10-K 1 ccvr10k1208.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ================================================================================ FORM 10-K (Mark one) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO. 000-27055 CONCORD VENTURES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) COLORADO 84-1472763 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 2460 WEST 26th AVENUE, SUITE 380-C, DENVER COLORADO, 80211 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (303) 380 8280 (TELEPHONE NUMBER, INCLUDING AREA CODE) Securities registered pursuant to Section 12(b) of the Act: NONE Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK, $0.0001 PAR VALUE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes |_| No |X| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |X| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |_| 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 definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (check one): Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |_| Smaller reporting company |X| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |X| No |_| As of March 27, 2009 there were 2,359,407 shares of Common Stock of the registrant issued and outstanding of which 788,287 were held by non-affiliates of the registrant The aggregate market value of common stock held by non-affiliates of the registrant as of March 27, 2009 was approximately $9,775. CONCORD VENTURES, INC. 2008 ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS

ITEM DESCRIPTION PAGE Part I. Item 1. Business 3 Item 1A. Risk Factors 7 Item 1B. Unresolved Staff Comments 11 Item 2. Description of Properties 13 Item 3 Legal Proceedings 13 Item 4. Submission of Matters to a Vote of Security Holders 13 Part II. Item 5. Market for Registrant's Common Equity, Related Stockholder 13 Matters, and Issuer Purchases of Equity Securities Item 6. Selected Financial Data 15 Item 7. Management's Discussion and Analysis of Financial Condition and 16 Results of Operation Item7A Quantative and Qualitative Disclosures About Market Risk 27 Item 8. Financial Statements and Supplementary Data 27 Item 9 Changes in and Disagreements With Accountants on Accounting and 27 Financial Disclosure Item 9A. Controls and Procedures 27 Item 9B. Other Information 28 Part III. Item 10. Directors, Executive Officers and Corporate Governance 28 Item 11. Executive Compensation 30 Item 12. Security Ownership of Certain Beneficial Owners and Management 32 and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions and Director 32 Independence Item 14. Principal Accountant Fees and Services 33 Part IV. Item 15. Exhibits and Financial Statement Schedules 33 SIGNATURES 41

2 FORWARD-LOOKING STATEMENTS In addition to historical information, some of the information presented in this Annual Report on Form 10-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the"Reform Act"). Although Concord Ventures, Inc. ("Concord" or the "Company," which may also be referred to as "we," "us" or "our") believes that its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations: there can be no assurance that actual results will not differ materially from our expectations. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated, including but not limited to, our ability to reach satisfactorily negotiated settlements with our outstanding creditors, raise debt and/or equity to fund negotiated settlements with our creditors and to meet our ongoing operating expenses and merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. Cautionary statements regarding the risks, uncertainties and other factors associated with these forward-looking statements are discussed on page 7 below. You are urged to carefully consider these factors, as well as other information contained in this Annual Report on Form 10-K and in our other periodic reports and documents filed with the SEC. PART I ITEM 1. BUSINESS GENERAL Concord Ventures, Inc. was incorporated in August 1998 in the State of Colorado. On February 16, 2001, we sold our entire business, and all of our assets, for the benefit of our creditors under a Chapter 11 reorganization. We were subsequently dismissed from the Chapter 11 reorganization, effective March 13, 2001, at which time the last of our remaining directors resigned. On March 13, 2001, we had no business or other source of income, no assets, no employees or directors, outstanding liabilities of approximately $8.4 million and had terminated our duty to file reports under securities law. Our business activities over the years ended December 31, 2008 and 2007 were focused on the settlement of our outstanding liabilities and the renewal of and maintaining our SEC reporting status. On July 25, 2007, we filed a Form 10-SB12G with the SEC seeking to become a fully reporting company pursuant to Section 12 (g) of the Securities Exchange Act of 1934. The filing became effective September 23, 2007, at which time we succeeded in becoming a fully reporting company pursuant to Section 12 (g) of the Securities Exchange Act of 1934. In February 2008, we were re-listed on the OTC Bulletin Board and so are now listed on both the Pink Sheets and the OTC Bulletin Board and trade under the symbol "CCVR." On April 29, 2008, we held our annual meeting of stockholders at which meeting the majority of stockholders approved resolutions to re-elect Messrs. Cutler, Whiting and Green as our directors, reincorporate the Company in Delaware, authorize an up to 3 for 1 reverse split of our shares of common stock, change our name to a name to be chosen at the discretion of the Board of directors and to ratify the appointment of our auditor, Larry O'Donnell, CPA, PC. On August 22, 2008, we issued 75,000 of restricted common stock, valued at $75,000, to three consultants (25,000 shares each) as compensation for services they had provided to us One of the consultants is an existing shareholder of ours. We further issued 26,421 shares of restricted common stock to David Cutler, our President and a director of ours, in full settlement of the our debt to Mr. Cutler as at June 30, 2008 of $26,421. On January 6, 2009, Mr. Wesley Whiting resigned as a director of ours for personal reasons. PLAN OF OPERATIONS Our plan of operation is to reach satisfactory negotiated settlements with our outstanding creditors, obtain debt or equity finance to fund negotiated 3 settlements with our creditors and to meet our ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There is can be no assurance that this series of events can be successfully completed, that any such business will be identified or that any stockholder will realize any return on their shares after such a transaction has been completed. In particular there is no assurance that any such business will be located or that any stockholder will realize any return on their shares after such a transaction. Any merger or acquisition completed by us can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders. We believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors. General Business Plan We intend to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms which desire to seek the advantages of an issuer who has complied with the Securities Act of 1934 (the "1934 Act"). We will not restrict our search to any specific business, industry or geographical location, and we may participate in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant to be restrictive of our unlimited discretion to search for and enter into potential business opportunities. We anticipate that we may be able to participate in only one potential business venture because of our lack of financial resources. We may seek a business opportunity with entities which have recently commenced operations, or that desire to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries. We expect that the selection of a business opportunity will be complex. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, we believe that there are numerous firms seeking the benefits of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all stockholders and other factors. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We have, and will continue to have, essentially no assets to provide the owners of business opportunities. However, we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in an issuer who has complied with the 1934 Act without incurring the cost and time required to conduct an initial public offering. The analysis of new business opportunities will be undertaken by, or under the supervision of, our Board of Directors. We intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present associations of our director, professional advisors or by our stockholders. In analyzing prospective business opportunities, we will consider such matters as (i) available technical, financial and managerial resources; (ii) working capital and other financial requirements; (iii) history of operations, if any, and prospects for the future; (iv) nature of present and expected competition; (v) quality, experience and depth of management services; (vi) potential for further research, development or exploration; (vii) specific risk factors not now foreseeable but that may be anticipated to impact the proposed activities of the company; (viii) potential for growth or expansion; (ix) potential for profit; (x) public recognition and acceptance of products, services or trades; (xi) name identification; and (xii) other factors that we consider relevant. As part of our investigation of the business opportunity, we expect to meet personally with management and key personnel. To the extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors. We will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time after closing of the proposed transaction. 4 Acquisition Opportunities In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another company or entity. We may also acquire stock or assets of an existing business. Upon consummation of a transaction, it is probable that our present management and stockholders will no longer be in control of us. In addition, our sole director may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our stockholders, or sell his stock in us. Any such sale will only be made in compliance with the securities laws of the United States and any applicable state. It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under application federal and state securities laws. In some circumstances, as a negotiated element of the transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after it has successfully consummated a merger or acquisition and is no longer considered an inactive company. The issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a depressive effect on the value of our securities in the future. There is no assurance that such a trading market will develop. While the actual terms of a transaction cannot be predicted, it is expected that the parties to any business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the business transaction in a so-called "tax-free" reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to obtain tax-free treatment under the Code, it may be necessary for the owner of the acquired business to own 80% or more of the voting stock of the surviving entity. In such event, our stockholders would retain less than 20% of the issued and outstanding shares of the surviving entity. This would result in significant dilution in the equity of our stockholders. As part of our investigation, we expect to meet personally with management and key personnel, visit and inspect material facilities, obtain independent analysis of verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent of our limited financial resources and management expertise. The manner in which we participate in an opportunity will depend on the nature of the opportunity, the respective needs and desires of both parties, and the management of the opportunity. With respect to any merger or acquisition, and depending upon, among other things, the target company's assets and liabilities, our stockholders will in all likelihood hold a substantially lesser percentage ownership interest in us following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with assets and expectations of growth. Any merger or acquisition can be expected to have a significant dilutive effect on the percentage of shares held by our stockholders. We will participate in a business opportunity only after the negotiation and execution of appropriate written business agreements. Although the terms of such agreements cannot be predicted, generally we anticipate that such agreements will (i) require specific representations and warranties by all of the parties; (ii) specify certain events of default; (iii) detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing; (iv) outline the manner of bearing costs, including costs associated with the Company's attorneys and accountants; (v) set forth remedies on defaults; and (vi) include miscellaneous other terms. As stated above, we will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable period of time after closing of the proposed transaction. If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance within the requirements of the 1934 Act, or if the audited financial statements provided do not conform to the representations made by that business to be acquired, the definitive closing documents will provide that the proposed transaction will be voidable, at the discretion of our present management. If such transaction is voided, the definitive closing documents will also contain a provision providing for reimbursement for our costs associated with the proposed transaction. Competition We believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture 5 capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors. Investment Company Act 1940 Although we will be subject to regulation under the Securities Act of 1933, as amended, and the 1934 Act, we believe we will not be subject to regulation under the Investment Company Act of 1940 (the "1940 Act") insofar as we will not be engaged in the business of investing or trading in securities. In the event we engage in business combinations that result in us holding passive investment interests in a number of entities, we could be subject to regulation under the 1940 Act. In such event, we would be required to register as an investment company and incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the 1940 Act and, consequently, any violation of the 1940 Act would subject us to material adverse consequences. We believe that, currently, we are exempt under Regulation 3a-2 of the 1940 Act. INTELLECTUAL PROPERTY Effective February 16, 2001, following the sale of our entire business, and all of our assets, we hold no patents or patent applications. EMPLOYEES As of December 31, 2008, Mr. Cutler serves as our Chief Executive Officer and Chief Financial Officer. We do not have an employment agreement with Mr. Cutler. We have no other employees. ITEM 1A. RISK FACTORS You should be aware that there are various risks associated with our business, including the risks discussed below. You should carefully consider these risk factors, as well as the other information contained in this Form 10-K, in evaluating our business and us. The factors affecting our future performance changed dramatically as a result of the following events: - sale of our entire business, and all of our assets, for the benefit of our creditors as part of our Chapter 11 reorganization in February 2001, - our dismissal from the Chapter 11 reorganization in March 2001, - the resignation of the last of our existing directors at that time, and - the subsequent appointment of our new board of directors in March 2006. Rather than our previous operating business, our business is now to seek to reach satisfactory negotiated settlements with the substantially reduced balance of our outstanding creditors and to raise the debt and/or equity to fund negotiated settlements with our creditors and to meet our ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that this series of events will be successfully completed or that any stockholder will realize any return on their shares after the new business plan has been implemented. WE HAVE A SUBSTANTIAL BALANCE OF OUTSTANDING LIABILITIES As of December 31, 2008, we had outstanding liabilities of $685,167 and no assets. We currently have no operating business or our source of income from which to repay these creditors. Accordingly, we must attempt to negotiate acceptable settlements with these outstanding creditors and then attempt to raise debt and/or equity funding to finance the payment of the agreed settlements. There can be no assurance that we shall be able to negotiate acceptable settlements with our outstanding creditors or that we shall be able to raise the necessary debt and/or equity finance to fund any such agreed settlements. If we are unable to settle these liabilities on an acceptable basis it is unlikely that will be able to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. 6 WE BELIEVE THAT A SUBSTANTIAL BALANCE OF OUR LIABILITIES HAS BECOME STATUTE BARRED During the period of April 1, 2003 through December 31, 2006, outstanding liabilities, which had been incurred, prior to our dismissal from our Chapter 11 bankruptcy, were statute barred under the state laws of California, Delaware, Florida, Indiana, Maryland, Nebraska, North Carolina, Pennsylvania, Texas and Vermont, and we recognized a gain on these statute barred liabilities of $738,000 in the period. During the year ended December 31, 2007, outstanding liabilities which had been incurred, prior to our dismissal from our Chapter 11 reorganization, were statute barred under the state laws of Arizona, Colorado, Georgia, Massachusetts, Minnesota, Mississippi, New Jersey, New York, Oregon, South Dakota, Tennessee, Washington and Wisconsin, and we recognized a gain on these statute barred liabilities of $7.3 million. Certain of our former creditors may disagree that our liabilities owed to them are no longer outstanding because they have become statute barred. If these former creditors were to successfully challenge the fact that our liabilities to them are no longer outstanding because they have become statute barred, we do not have the funds available to settle these liabilities. If these former liabilities were held to be valid and outstanding it is unlikely that we would be able to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. WE HAVE INCURRED SIGNIFICANT LOSSES AND ANTICIPATE FUTURE LOSSES As of December 31, 2008, we had an accumulated deficit of $17,559,048 and a stockholders' deficit of $685,167. Future losses are likely to occur as, until we are able to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders as we have no sources of income to meet our operating expenses. As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the years ended December 31, 2008 and 2007, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern. OUR EXISTING FINANCIAL RESOURCES ARE INSUFFICIENT TO MEET OUR ONGOING OPERATING EXPENSES We have no sources of income at this time and no assets to meet our ongoing operating expenses. In the short term, unless we are able to raise additional debt and/or equity we shall be unable to meet our ongoing operating expenses. On a longer term basis, we intend to seek to reach satisfactory negotiated settlements with the substantially reduced balance of our outstanding creditors, obtain a listing on the over the counter bulletin board and to raise the debt and/or equity to fund negotiated settlements with our creditors and merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that this series of events will be successfully completed. WE INTEND TO PURSUE THE ACQUISITION OF AN OPERATING BUSINESS Our sole strategy is to acquire an operating business. Successful implementation of this strategy depends on our ability to identify a suitable acquisition candidate, acquire such company on acceptable terms and integrate its operations. In pursuing acquisition opportunities, we compete with other companies with similar strategies. Competition for acquisition targets may result in increased prices of acquisition targets and a diminished pool of companies available for acquisition. Acquisitions involve a number of other risks, including risks of acquiring undisclosed or undesired liabilities, acquired in-process technology, stock compensation expense, diversion of management attention, potential disputes with the seller of one or more acquired entities and possible failure to retain key acquired personnel. Any acquired entity or assets may not perform relative to our expectations. Our ability to meet these challenges has not been established. 7 SCARCITY OF, AND COMPETITION FOR, BUSINESS OPPORTUNITIES AND COMBINATIONS We believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than us and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with numerous other small public companies. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors. WE HAVE NOT EXECUTED ANY FORMAL AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION AND HAVE ESTABLISHED NO STANDARDS FOR BUSINESS COMBINATIONS We have not executed any formal arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of a private or public entity. There can be no assurance that we will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. We have not identified any particular industry or specific business within an industry for evaluation. There is no assurance we will be able to negotiate a business combination on terms favorable, if at all. We have not established a specific length of operating history or specified level of earnings, assets, net worth or other criteria which we will require a target business opportunity to have achieved, and without which we would not consider a business combination. Accordingly, we may enter into a business combination with a business opportunity having no significant operating history, losses, limited or no potential for earnings, limited assets, negative net worth or other negative characteristics. REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION AND DILUTION TO STOCKHOLDERS Our primary plan of operation is based upon a business combination with a private concern which, in all likelihood, would result in us issuing securities to stockholders of such private company. The issuance of previously authorized and unissued shares of our common stock would result in reduction in percentage of shares owned by present and prospective stockholders and may result in a change in control or management. In addition, any merger or acquisition can be expected to have a significant dilutive effect on the percentage of the shares held our stockholders. BECAUSE INSIDERS CONTROL OUR ACTIVITIES, THET MAY CAUSE US TO ACT IN A MANNER THAT IS MOST BENEFICIAL TO THEM AND NOT TO OUTSIDE SHAREHOLDERS WHICH COULD CAUSE US NOT TO TAKE ACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY Our executive officers, directors, and holders of 5% or more of our outstanding common stock beneficially own approximately 70% of our outstanding common stock. As a result, they effectively control all matters requiring director and stockholder approval, including the election of directors, the approval of significant corporate transactions, such as mergers and related party transaction. These insiders also have the ability to delay or perhaps even block, by their ownership of our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our company that you might view favorably. OUR DIRECTORS MAY HAVE CONFLICTS OF INTEREST WHICH MAY NOT BE RESOLVED FAVORABLY TO US. Certain conflicts of interest may exist between our directors and us. Our Directors have other business interests to which they devote their attention, and may be expected to continue to do so although management time should be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through exercise of such judgment as is consistent with fiduciary duties to us. See "Directors, Executive Officers, Promoters and Control Persons" (page 29), and "Conflicts of Interest." (page 29). 8 WE MAY DEPEND UPON OUTSIDE ADVISORS, WHO MAY NOT BE AVAILABLE ON REASONABLE TERMS AND AS NEEDED. To supplement the business experience of our officers and directors, we may be required to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors. Our Board without any input from stockholders will make the selection of any such advisors. Furthermore, it is anticipated that such persons may be engaged on an "as needed" basis without a continuing fiduciary or other obligation to us. In the event we consider it necessary to hire outside advisors, we may elect to hire persons who are affiliates, if they are able to provide the required services. THE REGULATION OF PENNY STOCKS BY SEC AND FINRA MAY HAVE AN EFFECT ON THE TRADABILITY OF OUR SECURITIES. Our securities are currently listed on the Over the Counter Bulletin Board and the Pink Sheets. Our shares are subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase "accredited investors" means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse's income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell our securities and also may affect the ability of purchasers in this offering to sell their securities in any market that might develop therefore. In addition, the Securities and Exchange Commission has adopted a number of rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute "penny stocks" within the meaning of the rules, the rules would apply to us and to our securities. The rules may further affect the ability of owners of Shares to sell our securities in any market that might develop for them. Shareholders should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. OUR STOCK WILL IN ALL LIKELIHOOD BE THINLY TRADED AND AS A RESULT YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED TO LIQUIDATE YOUR SHARES. The shares of our common stock may be thinly-traded on the OTC Bulletin Board and the Pink Sheets, meaning that the number of persons interested in purchasing our shares of common stock at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of our shares of common stock until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares of common stock is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price. We cannot give you any assurance that a broader or more active public trading market for our shares of Common Stock will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give investors no assurance that they 9 will be able to sell their shares of common stock at or near ask prices or at all if you need money or otherwise desire to liquidate your shares of common stock of our Company. OUR CHIEF EXECUTIVE OFFICER HAS THE ABILITY TO EFFECTIVELY CONTROL SUBSTANTIALLY ALL ACTIONS TAKEN BY STOCKHOLDERS Mr. Cutler, an officer and director of the Company owns in excess of our 50% of our issued and outstanding common stock and is able to effectively control substantially all actions taken by our stockholders, including the election of directors. Such concentration of ownership could also have the effect of delaying, deterring or preventing a change in control that might otherwise be beneficial to stockholders and may also discourage acquisition bids for us and limit the amount certain investors may be willing to pay for shares of common stock. LOSS OF CONTROL BY OUR PRESENT MANAGEMENT AND STOCKHOLDERS MAY OCCUR UPON ISSUANCE OF ADDITIONAL SHARES. We may issue further Shares as consideration for the cash or assets or services out of our authorized but unissued Common Stock that would, upon issuance, represent a majority of our voting power and equity. The result of such an issuance would be those new stockholders and management would control us, and persons unknown could replace our management at this time. Such an occurrence would result in a greatly reduced percentage of ownership of us by our current Shareholders. RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON OUR STOCK PRICE. All of the outstanding shares of common stock held by our present officers, directors, and affiliate stockholders are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted Shares, these Shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. We are registering all of our outstanding Shares so officers, directors and affiliates will be able to sell their Shares if this Registration Statement becomes effective. Rule 144 provides in essence that a person who has held restricted securities for six months may, under certain conditions, sell every three months, in brokerage transactions, a number of Shares that does not exceed the greater of 1.0% of a company's outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a nonaffiliate after the owner has held the restricted securities for a period of two years. A sale under Rule 144 or under any other exemption from the Act, may have a depressive effect upon the price of the common stock in any market that may develop. THE PRICE OF OUR COMMON STOCK COULD BE HIGHLY VOLATILE It is likely that our common stock will be subject to price volatility, low volumes of trades and large spreads in bid and ask prices quoted by market makers. Due to the low volume of shares traded on any trading day, persons buying or selling in relatively small quantities may easily influence prices of our common stock. This low volume of trades could also cause the price of our stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. If high spreads between the bid and ask prices of our common stock exist at the time of a purchase, the stock would have to appreciate substantially on a relative percentage basis for an investor to recoup their investment. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common stock. No assurance can be given that an active market in our common stock will develop or be sustained. If an active market does not develop, holders of our common stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all. WE DO NOT ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON STOCK We do not anticipate paying any cash dividends on our common stock in the foreseeable future. 10 ITEM 1B. UNRESOLVED STAFF COMMENTS None ITEM 2. DESCRIPTION OF PROPERTIES Our mailing address is 2460 West 26th Avenue, Suite 380-C, Denver, Colorado, 80211. We do not pay rent for the use of this mailing address. We do not believe it will be necessary to maintain an office at any time in the foreseeable future in order to carry out our plan of operations described herein. ITEM 3.LEGAL PROCEEDINGS No legal proceedings are currently pending or threatened to the best of our knowledge. ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On April 28, 2008, the Company held its annual shareholders' meeting. There were sufficient shares represented for a quorum. Also, there were sufficient votes to pass all of the proposals presented at the meeting. The proxies were tallied through May 2, 2008. The breakdown of the voting on each proposal is as follows. Resolution 1: To elect three (3) directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified: Nominees David Cutler, Wesley Whiting and Redgie Green: David Cutler Wesley Whiting Redgie Green FOR 1,673,753 1,807,553 1,795,053 WITHHOLD 146,300 12,500 12,500 Resolution 2: To consider and act upon a proposal to authorize the Company to reincorporate in the State of Delaware: FOR 1,820,053 AGAINST 0 ABSTAIN 0 Resolution 3: To authorize a reverse split of the common stock issued and outstanding on an up to one new share for three old share basis: FOR 1,581,090 AGAINST 146,652 ABSTAIN 92,311 Resolution 4: To authorize a change in the name of the Company to a new name to be chosen in the discretion of the Board of Directors: FOR 1,819,921 AGAINST 12 ABSTAIN 120 11 Resolution 5: To ratify the appointment of our auditors, Larry O'Donnell, CPA, PC. FOR 1,807,553 AGAINST 0 ABSTAIN 12,500 ITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information. Shares of our Common Stock are presently traded on the over-the-counter market on the OTC Bulletin Board maintained by the Financial Industry Regulatory Authority ("FINRA"). In February 2008, we began trading on the over the counter bulletin board under the symbol "CCVR." Prior to February 2008, our common stock traded solely on the pink sheets under the trading symbol "CCVR." The following table sets forth the range of high and low sales prices for the Company's common stock for each of the fiscal quarters for the past two years as reported on the Pink Sheets (pre February 2008) and the OTC Bulletin Board (from February 2008 onwards). These prices represent inter-dealer prices without adjustments for mark-up, mark-down, or commission and do not necessarily reflect actual transactions. High Low Year Ended December 31, 2008: First quarter $2.00 $0.70 Second quarter 0.70 0.10 Third quarter 0.10 0.001 Fourth quarter 1.25 0.01 Year Ended December 31, 2007: First quarter $0.10 $0.10 Second quarter 1.50 0.10 Third quarter 2.00 0.65 Fourth quarter 2.10 0.06 Record Holders There were 104 holders of record as of March 27, 2009; however, we believe the number of beneficial holders of our shares of common stock to be approximately 430. In many instances, a registered stockholder is a broker or other entity holding shares in street name for one or more customers who beneficially own the shares. Our transfer agent is Mountain Share Transfer, Inc., 1625 Abilene Drive, Broomfield, Colorado, 80020. The telephone number is 303-460-1149. Dividends We have not paid or declared cash distributions or dividends on our shares of common stock and do not intend to pay cash dividends in the foreseeable future. Future cash dividends will be determined by our board of directors based upon our earnings, financial condition, capital requirements and other relevant factors. 12 Penny Stock Penny Stock Regulation Broker-dealer practices in connection with transactions in "penny stocks" are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00. Excluded from the penny stock designation are securities registered on certain national securities exchanges or quoted on NASDAQ, provided that current price and volume information with respect to transactions in such securities is provided by the exchange/system or sold to established customers or accredited investors. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in connection with the transaction, and the monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. As our securities have become subject to the penny stock rules, investors may find it more difficult to sell their securities. Stock Incentive Plans -- details concerning the activities and status of our stock incentive plans during the period are set out in Note 12. Stockholders' Deficit of our Financial Statements on page 53 below. ITEM 6. SELECTED FINANCIAL AND OPERATING DATA As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION The following discussion should be read in conjunction with the consolidated financial statements and notes thereto and the other financial information included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward looking statements as a result of any number of factors, including those set forth under "Risk Factors" on page 7 and elsewhere in this report. OVERVIEW On February 16, 2001, we sold our entire business, and all of our assets, for the benefit of our creditors under a Chapter 11 reorganization. We were subsequently dismissed from the Chapter 11 reorganization, effective March 13, 2001, at which time the last of our remaining directors resigned. On March 13, 2001, we had no business or other source of income, no assets, no employees or directors, outstanding liabilities of approximately $8.4 million and had terminated our duty to file reports under securities law. Our business activities over the years ended December 31, 2008 and 2007 were focused on the settlement of our outstanding liabilities and the renewal of and maintaining our SEC reporting status. On July 25, 2007, we filed a Form 10-SB12G with the SEC seeking to become a fully reporting company pursuant to Section 12 (g) of the Securities Exchange 13 Act of 1934. The filing became effective September 23, 2007, at which time we succeeded in becoming a fully reporting company pursuant to Section 12 (g) of the Securities Exchange Act of 1934. In February 2008, we were re-listed on the OTC Bulletin Board and so are now listed on both the Pink Sheets and the OTC Bulletin Board and trade under the symbol "CCVR." PLAN OF OPERATIONS Our plan of operations is to negotiate satisfactory settlements with our outstanding creditors, raise debt and/or equity to fund negotiated settlements with our creditors and to meet our ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that we will successfully complete this series of transactions. In particular there is no assurance that any such business will be located or that any stockholder will realize any return on their shares after such a transaction. Any merger or acquisition completed by us can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders. We believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors. We intend to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms which desire to seek the advantages of an issuer who has complied with the Securities Act of 1934 (the "1934 Act"). We will not restrict our search to any specific business, industry or geographical location, and we may participate in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities. We anticipate that we may be able to participate in only one potential business venture because of our lack of financial resources. We may seek a business opportunity with entities which have recently commenced operations, or that desire to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries. We expect that the selection of a business opportunity will be complex and risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, we believe that there are numerous firms seeking the benefits of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all stockholders and other factors. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We have, and will continue to have, essentially no assets to provide the owners of business opportunities. However, we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in an issuer who has complied with the 1934 Act without incurring the cost and time required to conduct an initial public offering. The analysis of new business opportunities will be undertaken by, or under the supervision of, our sole director. We intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present associations of our director, professional advisors or by our stockholders. In analyzing prospective business opportunities, we will consider such matters as (i) available technical, financial and managerial resources; (ii) working capital and other financial requirements; (iii) history of operations, if any, and prospects for the future; (iv) nature of present and 14 expected competition; (v) quality, experience and depth of management services; (vi) potential for further research, development or exploration; (vii) specific risk factors not now foreseeable but that may be anticipated to impact the proposed activities of the company; (viii) potential for growth or expansion; (ix) potential for profit; (x) public recognition and acceptance of products, services or trades; (xi) name identification; and (xii) other factors that we consider relevant. As part of our investigation of the business opportunity, we expect to meet personally with management and key personnel. To the extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors. We will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time after closing of the proposed transaction. Liquidity and Capital Resources As at December 31, 2008, we had no assets, operating business or other source of income and outstanding liabilities of $685,167 and a stockholders' deficit of $685,167. In our financial statements for the fiscal years ended December 31, 2008 and 2007, the Report of the Independent Registered Public Accounting Firm includes an explanatory paragraph that describes substantial doubt about our ability to continue as a going concern. Our financial statements for the fiscal years ended December 31, 2008 and 2007 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We had a working capital deficit of $685,167 and reported an accumulated deficit of $17,559,048 as at December 31, 2008. It is our current intention to seek to reach satisfactory negotiated settlements with our outstanding creditors, raise debt and/or equity financing to fund the negotiated settlements with our creditors and to meet ongoing operating expanses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There is no assurance that this series of events will be satisfactorily completed. Consequently, we are now dependent on raising additional equity and/or debt to fund any negotiated settlements with our outstanding creditors and meet our ongoing operating expenses. There is no assurance that we will be able to raise the necessary equity and, or, debt that we will need to be able to negotiate acceptable settlements with our outstanding creditors or fund our ongoing operating expenses. Critical Accounting Policies Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies and estimates used in the preparation of their financial statements. On an on-going basis, we evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our significant accounting policies are described in Note 1 to the financial statements on page 43 below. These policies were selected because they represent the more significant accounting policies and methods that are broadly applied in the preparation of our financial statements. However, it should be noted that we intend to acquire a new operating business. The critical accounting policies and estimates for such new operations will, in all likelihood, be significantly different from our current policies and estimates. Off Balance Sheet Arrangements, Contractual Obligations and Commercial Commitments Financial Reporting Release No. 61requires all companies to include a discussion to address, among other things, liquidity, off-balance sheet arrangements, contractual obligations and commercial commitments. Details of the arrangements, contractual obligations and commercial commitments are described in Note. 10 to the financial statements on page 52 below. 15 RESULTS OF OPERATIONS FISCAL YEAR ENDED DECEMBER 31, 2008 COMPARED TO THE FISCAL YEAR ENDED DECEMBER 31, 2007 Gain on Statute Barred Liabilities During the year ended December 31, 2008, we recognized a no gain on statute barred liabilities, compared to a gain on statute barred liabilities of $7,229,922 in the year ended December 31, 2007, a decrease of $7,229,922. During the year ended December 31, 2007, outstanding liabilities, which had been incurred, prior to our dismissal from our Chapter 11 reorganization, were statute barred under the state laws of Arizona, Colorado, Georgia, Massachusetts, Minnesota, Mississippi, New Jersey, New York, Oregon, South Dakota, Tennessee, Washington, and Wisconsin and we recognized a gain on these statute barred liabilities of 7,329.922. This gain was offset by a $100,000 loss on statute barred liabilities when we issued 100,000 shares of our common stock, valued at $100,000, in settlement of a disputed claim in respect of our convertible subordinated loan notes. General and Administrative Expenses During the year ended December 31, 2008, we incurred $200,327 in general and administrative expenses compared to $111,783 in the year ended December 31, 2007, an increase of $88,454. The increase was due largely due to legal and professional fees incurred in obtaining our listing on the OTC bulletin board, holding a shareholders' meeting and commencing implementation of the actions authorized at the shareholder meeting. Operating (Loss) Income In the year ended December 31, 2008, we recognized an operating loss of $200,327 compared to an operating profit of $7,118,139 in the year ended December 31, 2007, a decrease of $7,318,466, due to the factors as discussed above. Interest and Other Income / (Expenses) Net In the year ended December 31, 2008, we incurred an expense of $1,263 in interest and other income / (expenses) net compared to $4,248 in the year ended December 31, 2007, a decrease of $2,985. The interest expense represented accrued interest at 8% on the loan made to us by Mr. Cutler, an officer and director, in respect of expenses incurred settling certain of our outstanding liabilities and bringing our books and records up to date which he paid directly on our behalf. The decrease in interest expense in the twelve months ended December 31, 2007 as compared to the twelve months ended December 31, 2006 reflected the decrease in the principal balance of the loan provided to us by Mr. Cutler following the capitalization of his outstanding loan to us in December 2007. We have accrued no interest expense during the fiscal years ended December 31, 2008 and 2007, in respect to our outstanding liabilities from March 2001, as we believe that these liabilities will be settled for their current carrying values, or less, and, consequently, no additional interest provision is required. Profit before Income Tax In the year ended December 31, 2008, we recognized a loss before income tax of $201,590 compared to a $7,113,891 profit before income tax in the year ended December 31, 2007, an increase of $7,315,481, due to the factors discussed above. Provision for Income Taxes No provision for income taxes was recorded in either the year ended December 31 2008 or 2007. We had a taxable loss during the twelve months ended December 31, 2008 and sufficient brought forward tax losses to offset the profit arising the twelve month ended December 31, 2007. 16 Net (Loss) Income In the year ended December 31, 2008, we realized a net loss of $201,590 compared to a net profit of $7,113,891 in the year ended December 31, 2007, a decrease of $7,315,481, due to the factors set out above. CASH FLOW INFORMATION FOR THE FISCAL YEARS ENDED DECEMBER 31, 2008 AND 2007 As at December 31, 2008, we had no assets, operating business or other source of income and outstanding liabilities of $685,167 and a stockholders' deficit of $685,167. In our financial statements for the fiscal years ended December 31, 2008 and 2007, the Report of the Independent Registered Public Accounting Firm includes an explanatory paragraph that describes substantial doubt about our ability to continue as a going concern. Our financial statements for the fiscal years ended December 31, 2008 and 2007 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We had a working capital deficit of $685,167 and reported an accumulated deficit of $17,559,048 as at December 31, 2008. It is our current intention to seek to reach satisfactory negotiated settlements with our outstanding creditors, raise debt and/or equity financing to fund the negotiated settlements with our creditors and to meet ongoing operating expanses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There is no assurance that this series of events will be satisfactorily completed. Consequently, we are now dependent on raising additional equity and/or debt to fund any negotiated settlements with our outstanding creditors and meet our ongoing operating expenses. There is no assurance that we will be able to raise the necessary equity and, or, debt that we will need to be able to negotiate acceptable settlements with our outstanding creditors or fund our ongoing operating expenses. In the year ended December 31, 2007, we issued 50,000 shares of our common stock for cash consideration of $50,000. There can be no assurance we will be able to raise any further funding in similar transactions. On December 3, 2007, we issued 87,055 shares of our restricted common stock to David J Cutler, one of our directors, in full and final settlement of the $87,055 loan Mr. Cutler had outstanding with us, including accrued interest of $5,634, in respect of services and funding he has provided to the us in the period October 2006 through November 2007. The share issue was authorized by the independent members of our Board of Directors. On August 22, 2008, we issued 26,421 shares of restricted common stock to David Cutler, our President and a director of ours, in full settlement of the our debt to Mr. Cutler as at June 30, 2008 of $26,421. The share issue was authorized by the independent members of our Board of Directors. As at December 31, 2008, we owed Mr. Cutler $31,560.67 including accrued interest of $874.58. There can be no assurance that Mr. Cutler will continue to provide us with further funding on an ongoing basis. With the sale of 50,000 shares of our common stock for $50,000 cash consideration in the year ended December 31, 2007, we opened a corporate bank account and consequently we recognized movements in cash flows during the year ended December 31, 2007. During the year ended December 31, 2007, we generated a net increase in cash and cash equivalents of $5,979. We used $106,828 of cash in our operating activities. $106,031 was used in our operations after adjusting for non-cash items, and a further $797 in the net movement in our operating assets and liabilities. This was more than offset by the $112,807 we generated in cash from our financing activities. $62,807 was provided to us by an increase in the loan from one of our directors and $50,000 from the sale of 50,000 shares of our common stock. During the year ended December 31, 2008, we generated a net decrease in cash and cash equivalents of $5,979 and closed our corporate bank account. We used $62,483 of cash in our operating activities. $126,590 was used in our operations 17 after adjusting for non-cash items which was partially offset by positive cash flow of $64,106 from the net movement in our operating assets and liabilities. The cash consumed in our operating activities was funded by our existing cash and cash equivalents of $5,979 and a net loan of $56,504 from one of our directors and shareholders. ACCOUNTING PRONOUNCEMENTS In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations, or SFAS No. 141R. SFAS No. 141R will change the accounting for business combinations. Under SFAS No. 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS No. 141R will change the accounting treatment and disclosure for certain specific items in a business combination. SFAS No. 141R 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. Accordingly, any business combinations we engage in will be recorded and disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R will have an impact on accounting for business combinations once adopted but the effect is dependent upon acquisitions at that time. We are still assessing the impact of this pronouncement. In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements--An Amendment of ARB No. 51, or SFAS No. 160. SFAS No. 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. We believe that SFAS 160 should not have a material impact on our financial position or results of operations. In December 2007, the Emerging Issues Task Force issued EITF No. 07-1,Accounting for Collaborative Arrangements. EITFNo. 07-1 requires that transactions with third parties (i.e., revenue generated and costs incurred by the partners) should be reported in the appropriate line item in each company's financial statement and includes enhanced disclosure requirements regarding the nature and purpose of the arrangement, rights and obligations under the arrangement, accounting policy, amount and income statement classification of collaboration transactions between the parties. EITFNo. 07-1 is effective January 1, 2009 and shall be applied retrospectively to all prior periods presented for all collaborative arrangements existing as of the effective date. The Company does not expect that the adoption of EITF No. 07-1 will have a material effect on its consolidated results of operations or financial condition. In March 2008, the FASB issued FAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133. FAS No. 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide disclosures about (a) how 18 and why derivative instruments are used, (b) how derivative instruments and related hedged items are accounted for under FAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and its related interpretations, and (c) how derivative instruments and related hedged items affect the entity's financial position, financial performance, and cash flows. FAS No. 161 is effective January 1, 2009. The Company does not expect that the adoption of FAS No. 161 will have a material effect on its consolidated results of operations or financial condition. In April 2008, the FASB issued FSP FAS 142-3, "Determination of the Useful Life of Intangible Assets" ("FSP FAS 142-3"). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, "Goodwill and Other Intangible Assets." FSP FAS 142-3 also requires expanded disclosure related to the determination of intangible asset useful lives. FSP FAS 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company does not expect that the adoption of FSP FAS 142-3 will have a material effect on its consolidated results of operations or financial condition. In May 2008, the FASB issued FASB Staff Position (FSP) No. APB 14-1 "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)" (FSP APB 14-1). FSP APB 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer's non-convertible debt borrowing rate. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis and will be adopted by the Company in the first quarter of fiscal 2009. The Company does not expect the adoption of FSP APB 14-1 to have a material effect on its results of operations and financial condition. In June 2008, the Financial Accounting Standards Board ("FASB") issued FASB Staff Position ("FSP") EITF 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities." This FSP provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Upon adoption, companies are required to retrospectively adjust earnings per share data (including any amounts related to interim periods, summaries of earnings and selected financial data) to conform to provisions of this FSP. The Company does not anticipate the adoption of FSP EITF 03-6-1 will have a material impact on its results of operations, cash flows or financial condition. EFFECTS OF INFLATION Although we cannot accurately anticipate the effect of inflation on our operations, we do not believe that inflation has had, or is likely in the future to have, a material effect on our results or financial condition. SUBSEQUENT EVENTS On January 6, 2009 Mr. Wesley Whiting resigned as a director of ours for personal reasons. ITEM 7A. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item. ITEM 8. FINANCIAL STATEMENTS Our financial statements are included herein commencing on page 37. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE We have not had any disagreements with our auditors. ITEM 9A. CONTROLS and PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain a system of disclosure controls and procedures (as defined in Securities Exchange Act Rule 13a-15(f)) that is designed to provide reasonable assurance that information that is required to be disclosed is accumulated and communicated to management timely. At the end of the period covered by this report, we carried out an evaluation under the supervision of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be disclosed in the our periodic filings with the SEC. Management's Annual Report On Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), is a process designed by, or under the 19 supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: o Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; o Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and o Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use of disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2008. Based on this assessment, management believes that as of December 31, 2008, our internal control over financial reporting is effective based on those criteria. This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the SEC to provide only management's report in this annual report. Changes in Internal Control Over Financial Reporting During our most recent fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) under the Securities Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. OTHER INFORMATION None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Effective December 31, 2008, our directors and officers were: NAME AGE POSITION David J. Cutler 52 President, Chief Executive Officer, Chief Financial Officer and Director Wesley F. Whiting 74 Secretary and Director Redgie Green 52 Director On January 6, 2009, Mr. Whiting resigned as the secretary and director of the Company. David J. Cutler - President, Chief Executive Officer, Chief Financial Office and Director. Mr. Cutler became our director and officer in March 2006. Mr. Cutler has more than 25 years of experience in international finance, accounting and 20 business administration. He held senior positions with multi-national companies such as Reuters Group Plc and the Schlumberger Ltd. and has served as a director for two British previously publicly quoted companies -- Charterhall Plc and Reliant Group Plc. From March 1993 until 1999, Mr. Cutler was a self-employed consultant providing accounting and financial advice to small and medium-sized companies in the United Kingdom and the United States. Mr. Cutler was Chief Financial Officer and subsequently Chief Executive Officer of Multi-Link Telecommunications, Inc., a publicly quoted voice messaging business, from 1999 to 2005. Since April 2005, Mr. Cutler has been Chief Executive Officer, Chief Financial Officer and a director of Aspeon, Inc., a publicly listed shell company and Atomic Paintball, Inc., a development stage owner and operator of paintball parks. Mr. Cutler has a masters degree from St. Catherine College in Cambridge, England and qualified as a British Chartered Accountant and as Chartered Tax Advisor with Arthur Andersen & Co. in London. He was subsequently admitted as a Fellow of the UK Institute of Chartered Accountants. Since arriving in the United States Mr. Cutler has qualified as a Certified Public Accountant, a Fellow of the AICPA Institute of Corporate Tax Management, a Certified Valuation Analyst of the National Association of Certified Valuation Analysts and obtained an executive MBA from Colorado State University. Wesley F. Whiting - Secretary and Director. Mr. Whiting became our secretary and director in March 2006 and seved in such capacity till his resignation on January 6, 2009. Mr. Whiting was President, director, and Secretary of Berge Exploration, Inc. (1978-88) and President, Vice President, and director of NELX, Inc. (1994-1998), and was Vice President and director of Intermountain Methane Corporation (1988-91), and President of Westwind Production, Inc. (1997-1998). He was a director of Kimbell deCar Corporation from 1998, until 2000 and he has been President and a director of Sun River Energy, Inc. from 1998 to January 2009. He was a Director of Colorado Gold & Silver, Inc. from 1999 to 2000. He was President and director of Business Exchange Holding Corp. from 2000 to 2002 and Acquisition Lending, Inc. (2000 to 2002). He was director and Vice President of Utilitec, Inc. from 1999 to 2002 and has been Vice President and director of Agro Science, Inc. since 2001. He was President and director of Premium Enterprises, Inc. from October 2002 to December 31, 2002. He is Vice President and director of Evergreen Associates, Inc. and Resource Science, Inc. He was appointed Director and Secretary of BSA SatelLINK, Inc. in 2002 through 2008. He was President and Director of Fayber Group, Inc. from 2003 to 2005 when he resigned. He has also served as a Director of Legacy Technology Holdings. from 2003 to 2008. He was a Director of Baymark Technologies, Inc. and was appointed as a Director and secretary of Aspeon, Inc. in March 2006. Redgie Green - Director. Mr. Green became our director in March 2006. Mr. Green serves as the President of Sun River Energy Inc. since January 2009. Mr. Green has been Secretary and Director of Sun River Energy, Inc. since 1998. Mr. Green has been co-owner and operator of Green's B&R Enterprises, a wholesale donut baker since 1983. He has been an active investor in small capital and high-tech ventures since 1987. Mr. Green was a director of Colorado Gold & Silver, Inc. in 2000. He was a director for Houston Operating Company in late 2004 until December 2004. He was recently elected as a director for Mountains West Exploration, Inc. He was Secretary, Treasurer and Director of Baymark Technologies, Inc. and was appointed as a director of Aspeon, Inc. in March 2006. CONFLICTS OF INTEREST - GENERAL Our directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other things, time, efforts and corporation opportunity, involved in participation with such other business entities. While each officer and director of our business is engaged in business activities outside of our business, they devote to our business such time as they believe to be necessary. CONFLICTS OF INTEREST - CORPORATE OPPORTUNITIES Presently no requirement contained in our Articles of Incorporation, Bylaws, or minutes which requires officers and directors of our business to disclose to us business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring an affiliate, associate person or business opportunity from any affiliate or any client of any such person. 21 COMMITTEES OF THE BOARD OF DIRECTORS In the ordinary course of business, the board of directors maintains a compensation committee and an audit committee. The primary function of the compensation committee is to review and make recommendations to the board of directors with respect to the compensation, including bonuses, of our officers and to administer the grants under our stock option plan. The functions of the audit committee are to review the scope of the audit procedures employed by our independent auditors, to review with the independent auditors our accounting practices and policies and recommend to whom reports should be submitted, to review with the independent auditors their final audit reports, to review with our internal and independent auditors our overall accounting and financial controls, to be available to the independent auditors during the year for consultation, to approve the audit fee charged by the independent auditors, to report to the board of directors with respect to such matters and to recommend the selection of the independent auditors. In the absence of a separate audit committee our board of directors functions as audit committee and performs some of the same functions of an audit committee, such as recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditors independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act requires our Officers and Directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of copies of such reports received, and representations from certain reporting persons, we believe that, during the fiscal year ended December 31, 2007, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were filed in compliance with all applicable requirements CODE OF ETHICS A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote; - Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; - Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the SEC and in other public communications made by an issuer; - Compliance with applicable governmental laws, rules and regulations; - The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and - Accountability for adherence to the code. Due to the limited scope of our current operations, we have not adopted a corporate code of ethics that applies to our principal executive officer, principal accounting officer, or persons performing similar functions ITEM 11. EXECUTIVE COMPENSATION The following table sets forth certain information concerning compensation paid by the Company to the President and the Company's most highly compensated executive officers for the fiscal year ended December 31, 2008, 2007 and 2006 (the "Named Executive Officers"): 22

SUMMARY EXECUTIVE COMPENSATION TABLE ----------------------------- ---------- ------------- --------- ------------- ------------- --------------- ------------ --------- NAME AND PRINCIPAL POSITION YEAR SALARY BONUS STOCK AWARDS OPTIONS NONQUALIFIED ALL OTHER TOTAL AWARDS ($) DEFERRED COMP ($) COMPENSATION ($) ----------------------------- ---------- ------------- --------- ------------- ------------- --------------- ------------ --------- David J Cutler, 2008 $60,000(1) - - - - - $60,000 Director, President, Chief Executive Officer, Chief Financial Officer From March 2006 ----------------------------- ---------- ------------- --------- ------------- ------------- --------------- ------------ ---------

(1) Mr. Cutler's remuneration was paid to Burlingham Corporate Finance, Inc. ("Burlingham") in the form of consulting fees. Mr. Cutler is the principal shareholder of Burlingham. (2) $10,000 of Mr. Cutler's remuneration was paid to Burlingham Corporate Finance, Inc. ("Burlingham") in the form of consulting fees. Mr. Cutler is the principal shareholder of Burlingham. In the period from his appointment in March 2006 through September 2006, Mr. Cutler, an officer and a director of the Company, incurred more than $50,000 on our behalf in bringing our affairs up to date, principally on settling certain of our outstanding liabilities, legal and accounting fees and directors' remuneration. In September 2006, Mr. Cutler agreed to convert $50,000 of this loan to us into equity on a basis to be determined by an independent third party valuation. In September 2006, our independent directors authorized an initial issue of 510,000 shares of our common stock, representing 50.3% of our total issued and outstanding shares of our common stock, to Mr. Cutler, pending the completion of the independent third party valuation. In November 2006 the independent third part valuation of our shares of common stock was completed and on the basis of this third party valuation our independent directors authorized the issue of an additional 897,644 shares of our common stock to Mr. Cutler as the balance of the equity to which he was entitled on the conversion of his $50,000 loan to us into equity. Following this second issue of equity, Mr. Cutler owned a total of 1,407,644 shares of our common stock representing 70% of our total issued and outstanding shares of our common stock. On December 3, 2007 we issued 87,055 shares of our restricted common stock to David J Cutler, one of our directors, in full and final settlement of the $87,055 loan Mr. Cutler had outstanding with us, including accrued interest of $5,634, in respect of services and funding he has provided to the us in the period October 2006 through November 2007. The share issue was authorized by the independent members of our Board of Directors. On August 22, 2008 we issued 26,421 shares of restricted common stock to David J Cutler, our President and a director of ours, in full settlement of the our debt to Mr. Cutler as at June 30, 2008 of $26,421. There can be no assurance that Mr. Cutler will continue to incur expenses on our behalf. DIRECTOR COMPENSATION The following table sets forth certain information concerning compensation paid to our directors for services as directors, but not including compensation for services as officers reported in the "Summary Executives Compensation Table" during the year ended December 31, 2008: 23

----------------------- ----------- -------------- -------- --------- ---------------- ------------------ -------------- ------- Name Year Fees Earned Stock Options Non-Equity Nonqualified All Other Total Or Paid-in Awards Awards Incentive Plan Deferred Compensation ($) Cash ($) ($) Compensation Compensation ($) ($) ($) ----------------------- ----------- -------------- -------- --------- ---------------- ------------------ -------------- ------- David J. Cutler, 2008 0 0 0 0 0 0 0 Director ----------------------- ----------- -------------- -------- --------- ---------------- ------------------ -------------- ------- Wesley F. Whiting, 2008 0 0 0 0 0 0 0 Director ----------------------- ----------- -------------- -------- --------- ---------------- ------------------ -------------- ------- Redgie Green, 2008 0 0 0 0 0 0 0 Director ----------------------- ----------- -------------- -------- --------- ---------------- ------------------ -------------- -------

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following tables set forth certain information regarding beneficial ownership of our common stock, as of December 31, 2008 by: o each person who is known by us to own beneficially more than 5% of our outstanding common stock, o each of our named executive officers and directors, and o all executive officers and directors as a group. NAME AND ADDRESS NUMBER OF PERCENT OF OF BENEFICIAL OWNER SHARES OUTSTANDING David J. Cutler (1) 1,521,120 64.4% Wesley F. Whiting (1)(2) 25,000 1.2% Redgie Green (1) 25,000 1.2% ---------- ----------- All executive officers and directors as a group. 1,571,120 66.6% ========== =========== (1) c/o 2460 West 26th Avenue, Suite 380-C, Denver, Colorado, 80211. (2) Mr. Whiting resigned as a director, effective January 6, 2009. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS In the period from his appointment in March 2006 through September 2006, Mr. Cutler, an officer and director of the Company, incurred more than $50,000 on our behalf in bringing our affairs up to date, principally on settling certain of our outstanding liabilities, legal and accounting fees and directors' remuneration. In September 2006, Mr. Cutler agreed to convert $50,000 of this loan to us into equity on a basis to be determined by an independent third party valuation. In September 2006, our independent directors authorized an initial issuance of 510,000 shares of our common stock, representing 50.3% of our total issued and outstanding shares of our common stock, to Mr. Cutler, pending the completion of the independent third party valuation. In November 2006, the 24 independent third part valuation of our shares of common stock was completed and on the basis of this third party valuation our independent directors authorized the issue of an additional 897,644 shares of our common stock to Mr. Cutler, as the balance of the equity to which he was entitled to in connection with the conversion of his $50,000 loan to us into equity. Following this second and issuance of shares, Mr. Cutler owned a total of 1,407,644 shares of our common stock, representing 70% of our total issued and outstanding shares of our common stock, at that time. On December 3, 2007, we issued 87,055 shares of our restricted common stock to David J Cutler, one of our directors, in full and final settlement of the $87,055 loan Mr. Cutler had outstanding with us, including accrued interest of $5,634, in respect of services and funding he has provided to the us in the period October 2006 through November 2007. The share issue was authorized by the independent members of our Board of Directors. On August 22, 2008, we issued 25,000 of restricted common stock, valued at $25,000, to a consultant, who is an existing shareholder of ours, as compensation for services he had provided to us. On August 22, 2008, we issued 26,421 shares of restricted common stock to David Cutler, our President and a director of ours, in full settlement of the our debt to Mr. Cutler as at June 30, 2008 of $26,421. The share issue was authorized by the independent members of our Board of Directors. As at December 31, 2008, we owed Mr. Cutler $31,560.67 including accrued interest of $874.58. During the financial year ended December 31, 2008, we paid $60,000 (2007 - $10,000) of Mr. Cutler's remuneration to Burlingham Corporate Finance, Inc. ("Burlingham") in the form of consulting fees. Mr. Cutler is the principal shareholder of Burlingham. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Fees We incurred $3,000 audit fees with our current auditor, Larry O'Donnell, CPA, PC, in the fiscal year ended December 31, 2008 ($7,600 - 2007) in respect of the audit for the fiscal year ended December 31, 2007. Tax Fees We did not incur any tax fees with our current auditor, Larry O'Donnell, CPA, PC, in the fiscal year ended December 31, 2008 ($0 2007). We incurred $0 in tax fees with an unconnected third party tax advisor in the fiscal year ended December 31, 2008 ($2,250 - 2007). All Other Fees We incurred $1,110 in other fees with our current auditor, Larry O'Donnell, CPA, PC, in the fiscal year ended December 31, 2008 ($1,550 - 2007) in respect the review of our quarterly financial statements. It is the role of the Audit Committee, or in the absence of an audit committee, the Board of Directors, to consider whether, and determine that, the auditor's provision. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following exhibits are filed as part of this Annual Report on Form 10-K in accordance with Item 601 of Regulation S-K: 25 EXHIBIT NUMBER DESCRIPTION AND METHOD OF FILING 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act* 32.1 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act* * Filed herewith. 26 INDEX TO FINANCIAL STATEMENTS PAGE REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 28 BALANCE SHEETS As of December 31, 2008 and 2007 STATEMENTS OF OPERATIONS 29 For the Years Ended December 31, 2008 and 2007 30 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT 31 For the Years Ended December 31, 2008 and 2007 STATEMENTS OF CASH FLOWS 32 For the Years Ended December 31, 2008 and 2007 NOTES TO FINANCIAL STATEMENTS 33 27 Larry O'Donnell, CPA, P.C. Telephone (303) 745-4545 2228 South Fraser Street Unit I Fax (303) 369-9384 Aurora, Colorado 80014 Email larryodonnellcpa@msn.com www.larryodonnellcpa.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors Concord Ventures, Inc. Denver, Colorado I have audited the accompanying balance sheets of Concord Ventures, Inc. as of December 31, 2008 and 2007, and the related statements of operations, stockholders' deficit, and cash flows for the years ended December 31, 2008 and 2007. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit 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. I believe that my audits provide a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Concord Ventures, Inc. as of December 31, 2008 and 2007 and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company had suffered significant losses, had a working capital deficit as of December 31, 2008 and 2007 and no ongoing source of income. Management's plans to address these matters are also included in Note 2 to the financial statements. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Larry O'Donnell CPA, PC Larry O'Donnell CPA, PC Aurora, Colorado March 28, 2009 28

CONCORD VENTURES, INC. BALANCE SHEETS DECEMBER 31, 2008 2007 --------------------------------- ASSETS CURRENT ASSETS Cash & Cash Equivalents $ - $ 5,979 Prepayments - 208 -------------- --------------- Total Current Assets - 6,187 TOTAL ASSETS $ - $ 6,187 ================ =============== LIABILITIES & STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts Payable $ 150,390 $ 94,366 Accrued Expenses 96,915 89,040 Capital Leases 210,960 210,960 Operating Leases 196,216 196,216 Other Loans 30,686 603 --------------------------------- Total Current Liabilities 685,167 591,185 COMMITMENTS AND CONTINGENCIES (Note. 10) STOCKHOLDERS' DEFICIT Class A Common Stock; $0.0001 par value, 100,000,000, 1,148 1,137 shares authorized, 2,359,407 and 2,257,956 shares issued and outstanding, respectively Additional Paid In Capital 16,872,733 16,771,323 Accumulated Deficit (17,559,048) (17,357,458) ---------------- --------------- Total Stockholders' Deficit (685,167) (584,998) ---------------- --------------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ - $ 6,187 ================ =============== See accompanying Notes to Financial Statements. 29

CONCORD VENTURES, INC. STATEMENT OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2008 2007 ------------- ------------- OPERATING EXPENSES / (INCOME) Gain on Statute Barred Liabilities $ - $ (7,229,922) General & Administrative Expenses 200,327 111,783 ------------- ------------- Total Operating Expenses / (Income) 200,327 (7,118,139) OPERATING INCOME (LOSS) (200,327) 7,118,139 Interest and Other Income / (Expenses) Net (1,263) (4,248) ------------- ------------- (Loss) Income before Income Taxes (201,590) 7,113,891 Provision for Income Taxes - - ------------- ------------- NET (LOSS) INCOME $ (201,590) $ 7,113,891 ============= ============= NET (LOSS) INCOME PER COMMON SHARE Basic & Diluted $ (0.09) $ 3.45 ============= ============= WEIGHTED AVERAGE COMMON SHARES OUTSTANDING Basic & Diluted 2,294,287 2,063,034 ============= ============= See accompanying Notes to Financial Statements. 30

CONCORD VENTURES, INC. STATEMENT OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2008 2007 ---------------------------- CASH FLOW PROVIDED BY (USED IN) OPERATING ACTIVITIES NET (LOSS) INCOME $ (201,590)$ 7,113,891 ADJUSTMENTS TO RECONCILE NET (LOSS)/INCOME TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES Gain on Statute Barred Liabilities - (7,229,922) Shares of Common Stock Issued for Services 75,000 10,000 CHANGES IN OPERATING ASSETS & LIABILITIES Decrease (Increase) in Prepaid Expenses 208 (10) Increase in Accounts Payable 56,023 600 Increase (decrease) in Accrued Expenses 7,875 (1,387) ------------ ------------ Total Cash Flow used in Operating Activities (62,483) (106,828) CASH FLOW FROM FINANCING ACTIVITIES Funds from Other Loans 56,504 62,807 Funds from issuance of Stock - 50,000 ------------ ------------ Total Cash Flow provided by / (used in) Financing Activities 56,504 112,807 NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS $ (5,979)$ 5,979 ============ ============ Cash and Cash Equivalents at the beginning of the period $ 5,979 $ - ============ ============ Cash and Cash Equivalents at the end of the period $ - $ 5,979 ============ ============ SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION Cash paid for interest $ - $ - ============ ============ Cash paid for income tax $ - $ - ============ ============ See accompanying Notes to Financial Statements. 31

CONCORD VENTURES, INC. STATEMENTS OF STOCKHOLDERS' DEFICIT THE YEARS ENDED DECEMBER 31, 2008 AND 2007 Class A Common Stock Additional Paid - in Accumulated Shares Amount Capital Deficit Total # $ $ $ $ Balance, December 31, 2006 2,010,931 1,113 16,524,292 (24,471,349) (7,945,944) Stock Issued in Settlement of Debt 187,055 19 187,036 - 187,055 Stock Issued in Cash Consideration 50,000 5 49,995 - 50,000 Stock Issued as Payment For Services 10,000 1 9,999 - 10,000 Net Income - - - 7,113,891 7,113,891 ------------ ------------ -------------- --------------- --------------- Balance, December 31, 2007 2,257,986 1,138 16,771,322 (17,357,458) (584,998) ------------ ------------ -------------- --------------- --------------- Stock Issued as Payment for Services 75,000 8 74,993 - 75,000 Stock Issued in Settlement of Debt 26,421 3 26,418 - 26,421 Net Loss - - - (201,590) (201,590) ------------ ------------ -------------- --------------- --------------- Balance, December 31, 2008 2,359,407 1,148 16,872,733 (17,559,048) (685,167) ============ ============ ============== =============== =============== See accompanying Notes to Financial Statements. 32

CONCORD VENTURES, INC. NOTES TO FINANCIAL STATEMENTS December 31, 2008 1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES: Nature of Operations -- Effective February 16, 2001, we sold our entire business, and all of our assets, for the benefit of our creditors under a Chapter 11 reorganization. We were subsequently dismissed from the Chapter 11 reorganization, effective March 13, 2001, at which time the last of our remaining directors resigned. Effective March 13, 2001, we had no business or other source of income, no assets, no employees or directors, outstanding liabilities of approximately $8.4 million and had terminated our duty to file reports under securities law. Our business activities over the years ended December 31, 2008 and 2007 were focused on the settlement of our outstanding liabilities and the renewal of and maintaining our SEC reporting status. On July 25, 2007, we filed a Form 10-SB12G with the SEC seeking to become a fully reporting company pursuant to Section 12 (g) of the Securities Exchange Act of 1934. The filing became effective September 23, 2007, at which time we succeeded in becoming a fully reporting company pursuant to Section 12 (g) of the Securities Exchange Act of 1934. In February 2008, we were re-listed on the OTC Bulletin Board and so are now listed on both the Pink Sheets and the OTC Bulletin Board under the trading symbol "CCVR." On April 29, 2008, we held our annual meeting of stockholders at which meeting the majority of stockholders approved resolutions to re-elect Messrs. Cutler, Whiting and Green as our directors, reincorporate the Company in Delaware, authorize an up to 3 for 1 reverse split of our shares of common stock, change our name to a name to be chosen at the discretion of the Board of directors and to ratify the appointment of our auditor, Larry O'Donnell, CPA, PC. On January 6, 2009, Mr. Wesley Whiting resigned as a director of ours for personal reasons. Cash and Cash Equivalents -- Cash and cash equivalents consist of cash and highly liquid debt instruments with original maturities of less than three months. Property and Equipment- We sold all of our fixed assets effective February 16, 2001 for the benefit of our creditors as part of our Chapter 11 reorganization. Accordingly, we had no property and equipment as of December 31, 2008 and 2007, and we recorded no depreciation expense in the fiscal years ended December 31, 2008 and 2007. Deferred Costs and Other -- Offering costs with respect to issue of common stock, warrants or options by us were initially deferred and ultimately offset against the proceeds from these equity transactions if successful or expensed if the proposed equity transaction is unsuccessful. We had no deferred costs and other as at December 31, 2008 and 2007. Impairment of Long-Lived and Intangible Assets -- In the event that facts and circumstances indicated that the cost of long-lived and intangible assets may be impaired, an evaluation of recoverability was performed. If an evaluation was required, the estimated future undiscounted cash flows associated with the asset were compared to the asset's carrying amount to determine if a write-down to market value or discounted cash flow value was required. Financial Instruments -- The estimated fair values for financial instruments was determined at discrete points in time based on relevant market information. These estimates involved uncertainties and could not be determined with precision. The carrying amounts of notes receivable, accounts receivable, accounts payable and accrued liabilities approximated fair value because of the short-term maturities of these instruments. The fair value of notes payable approximated to their carrying value as generally their interest rates reflected our effective annual borrowing rate. Income Taxes -- We account for income taxes under the liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and 33 liabilities are determined based on the difference between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Advertising cost -- Advertising costs were expensed as incurred. No advertising costs were incurred in the years ended December 31, 2008, and 2007. Comprehensive Income (Loss) -- Comprehensive income is defined as all changes in stockholders' equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. From our inception there were no differences between our comprehensive loss and net loss. Our comprehensive profit / (loss) for the years ended December 31, 2008 and2007 was identical to our net profit / (loss) for the years ended December 31, 2008 and 2007. Income (Loss) Per Share -- The income (loss) per share is presented in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share. SFAS No. 128 replaced the presentation of primary and fully diluted earnings (loss) per share (EPS) with a presentation of basic EPS and diluted EPS. Basic EPS is calculated by dividing the income or loss available to common stockholders by the weighted average number of common stock outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted EPS was the same as Basic EPS for the years ended December 31, 2008, and 2007 as the exercise price of our outstanding stock options was substantially in excess of our share price throughout these periods. Stock-Based Compensation -- As permitted under the SFAS No. 123, Accounting for Stock-Based Compensation, we account for our stock-based compensation in accordance with the provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. As such, compensation expense is recorded on the date of grant if the current market price of the underlying stock exceeds the exercise price. Certain pro forma net income and EPS disclosures for employee stock option grants are also included in the notes to the financial statements as if the fair value method as defined in SFAS No. 123 had been applied. Transactions in equity instruments with non-employees for goods or services are accounted for by the fair value method. Use of Estimates -- The preparation of our consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. Due to uncertainties inherent in the estimation process, it is possible that these estimates could be materially revised within the next year. Recently Issued Accounting Pronouncements-- In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations, or SFAS No. 141R. SFAS No. 141R will change the accounting for business combinations. Under SFAS No. 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS No. 141R will change the accounting treatment and disclosure for certain specific items in a business combination. SFASNo. 141R 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. Accordingly, any business combinations we engage in will be recorded and disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R will have an impact on accounting for business combinations once adopted but the effect is dependent upon acquisitions at that time. We are still assessing the impact of this pronouncement. In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements--An Amendment of ARB No. 51, or SFAS No. 160. SFAS No. 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. We believe that SFAS 160 should not have a material impact on our financial position or results of operations. 34 In December 2007, the Emerging Issues Task Force issued EITF No. 07-1, Accounting for Collaborative Arrangements. EITFNo. 07-1 requires that transactions with third parties (i.e., revenue generated and costs incurred by the partners) should be reported in the appropriate line item in each company's financial statement and includes enhanced disclosure requirements regarding the nature and purpose of the arrangement, rights and obligations under the arrangement, accounting policy, amount and income statement classification of collaboration transactions between the parties. EITFNo. 07-1 is effective January 1, 2009 and shall be applied retrospectively to all prior periods presented for all collaborative arrangements existing as of the effective date. The Company does not expect that the adoption of EITF No. 07-1 will have a material effect on its consolidated results of operations or financial condition. In March 2008, the FASB issued FAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133. FAS No. 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide disclosures about (a) how and why derivative instruments are used, (b) how derivative instruments and related hedged items are accounted for under FAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and its related interpretations, and (c) how derivative instruments and related hedged items affect the entity's financial position, financial performance, and cash flows. FAS No. 161 is effective January 1, 2009. The Company does not expect that the adoption of FAS No. 161 will have a material effect on its consolidated results of operations or financial condition. In April 2008, the FASB issued FSP FAS 142-3, "Determination of the Useful Life of Intangible Assets" ("FSP FAS 142-3"). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, "Goodwill and Other Intangible Assets." FSP FAS 142-3 also requires expanded disclosure related to the determination of intangible asset useful lives. FSP FAS 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company does not expect that the adoption of FSP FAS 142-3 will have a material effect on its consolidated results of operations or financial condition. In May 2008, the FASB issued FASB Staff Position (FSP) No. APB 14-1 "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)" (FSP APB 14-1). FSP APB 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer's non-convertible debt borrowing rate. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis and will be adopted by the Company in the first quarter of fiscal 2009. The Company does not expect the adoption of FSP APB 14-1 to have a material effect on its results of operations and financial condition. In June 2008, the Financial Accounting Standards Board ("FASB") issued FASB Staff Position ("FSP") EITF 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities." This FSP provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Upon adoption, companies are required to retrospectively adjust earnings per share data (including any amounts related to interim periods, summaries of earnings and selected financial data) to conform to provisions of this FSP. The Company does not anticipate the adoption of FSP EITF 03-6-1 will have a material impact on its results of operations, cash flows or financial condition. Business Segments -- Following the sale of our entire business and all of our assets effective February 16, 2001, we consider our ongoing activities to constitute a single segment. 2. GOING CONCERN AND LIQUIDITY: As at December 31, 2008, we had no assets, operating business or other source of income and outstanding liabilities of $685,167 and a stockholders' deficit of $685,167. 35 In our financial statements for the fiscal years ended December 31, 2008 and 2007, the Report of the Independent Registered Public Accounting Firm includes an explanatory paragraph that describes substantial doubt about our ability to continue as a going concern. Our financial statements for the fiscal years ended December 31, 2008 and 2007 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We had a working capital deficit of $685,167 and reported an accumulated deficit of $17,559,048 as at December 31, 2008. It is our current intention to seek to reach satisfactory negotiated settlements with our outstanding creditors, raise debt and/or equity financing to fund the negotiated settlements with our creditors and to meet ongoing operating expanses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There is no assurance that this series of events will be satisfactorily completed. Consequently, we are now dependent on raising additional equity and/or debt to fund any negotiated settlements with our outstanding creditors and meet our ongoing operating expenses. There is no assurance that we will be able to raise the necessary equity and, or, debt that we will need to be able to negotiate acceptable settlements with our outstanding creditors or fund our ongoing operating expenses. 3. ASSETS As at December 31, 2008 we had no assets, while as at December 31, 2007 our sole assets were $5,979 cash and cash equivalents and $208 in prepaid rental expense. 4. ACCOUNTS PAYABLE Following the sale of all of our business and assets effective February 16, 2001, the proceeds from the sale were insufficient to repay all of our liabilities. Indeed the sale proceeds were only sufficient to pay certain of our secured liabilities. No proceeds were available to repay any of our unsecured creditors. Accordingly, the majority of the balance of accounts payable represents liabilities outstanding since we filed for Chapter 11 protection in December 2000. In the period April 1, 2003 through March 31, 2006, our outstanding accounts payable which had been incurred, prior to our dismissal from our Chapter 11 reorganization under the state laws of California, Delaware, Florida, Indianapolis, Maryland, Nebraska, North Carolina, Pennsylvania, Texas and Vermont were statute barred. Accordingly, we recognized a gain on these statute barred liabilities of $315,000 in the period. In the three months ended March 31, 2007, our outstanding accounts payable which had been incurred, prior to our dismissal from our Chapter 11 reorganization, under the state laws of Arizona, Colorado, Georgia, Massachusetts, Minnesota, Mississippi, New Jersey, New York, Oregon, South Dakota, Tennessee, Washington and Wisconsin were statute barred. Accordingly, we recognized a gain on statute barred liabilities of $1.6 million. As a result of the impact of the statute of limitation on our outstanding liabilities, effective March 31, 2007, our outstanding accounts payable had been reduced from in excess of $2 million to approximately $95,000. 5. CUSTOMER PREPAYMENTS Prior to filing for Chapter 11 protection in December 2000, our customers prepaid us for the services we were to provide to them. Effective February 16, 2001, we sold our entire business and all our assets and ceased to provide any ongoing services. At that time, the purchaser of our business declined to provide services to customers who had already paid us and would only provide services to customers who paid them on an ongoing basis. Consequently, this balance represents a liability to customers who had made prepayments to us prior to December 2000 in respect of respect of services we were to deliver after February 16, 2001, and who never received such services from us or from the purchaser of our business. Accordingly, this liability was unchanged at December 31, 2006 and 2005. In the three months ended March 31, 2007, our outstanding liability in respect of customer prepayments was statute barred and accordingly we recognized a gain on statute barred liabilities of $1.1 million the period in respect of these statute barred customer prepayments. 36 As a result of the impact of the statute of limitation on our outstanding liability for customer prepayments, effective March 31, 2007, our outstanding liability for customer prepayments was reduced from $1.1 million to $0. 6. ACCRUED EXPENSES Interest was accrued at 8% on the loan made to us by Mr. David J Cutler, one of our directors. In the three months ended March 31, 2007, $552,000 of our accruals in respect of both outstanding liabilities and interest on liabilities outstanding at the date of our bankruptcy were statute barred and accordingly we recognized a gain on statute barred liabilities of $552,000 on the release of these accruals. As a result of the impact of the statute of limitation on our outstanding liability for accrued liabilities, effective March 31, 2007 our outstanding liability for accrued liabilities was reduced from $642,000 to $91,000. 7. CAPITAL AND OPERATING LEASES In the three months ended March 31, 2007, our outstanding liabilities under capital and operating leases which had been entered into prior to our dismissal from our Chapter 11 reorganization, under the state laws of Arizona, Colorado, Georgia, Massachusetts, Minnesota, Mississippi, New Jersey, New York, Oregon, South Dakota, Tennessee, Washington and Wisconsin were statute barred. Accordingly we recognized a gain on statute barred liabilities of $2.7 million As a result of the impact of the statute of limitation on our outstanding liabilities under capital and operating leases, effective March 31, 2007, our outstanding liabilities under capital and operating leases had been reduced from in excess of $3.5 million to approximately $403,000. 8. OTHER LOANS Other loans represent the loan made to us by one of our directors, Mr. David J Cutler. In the period from his appointment in March 2006 through September 2006, Mr. David J Cutler, one of our directors and our Chief Executive Officer and Chief Financial Officer, incurred more than $50,000 on our behalf in bringing our affairs up to date, principally on settling certain of our outstanding liabilities, legal and accounting fees and directors' remuneration. In September 2006, Mr. Cutler agreed to convert $50,000 of this loan to us into equity on a basis to be determined by an independent third party valuation. In September 2006, our independent directors authorized an initial issue of 510,000 shares of our common stock, representing 50.3% of our total issued and outstanding shares of our common stock, to Mr. Cutler, pending the completion of the independent third party valuation. In November 2006, the independent third part valuation of our shares of common stock was completed and on the basis of this third party valuation our independent directors authorized the issue of an additional 897,644 shares of our common stock to Mr. Cutler as the balance of the equity to which he was entitled on the conversion of his $50,000 loan to us into equity. Following this second issue of equity to Mr. Cutler, Mr. Cutler owned a total of 1,407,644 shares of our common stock representing 70% of our total issued and outstanding shares of our common stock at that time. On December 3, 2007 we issued 87,055 shares of our restricted common stock to David J Cutler, one of our directors, in full and final settlement of the $87,055 loan Mr. Cutler had outstanding with, including accrued interest of $5,634, in respect of services and funding he has provided to the us in the period October 2006 through November 2007. The share issue was authorized by the independent members of our Board of Directors On August 22, 2008 we further issued 26,421 shares of restricted common stock to David Cutler, our President and a director of ours, in full settlement of the our debt to Mr. Cutler as at June 30, 2008 of $26,421. The share issue was authorized by the independent members of our Board of Directors. As at December 31, 2008 we owed Mr. Cutler $31,560.67 including accrued interest of $874.58. Interest is accrued on the loan at 8%. 37 9. CONVERTIBLE SUBORDINATED NOTES During the three months ended March 31, 2007, our liability in respect of $1,425,000 convertible debt became statute barred and consequently we no longer have any liability outstanding in respect of this convertible debt. In the year ended December 31, 2007, we issued 100,000 shares of our common stock, valued at $100,000, in settlement of a disputed claim in respect of these liabilities. 10. COMMITMENTS: Capital and Operating Leases In the three months ended March 31, 2007, our outstanding liabilities under capital and operating leases which had been entered into prior to our dismissal from our Chapter 11 reorganization effective March 13, 2001, under the state laws of Arizona, Colorado, Georgia, Massachusetts, Minnesota, Mississippi, New Jersey, New York, Oregon, South Dakota, Tennessee, Washington and Wisconsin were statute barred. Accordingly we recognized a gain on statute barred liabilities of $2.7 million As a result of the impact of the statute of limitation on our outstanding liabilities under capital and operating leases, effective March 31, 2007, our outstanding liabilities under capital and operating leases had been reduced from in excess of $3.5 million to approximately $403,000. Litigation No legal proceedings are currently pending or threatened to the best of our knowledge. 11. RELATED PARTY TRANSACTIONS In the period from his appointment in March 2006 through September 2006, Mr. David J Cutler, one of our directors and our Chief Executive Officer and Chief Financial Officer, incurred more than $50,000 on our behalf in bringing our affairs up to date, principally on settling certain of our outstanding liabilities, legal and accounting fees and directors' remuneration. In September 2006, Mr. Cutler agreed to convert $50,000 of this loan to us into equity on a basis to be determined by an independent third party valuation. In September 2006, our independent directors authorized an initial issue of 510,000 shares of our common stock, representing 50.3% of our total issued and outstanding shares of our common stock, to Mr. Cutler, pending the completion of the independent third party valuation. In November 2006, the independent third part valuation of our shares of common stock was completed and on the basis of this third party valuation our independent directors authorized the issue of an additional 897,644 shares of our common stock to Mr. Cutler as the balance of the equity to which he was entitled on the conversion of his $50,000 loan to us into equity. Following this second issue of equity to Mr. Cutler, Mr. Cutler owned a total of 1,407,644 shares of our common stock representing 70% of our total issued and outstanding shares of our common stock at that time. On December 3, 2007, we issued 87,055 shares of our restricted common stock to David J Cutler, one of our directors, in full and final settlement of the $87,055 loan Mr. Cutler had outstanding with, including accrued interest of $5,634, in respect of services and funding he has provided to the us in the period October 2006 through November 2007. The share issue was authorized by the independent members of our Board of Directors On August 22, 2008, we issued 25,000 of restricted common stock, valued at $25,000, to a consultant, who is an existing shareholder of ours, as compensation for services he had provided to us. On August 22, 2008, we further issued 26,421 shares of restricted common stock to David Cutler, our President and a director of ours, in full settlement of the our debt to Mr. Cutler as at June 30, 2008 of $26,421. The share issue was authorized by the independent members of our Board of Directors. As at December 31, 2008, we owed Mr. Cutler $31,560.67 including accrued interest of $874.58. 38 During the financial year ended December 31, 2008, we paid $60,000 (2007 - $10,000) of Mr. Cutler's remuneration to Burlingham Corporate Finance, Inc. ("Burlingham") in the form of consulting fees. Mr. Cutler is the principal shareholder of Burlingham. 12 STOCKHOLDERS' DEFICIT: Preferred Stock We were authorized, without further action by the shareholders, to issue 10,000,000 shares of one or more series of preferred stock at a par value of $0.0001, all of which is nonvoting. The Board of Directors may, without shareholder approval, determine the dividend rates, redemption prices, preferences on liquidation or dissolution, conversion rights, voting rights and any other preferences. No shares of preferred stock were issued or outstanding during the financial years ended December 31, 2008 and 2007. Common Stock We were authorized to issue 100,000,000 shares of common stock, par value $0.0001 per share. On April 29, 2008 we held our annual meeting of stockholders at which meeting the majority of stockholders approved, an up to 3 for 1 reverse split of our shares of common stock. No such reverse split has been effected as yet. On September 11, 2007, we issued 100,000 shares of our common stock with a value of $100,000 ($1.00 per share) in settlement of a disputed claim in connection with our convertible subordinated loan notes, which were statute barred during this period. On September 25, 2007, we issued 50,000 shares of our restricted common stock in exchange for cash of $50,000 ($1.00 per share). On September 25, 2007, we issued 10,000 shares of our restricted common stock as payment of consulting services valued at $10,000 ($1.00 per share). On December 3, 2007, we issued 87,055 shares of our restricted common stock to David J Cutler, one of our directors, in full and final settlement of the $87,055 loan Mr. Cutler had outstanding with us, including accrued interest of $5,634, in respect of services and funding he has provided to the us in the period October 2006 through November 2007. The share issue was authorized by the independent members of our Board of Directors. On August 22, 2008, we issued 75,000 of restricted common stock, valued at $75,000, to three consultants (25,000 shares each) as compensation for services they had provided to us One of the consultants is an existing shareholder of ours. We further issued 26,421 shares of restricted common stock to David Cutler, our President and a director of ours, in full settlement of the our debt to Mr. Cutler as at June 30, 2008 of $26,421. Warrants No warrants were issued or outstanding during the financial years ended December 31, 2008 and 2007. Stock Options Effective March 19, 1999, we adopted a stock option plan (the "Plan"). The Plan provides for grants of incentive stock options, nonqualified stock options and restricted stock to designated employees, officers, directors, advisors and independent contractors. The Plan authorized the issuance of up to 75,000 shares of Common Stock. Under the Plan, the exercise price per share of a non-qualified stock option must be equal to at least 50% of the fair market value of the common stock at the grant date, and the exercise price per share of an incentive stock option must equal the fair market value of the common stock at the grant date. The following table summarizes stock option activity under the Plan: 39

Under the Stock Option Plan: Other Grants: ------------------------------------------- -------------------- Granted to Granted to Non-Employees Non-Employees -------------------- ------------------- Weighted Weighted Average Average Exercise Exercise Shares Price Shares Price ------- -------- -------- -------- Outstanding at December 31, 2007 2,000 $45.00 - - Granted - - - - Exercised - - - - Canceled - - - - --------- --------- ----------- ---------- Outstanding at September 30, 2008 2,000 $45.00 - - ========= ========= =========== ========== Exercisable at September 30, 2008 2,000 $45.00 - - ========= ========= =========== ========== Exercisable at December 31, 2007 2,000 $45.00 - - ========= ========= =========== ==========

13. INCOME TAXES: We had losses since our Inception, and therefore were not subject to federal or state income taxes. We have accumulated tax losses available for carryforward in excess $17 million. The carryforward is subject to examination by the tax authorities and expires at various dates through the year 2021. The Tax Reform Act of 1986 contains provisions that may limit the NOL carryforwards available for use in any given year upon the occurrence of certain events, including significant changes in ownership interest. Consequently following the issue more than 50% of our total authorized and issued share capital in September 2006 to Mr. Cutler, one of our directors, our ability to use these losses is substantially restricted by the impact of section 382 of the Internal Revenue Code. 14. SEGMENT INFORMATION: Following the sale of our entire business and all of our assets effective February 16, 2001, we consider our ongoing business activities to constitute a single segment. 17. SUBSEQUENT EVENTS: On January 6, 2009, Mr. Wesley Whiting resigned as a director of ours for personal reasons. 40 SIGNATURES In accordance with the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. CONCORD VENTURES, INC. Date: March 24, 2009 By: /s/ DAVID J. CUTLER -------------------------- David J Cutler Chief Executive Officer, & Chief Financial Officer In accordance with the Securities Exchange Act of 1924, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ David J. Cutler Chief Executive Officer March 24, 2009 David J. Cutler & Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Redgie Green Director March 24, 2009 Redgie Green