717)
Valuation Allowance		2,618		-

Tax at Effective Rate	$	(4,212)	$	(717)


		2009		2008
Book Loss from Discontinuing Operations	$	(36,449)	$	(6,767)
Deferred Compensation		5,175		4,959
Note Receivable Allowance		28,483		-
Valuation Allowance		2,791		-
Tax at Effective Rate	$	-	$	(1,808)

At December 31, 2009 the Company had net operating loss carryforwards of approximately $16,800 that may be offset against future taxable income from the year 2010 through 2030.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

Note 5 - Capital Stock

The Company has authorized 10,000,000 shares of $0.001 par value preferred stock with such rights, preferences and designations and to be issued in such series as determined by the Board of Directors. No shares are issued and outstanding at December 31, 2009.

The Company has authorized 100,000,000 shares of $0.001 par value common stock. On December 29, 2009 the Company issued 45,000,000 shares of common stock for cash of $40,000 and a note receivable of $5,000 at $0.001 per share. This resulted in a change of control in the Company.

Note 6 – Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, accounts receivable and accounts payable. The carrying amount of cash, accounts receivable and accounts payable approximates fair value because of the short-term nature of these items.

F-11

Note 7 - Recently Issued Accounting Pronouncement

In June 2009 the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

Statement of Financial Accounting Standards (“SFAS”) SFAS No. 165 (ASC Topic 855), “Subsequent Events”, ASC Topic 860, “Transfers and Servicing”, SFAS No. 167 (ASC Topic 810), “Amendments to FASB Interpretation No. 46(R)”, and SFAS No. 168 (ASC Topic 105), “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162” were recently issued. These have no current applicability to the Company or their effect on the financial statements would not have been significant.

Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2009-17 (Topic 810), Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities, ASU No. 2009-16 (ASC Topic 860), Accounting for Transfers of Financial Assets, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2009-15 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

Note 8 - Subsequent Events

The Company has evaluated subsequent events from the balance sheet date through March 9, 2010 and determined there were no events to disclose.

F-12

Position

Director or Officer Since

Cornelius Hofman

President, Treasurer, Secretary and Director

December 2009