Attached files

file filename
EX-31.1 - SECTION 302 CERTIFICATION - Uniontown Energy Inc.exhibit31-1.htm
EX-32.1 - SECTION 906 CERTIFICATION - Uniontown Energy Inc.exhibit32-1.htm

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 October 31, 2009

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [    ] to [    ]

Commission file number 000-52560

INTELBAHN INC.
(Exact name of registrant as specified in its charter)

Nevada 98-0441419
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
314 – 837 West Hastings Street, Vancouver, British Columbia, Canada V6C 3N6
(Address of principal executive offices) (Zip Code)
   
Registrant's telephone number, including area code: 604.684.6142

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

Title of Each Class Name of Each Exchange On Which Registered
N/A N/A

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

4,500,000,000 common shares with a par value of $0.001
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 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 last 90 days.
Yes [X]    No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate
Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
Yes [   ]    No [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of
this chapter) 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 “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.

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 [   ]

The aggregate market value of Common Stock held by non-affiliates of the Registrant on January 25, 2010 was $Nil
based on a $Nil average bid and asked price of such common equity, as of the last business day of the registrant’s
most recently completed second fiscal quarter. (There was no bid or ask price of our common shares until October
30, 2009).

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest
practicable date.
35,750,000 as of January 25, 2010

DOCUMENTS INCORPORATED BY REFERENCE

None.

2


TABLE OF CONTENTS

Item 1.  Business
     
Item 1A.  Risk Factors
     
Item 1B.  Unresolved Staff Comments 10 
     
Item 2.  Properties 10 
     
Item 3.  Legal Proceedings 10 
     
Item 4.  Submission of Matters to a Vote of Security Holders 10 
     
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 10
     
Item 6. Selected Financial Data 11 
     
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 11 
     
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 15 
     
Item 8. Financial Statements and Supplementary Data 15 
     
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 26 
     
Item 9A(T). Controls and Procedures 26 
     
Item 9B. Other Information 27 
     
Item 10. Directors, Executive Officers and Corporate Governance 27 
     
Item 11. Executive Compensation 29 
     
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 32
     
Item 13. Certain Relationships and Related Transactions, and Director Independence 32 
     
Item 14. Principal Accounting Fees and Services 33 
     
Item 15. Exhibits, Financial Statement Schedules 33 

3


PART I

Item 1.      Business

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this annual report, the terms “we”, “us”, “our”, and “Intelbahn” mean Intelbahn Inc., unless the context clearly requires or states otherwise.

Corporate Overview

The address of our principal executive office is 314 -837 West Hastings Street, Vancouver, BC V6C 3N6. Our telephone number is (604) 684.6142.

Our common stock is quoted on the OTC Bulletin Board under the symbol “INBH”.

Corporate History

We were incorporated in the State of Nevada on November 22, 2004, under the name “Lodge Bay Oil & Gas Corp.” On April 24, 2008, we changed our name to “Intelbahn Inc.” We effected this name change by merging with our wholly owned subsidiary, named “Intelbahn Inc.”, a Nevada corporation that we formed specifically for this purpose. We changed the name of our company to better reflect the direction and business of our company.

In addition, effective April 24, 2008, we effected a 25 for one stock split of our authorized and issued and outstanding common stock. As a result, our authorized capital has increased from 90,000,000 shares of common stock with a par value of $0.001 to 2,250,000,000 shares of common stock with a par value of $0.001, and our issued and outstanding share capital increased from 715,000 shares of common stock to 17,875,000 shares of common stock.

The name change and stock split became effective with the Over-the-Counter Bulletin Board at the opening for trading on April 24, 2008.

Effective June 19, 2008, we effected a two for one stock forward split of our authorized and issued and outstanding common and preferred stock. As a result, our authorized capital increased from:

4


  • 2,250,000,000 common shares with a par value of $0.001 to 4,500,000,000 common shares with a par value of $0.001 to 4,500,000,000 common shares with a par value of $0.001; and

  • 10,000,000 preferred shares with a par value of $0.001 to 20,000,000 preferred shares with a par value of $0.001 to 20,000,000 preferred shares with a par value of $0.001.

Our CUSIP number for our common stock is 45823N 208.

Since inception, we had been involved in the exploration of oil and gas properties. Effective July 9, 2008, we retained Andriy Zolotoiy, Ivan Pankov and Daniel Dos Santos as technology directors of our company. As a result, we changed the focus of our company to developing, marketing, selling, installing and maintaining next-generation biometrically-enhanced security hardware and software for identification, authentication and authorization controls in small, medium and large business environments.

Also effective July 9, 2008, we entered into IT Service Agreements with Andriy Zolotoiy, Ivan Pankov and ZoidSoft, Inc. Pursuant to the terms of the agreement with Andriy Zolotoiy, we have agreed to pay Mr. Zolotoiy a $35,500 non-recoverable retainer and $11,260 monthly for the term of the contact. Pursuant to the terms of the agreement with Ivan Pankov, we have agreed to pay Mr. Pankov $250 per day for the term of the contract, based on an eight (8) hour work day. Pursuant to the terms of the agreement with ZoidSoft, Inc., we have agreed to pay Zoidsoft a $28,500 non-recoverable retainer and $9,000 monthly for the term of the contact. The agreements are for information technology consulting services on a per project basis and were entered into to reflect our anticipated direction.

Effective October 2, 2008, we gave notice to Ivan Pankov of the termination of an IT services agreement entered into on July 7, 2008. The notice cancelled the agreement and terminated all services effective September 10, 2008.

Effective October 2, 2008, we gave notice to Andriy Zolotoiy and Zoidsoft Inc of the termination of IT services agreements entered into on July 9, 2008. The notice cancelled the agreements and terminated all services effective October 31, 2008.

With the termination of our IT services agreements, we have ceased our operations in the development, marketing, sales, installation and maintenance of next generation biometrically enhanced security hardware and software for identification, authentication and authorization controls in small, medium and large business environments.

Our management has been analyzing the various alternatives available to our company to ensure our survival and to preserve our shareholder's investment in our common shares. This analysis has included sourcing additional forms of financing to continue our business as is, or mergers and/or acquisitions. At this stage in our operations, we believe either course is acceptable, as our operations have not been profitable and our future prospects for our business are not good without further financing.

Our Current Business

We are now a company with no operations.

As of the date hereof, we have not been successful in our development, marketing, sales, installation and maintenance of next generation biometrically enhanced security hardware and software for identification, authentication and authorization controls efforts. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. We have not entered into any formal written agreements for a business combination or opportunity. If any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission.

5


Our management has been analyzing the various alternatives available to our company to ensure our survival and to preserve our shareholder's investment in our common shares. This analysis has included sourcing additional forms of financing to continue our business as is, or mergers and/or acquisitions. At this stage in our operations, we believe either course is acceptable, as our operations have not been profitable and our future prospects for our business are not good without further financing.

We are focusing our preliminary merger/acquisition activities on potential business opportunities with established business entities for the merger of a target business with our company. In certain instances, a target business may wish to become a subsidiary of our company or may wish to contribute assets to our company rather than merge. We anticipate that any new acquisition or business opportunities by our company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.

In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management will no longer be in control of our company and our existing business will close down. In addition, it is likely that our officers and directors will, as part of the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors.

We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available 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 may seek a business opportunity with entities who have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, 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.

At this stage, we can provide no assurance that we will be able to locate compatible business opportunities, what additional financing we will require to complete a combination or merger with another business opportunity or whether the opportunity's operations will be profitable.

If we are unable to secure adequate capital to continue our business or alternatively, complete a merger or acquisition, our shareholders will lose some or all of their investment and our business will likely fail.

Research and Development

We do not currently have a formal research and development effort but we plan to continue to develop new products. We did not spend any funds on research and development during the last two fiscal years.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the twelve months ending October 31, 2010.

Subsidiaries

We do not have any subsidiaries.

6


Corporate Offices

Our principal office is located at 314 – 837 West Hastings Street, Vancouver, BC V6C 3N6. We neither rent nor own any properties. We utilize the office space and equipment of our management at no cost. We believe that this space is sufficient to meet our present needs and do not anticipate any difficulty in securing alternative or additional space, as needed, on terms acceptable to us.

Employees

We have no employees other than our management who devote only a limited amount of time to our business.

Intellectual Property

We do not, either legally or beneficially, any patent or trademark.

REPORTS TO SECURITY HOLDERS

We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission and our filings are available to the public over the internet at the Securities and Exchange Commission’s website at http://www.sec.gov. The public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street N.E. Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-732-0330. The SEC also maintains an Internet site that contains reports, proxy and formation statements, and other information regarding issuers that file electronically with the SEC, at http://www.sec.gov.

Item 1A.   Risk Factors

Risks Related to our Company

We have had negative cash flows from operations and if we are not able to obtain further financing, our business operations may fail.

We had cash in the amount of $1,002 as of October 31, 2009. We anticipate that we may require additional financing while we are seeking a suitable business opportunity or business combination. Further, we anticipate that we will not have sufficient capital to fund our ongoing operations for the next 12 months. We may be required to raise additional financing for a particular business combination or business opportunity. We would likely secure any additional financing necessary through loans from related or third parties.

There can be no assurance that, if required, any such financing will be available upon terms and conditions acceptable to us, if at all. Our inability to obtain additional financing in a sufficient amount when needed and upon terms and conditions acceptable to us could have a materially adverse effect upon our company. We will require further funds to finance the development of any business opportunity that we acquire. There can be no assurance that such funds will be available or available on terms satisfactory to us. If additional funds are raised by issuing equity securities, further dilution to existing or future shareholders is likely to result. If adequate funds are not available on acceptable terms when needed, we may be required to delay, scale back or eliminate the development of any business opportunity that we acquire. Inadequate funding could also impair our ability to compete in the marketplace, which may result in the dissolution of our company.

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because our operations have been primarily financed through the sale of equity securities and we may raise funds in the future through the sale of additional equity securities, a

7


decline in the price of our common stock could be especially detrimental to our liquidity and our continued operations. Any reduction in our ability to raise equity capital in the future would force us to reallocate funds from other planned uses and would have a significant negative effect on our business plans and operations, including our ability to develop new products and continue our current operations. If our stock price declines, we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.

We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.

We have a limited operating history on which to base an evaluation of our business and prospects. Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies seeking to acquire or establish a new business opportunity. Some of these risks and uncertainties relate to our ability to identify, secure and complete an acquisition of a suitable business opportunity.

We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition. In addition, our operating results are dependent to a large degree upon factors outside of our control. There are no assurances that we will be successful in addressing these risks, and failure to do so may adversely affect our business.

It is unlikely that we will generate any or significant revenues while we seek a suitable business opportunity. Our short and long-term prospects depend upon our ability to select and secure a suitable business opportunity. In order for us to make a profit, we will need to successfully acquire a new business opportunity in order to generate revenues in an amount sufficient to cover any and all future costs and expenses in connection with any such business opportunity. Even if we become profitable, we may not sustain or increase our profits on a quarterly or annual basis in the future.

We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until we complete a business combination or acquire a business opportunity. This may result in our company incurring a net operating loss which will increase continuously until we complete a business combination or acquire a business opportunity that can generate revenues that result in a net profit to us. There is no assurance that we will identify a suitable business opportunity or complete a business combination.

We may be unsuccessful at identifying, acquiring and operating suitable business opportunities and if we are unable to find, acquire or operate a suitable opportunity for our company, we may never achieve profitable operations.

We may not be able to find the right business opportunity for our company to become engaged in or we may not succeed in becoming engaged in the business opportunity we choose because we may not act fast enough or have enough money or other attributes to attract the new business opportunity. Before we begin to have any significant operations, we will have to become involved in a viable business opportunity. In addition, in order to be profitable, we will have to, among other things, hire consultants and employees, develop products and/or services, market our products/services, ensure supply and develop a customer base. There is no assurance that we will be able to identify, negotiate, acquire and develop a business opportunity and we may never be profitable.

We have a history of losses and have a deficit, which raises substantial doubt about our ability to continue as a going concern.

We have not generated any revenues since our inception and we will continue to incur operating expenses without revenues until we are in commercial deployment. Our net loss from November 22, 2004 (date of inception) to October 31, 2009 was $525,591. We had cash of $1,002 as of October 31, 2009. We currently do not have any operations and we have no income. We estimate our average monthly operating expenses to be approximately $3,275 each month. We cannot provide assurances that we will be able to successfully explore and develop our business. These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent auditors’ report on our audited financial statements for the year ended October 31, 2009. If we are unable to continue as a going concern, investors will likely lose all of their investments in our company.

8


Risks Associated with Our Common Stock

Our common stock is illiquid and shareholders may be unable to sell their shares.

There is currently no market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. These fluctuations may adversely affect the trading price of our common shares.

Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like the American Stock Exchange. Accordingly, our shareholders may have difficulty reselling any of their shares.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations and FINRA's sales practice requirements, which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. 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 in a form prepared by the SEC which provides information about penny stocks and the nature and level of 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 the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; 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 the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

9


Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common shares.

Item 1B.   Unresolved Staff Comments

None.

Item 2.      Properties

Our principal office is located at 314 – 837 West Hastings Street, Vancouver, BC V6C 3N6. We neither rent nor own any properties. We utilize the office space and equipment of our management at no cost. We believe that this space is sufficient to meet our present needs and do not anticipate any difficulty in securing alternative or additional space, as needed, on terms acceptable to us.

Item 3.      Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

Item 4.      Submission of Matters to a Vote of Security Holders

None.

PART II

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

Our shares of common stock are currently trading on the OTC Bulletin Board under the Symbol “INBH”. Our common shares were quoted for trading on the OTCBB on December 20, 2006 under the symbol "LBOG". On April 24, 2008 our symbol changed to “IBAH” in connection with the change of the name of our company from Lodge Bay Oil & Gas Corp. to Intelbahn Inc. and effected a 25 for one (1) forward stock split. On June 19, 2008 we effected a two (2) for one (1) forward stock split resulting in the change of our symbol to “INBH”.

The following table reflects the high and low bid information for our common stock obtained from Stockwatch and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

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

National Association of Securities Dealers
OTC Bulletin Board
Quarter Ended(1) High Low
October 31, 2009 $0.25 $0.25
July 31, 2009(1) N/A N/A

10



April 30, 2009(1) N/A N/A
January 31, 2009(1) N/A N/A
October 31, 2008(1) N/A N/A
July 31, 2008(1) N/A N/A
April 30, 2008(1) N/A N/A
January 31, 2008(1) N/A N/A
October 31, 2007(1) N/A N/A
July 31, 2007(1) N/A N/A
April 30, 2007(1) N/A N/A

(1)      Our stock was listed for trading on December 20, 2006, the first trade did not occur until October 30, 2009.

As of January 25, 2010, there were 21 holders of record of our common stock. As of such date, 35,750,000 common shares were issued and outstanding.

Our common shares are issued in registered form. OTR, Inc. 1000 SW Broadway, Suite 900, Portland, OR 97205(Telephone: 503.225.0375; Facsimile: 503.273.9168) is the registrar and transfer agent for our common shares.

Dividend Policy

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

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

No sale of unregistered securities took place during any of our last three fiscal years.

Equity Compensation Plan Information

Except as disclosed below, we do not have a stock option plan in favor of any director, officer, consultant or employee of our company.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended October 31, 2009.

Item 6.      Selected Financial Data

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

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

The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended October 31, 2009 and October 31, 2008 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual

11


results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 7 of this annual report.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Cash Requirements

Over the next twelve months we intend to use any funds that we may have available to fund our operations.

For the next 12 months we plan to expend a total of approximately $39,300 in searching for and acquiring a suitable business:

Expense   Cost  
       
General and administrative expenses $  1,300  
Management and administrative costs $  6,000  
Legal Fees $  12,000  
Auditor Fees $  20,000  
  $  39,300  

We believe that we will require additional funds to implement our growth strategy. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable.

Our auditors have issued a going concern opinion for our year ended October 31, 2009. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. As we had cash in the amount of $1,002 and a working capital deficiency in the amount of $249,269 as of October 31, 2009, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. We plan to complete debt financings and/or private placement sales of our common stock in order to raise the funds necessary to pursue our plan of operation and to fund our working capital deficit in order to enable us to pay our accounts payable and accrued liabilities. We currently do not have any arrangements in place for the completion of any debt financings or private placement financings and there is no assurance that we will be successful in completing any debt financing or private placement financing.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the twelve months ending October 31, 2010.

Research and Development

We do not intend to allocate any funds to research and development over the twelve months ending October 31, 2010.

Results of Operations for the Years Ended October 31, 2009 and 2008

The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended October 31, 2009 and 2008.

Our operating results for the years ended October 31, 2009 and 2008 are summarized as follows:

12



    Year Ended  
    October 31  
    2009     2008  
Revenue $  Nil   $  Nil  
Operating Expenses $  112,247   $  107,869  
Net Loss $  (112,247 ) $  (107,869 )

Revenue

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

General and Administrative Expenses

Our general and administrative expenses for the year ended October 31, 2009 and October 31, 2008 are outlined in the table below:

    Year Ended  
    October 31  
    2009     2008  
             
Amortization $  1,994   $  1,375  
Consulting fees $  Nil   $  128,223  
Foreign exchange (gain) loss $  55,581   $  (78,300 )
Interest and bank charges $  6,804   $  1,944  
Office and general $  11,745   $  15,754  
Professional fees $  36,123   $  38,873  

The increase in general and administrative expenses for the year ended October 31, 2009, compared to the same period in fiscal 2008, was mainly due to foreign exchange loss.

Liquidity and Financial Condition

Working Capital                  
    At October     At October     Percentage  
    31, 2009     31, 2008     Increase/Decrease  
                   
Current Assets $  1,002   $  843     18.86%  
Current Liabilities $  250,271   $  232,029     7.86%  
Working Capital $  (249,269 ) $  (231,186 )   7.82%  

Cash Flows            
    At October     At October  
    31, 2009     31, 2008  
             
Net cash used in operations $  (84,509 ) $  (134,670 )
Net cash used in investing activities $  Nil   $  (5,000 )
Net cash provided by financing activities $  84,668   $  140,508  
Increase In Cash During The Period $  159   $  838  

We had cash in the amount of $1,002 as of October 31, 2009 as compared to $843 as of October 31, 2008. We had a working capital deficit of $249,269as of October 31, 2009 compared to working capital deficit of $231,186 as of October 31, 2008. The decrease in net cash used in operations for the year ended October 31, 2009, compared to the same period in fiscal 2008, was mainly due to foreign exchange loss.

13


We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed. In this regard we have raised additional capital through our line of credit through a credit facility agreement with Gruppo Trimark Management Corp.

Future Financings

To date, we have secured funding through a $505,000 line of credit, through a credit facility agreement with Gruppo Trimark Management Corp. As of October 31, 2009, the balance owing is US$216,953 (2008 – US$124,783), which includes accrued interest of $8,985 (2008 - $1,483). On November 10, 2009, we drew an additional CAD$20,000 on the line of credit.

We will require additional funds to implement our growth strategy in our new business. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares.

There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis should it be required, or generate significant material revenues from operations, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Going Concern

We have suffered recurring losses from operations and are dependent on our ability to raise capital from stockholders or other sources to meet our obligations and repay our liabilities arising from normal business operations when they become due. In their report on our audited financial statements for the year ended October 31, 2009, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosure describing the circumstances that lead to this disclosure by our independent auditors.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Income taxes

Deferred income taxes are provided for tax effects of temporary differences between the tax basis of asset and liabilities and their reported amounts in the financial statements. Our company uses the liability method to account for income taxes, which requires deferred taxes to be recorded at the statutory rate expected to being in effect when

14


the taxes are paid. Valuation allowances are provided for a deferred tax asset when it is more likely than not that such asset will not be realized.

Management evaluates tax positions taken or expected to be taken in a tax return. The evaluation of a tax position includes a determination of whether a tax position should be recognized in the financial statements, and such a position should only be recognized if Our company determines that it is more likely than not that the tax position will be sustained upon examination by the tax authorities, based upon the technical merour of the position. For those tax positions that should be recognized, the measurement of a tax position is determined as being the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.

Stock-based compensation

Our company has not adopted a stock option plan and therefore has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date.

Foreign Currency Translation

Foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders' equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.

Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168, FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of SFAS No. 162 (“Statement 168”). Statement 168 establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied in the preparation of financial statements in conformity with generally accepted accounting principles. Statement 168 explicitly recognizes rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under federal securities laws as authoritative GAAP for SEC registrants. Statement 168 is effective for financial statements issued for fiscal years and interim periods ending after September 15, 2009. Our company has adopted Statement 168 for the year ended October 31, 2009.

Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of Our company.

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

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

Item 8.      Financial Statements and Supplementary Data

15


 

 

 

 

 

INTELBAHN INC.
(a Development Stage Company)

FINANCIAL STATEMENTS 

 

October 31, 2009 and 2008

 

16



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Intelbahn Inc.:

We have audited the accompanying balance sheets of Intelbahn Inc. (a development stage company) as of October 31, 2009 and 2008, and the statements of operations, stockholders’ deficit and cash flows for the years then ended and the period from November 22, 2004 (Inception) to October 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2009 and 2008, and the results of its operations and its cash flows for the years then ended and the period from November 22, 2004 (Inception) to October 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is in the development stage and has incurred losses since inception and has negative working capital raising substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on raising capital to fund its business and ultimately to attain profitable operations. Management’s plans in regard to these matters are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

“DMCL”

DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED ACCOUNTANTS

Vancouver, Canada
January 28, 2010

17


INTELBAHN INC.
(A Development Stage Company)

BALANCE SHEETS

    October 31,     October 31,  
    2009     2008  
             
ASSETS            
             
Current            
       Cash $  1,002   $  843  
             
Equipment (Note 3)   1,631     3,625  
             
  $  2,633   $  4,468  
             
LIABILITIES            
             
Current            
Accounts payable and accrued liabilities $  11,760   $  29,802  
Note payable (Note 4)   234,352     202,227  
Due to related party (Note 5)   4,159     -  
    250,271     232,029  
             
Convertible debt (Note 6)   216,953     124,783  
             
    467,224     356,812  
             
STOCKHOLDERS’ DEFICIT            
             
Common stock            
         Authorized:            
       4,500,000,000 common shares with a par value of $0.001 and            
       20,000,000 preferred shares with $0.001 par value            
             
         Issued and outstanding:            
         35,750,000 common shares (2008 – 35,750,000)   16,750     16,750  
Additional paid-in capital   44,250     44,250  
Deficit accumulated during the development stage   (525,591 )   (413,344 )
             
    (464,591 )   (352,344 )
             
  $  2,633   $  4,468  
             
Contingency (Note 1)            
Subsequent events (Note 8)            

The accompanying notes are an integral part of these financial statements

18


INTELBAHN INC.
(A Development Stage Company)

STATEMENTS OF OPERATIONS

                November 22,  
                2004 (Inception)
    October 31,     October 31,     to October 31,  
    2009     2008     2009  
                   
EXPENSES                  
           Amortization $  1,994   $  1,375   $  3,369  
           Consulting fees   -     128,223     128,223  
           Foreign exchange (gain)loss   55,581     (78,300 )   22,080  
           Impairment of oil and gas property   -     -     202,603  
           Interest and bank charges   6,804     1,944     8,748  
           Office and general   11,745     15,754     35,507  
           Professional fees   36,123     38,873     125,061  
                   
NET LOSS $  (112,247 ) $  (107,869 ) $  (525,591 )
                   
LOSS PER SHARE - BASIC AND DILUTED $  (0.00 ) $  (0.00 )      
                   
                   
WEIGHTED AVERAGE NUMBER OF                  
COMMON SHARES OUTSTANDING – BASIC                  
AND DILUTED   35,750,000     36,148,975        

The accompanying notes are an integral part of these financial statements

19


INTELBAHN INC.
(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE PERIOD FROM NOVEMBER 22, 2004
(INCEPTION) TO OCTOBER 31, 2009

    Common Stock                       
                      Deficit        
                      Accumulated        
                Additional     During        
    Number of           Paid in     Development        
    Shares     Amount     Capital     Stage     Total  
                               
Balance, November 22, 2004   -   $ -   $  -   $  -   $  -  
                               
Common stock issued for cash at $0.00002 per                              
share - November 23, 2004   50,000,000     1,000     -     -     1,000  
                               
Common stock issued for cash at $0.002 per                              
share - December 1, 2004 to                              
February 28, 2005   30,000,000     60,000     -     -     60,000  
                               
Net Loss   -     -     -     (7,990 )   (7,990 )
                               
Balance, October 31, 2005   80,000,000     61,000     -     (7,990 )   53,010  
                               
Net Loss   -     -     -     (30,342 )   (30,342 )
                               
Balance, October 31, 2006   80,000,000     61,000     -     (38,332 )   22,668  
                               
Net Loss   -     -     -     (267,143 )   (267,143 )
                               
Balance, October 31, 2007   80,000,000     61,000     -     (305,475 )   (244,475 )
                               
Cancelled - April 15, 2008   (44,250,000 )   (44,250 )   44,250     -     -  
                               
Net loss   -     -     -     (107,869 )   (107,869 )
                               
Balance, October 31, 2008   35,750,000     16,750     44,250     (413,344 )   (352,344 )
                               
Net loss   -     -     -     (112,247 )   (112,247 )
                               
Balance, October 31, 2009   35,750,000     16,750     44,250     (525,591 )   (464,591 )

The accompanying notes are an integral part of these financial statements

20


INTELBAHN INC.
(A Development Stage Company)

STATEMENTS OF CASH FLOWS 

                November 22,  
                2004 (Inception)  
    October 31,     October 31,     to October 31,  
    2009     2008     2009  
                   
                   
Cash Flows from Operating Activities                  
       Net loss $  (112,247 ) $  (107,869 ) $  (525,591 )
       Adjustment for items not affecting cash:                  
                   Amortization   1,994     1,375     3,369  
                   Foreign exchange (gain) loss   32,125     (51,319 )   25,605  
                   Accrued interest on convertible debt   7,502     1,483     8,985  
                   Impairment of oil and gas property   -     -     202,603  
       Change in non-cash working capital items:                  
                   Accounts payable and accrued liabilities   (18,042 )   21,660     11,760  
                   Due to related party   4,159     -     4,159  
Net cash used in operations   (84,509 )   (134,670 )   (269,110 )
                   
Cash Flows from Investing Activities                  
                   Oil and gas property   -     -     (247,402 )
                   Purchase of equipment   -     (5,000 )   (5,000 )
Net cash used in investing activities   -     (5,000 )   (252,402 )
                   
Cash Flows from Financing Activities                  
       Capital stock issued   -     -     61,000  
       Due to related party   -     17,208     253,546  
       Proceeds from convertible debt   84,668     123,300     207,968  
Net cash provided by financing activities   84,668     140,508     522,514  
                   
Increase In Cash   159     838     1,002  
                   
Cash, Beginning   843     5     -  
                   
Cash, Ending $  1,002   $  843   $  1,002  
                   
                   
Supplementary Cash Flow Information                  
      Cash paid for:                  
           Interest $  -   $  -   $  -  
           Income taxes $  -   $  -   $  -  

The accompanying notes are an integral part of these financial statements

21


INTELBAHN INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2009

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Intelbahn Inc. is a development stage company and is currently seeking for new business opportunities.

Going concern
These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $525,591 at October 31, 2009 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through a private placement of its common stock or further director loans as needed. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation
These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles.

Equipment
Equipment consists of computer equipment which is recorded at cost. Amortization is provided using the declining balance method at a rate of 55% per year. Amortization is calculated based on half-year rule in the year of acquisition.

Use of estimates and assumptions
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are readily apparent from other sources. The actual results experienced by the Company may differ materially from the Company’s estimates. To the extent there are material differences, future results may be affected. Estimates used in preparing these financial statements include the carrying value of the equipment, deferred income tax amounts, rates and timing of the reversal of income tax differences.

Loss per common share
Basic earnings per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings per share reflect the potential dilution of securities that could share in the earnings of the Company. Because the Company does not have any potentially dilutive securities, diluted loss per share is equal to the basic loss per share.

Comprehensive Loss
For all periods presented, the Company has no items that represent a comprehensive loss and, therefore, has not included a statement of comprehensive loss in these financial statements.

22


INTELBAHN INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2009

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial instruments
The fair value of the Company’s financial instruments consisting of cash, note payable, accounts payable, amounts due to related party and convertible debt approximate their carrying values due to the immediate or short-term maturity of these financial instruments, except for the amount due to related party which is valued at the exchange amount as the fair value cannot be reliably measured and the long-term convertible debt which is measured at amortized cost. The Company operates in Canada and therefore is exposed to foreign exchange risk. It is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

Income taxes
Deferred income taxes are provided for tax effects of temporary differences between the tax basis of asset and liabilities and their reported amounts in the financial statements. The Company uses the liability method to account for income taxes, which requires deferred taxes to be recorded at the statutory rate expected to being in effect when the taxes are paid. Valuation allowances are provided for a deferred tax asset when it is more likely than not that such asset will not be realized.

Management evaluates tax positions taken or expected to be taken in a tax return. The evaluation of a tax position includes a determination of whether a tax position should be recognized in the financial statements, and such a position should only be recognized if the Company determines that it is more likely than not that the tax position will be sustained upon examination by the tax authorities, based upon the technical merits of the position. For those tax positions that should be recognized, the measurement of a tax position is determined as being the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.

Stock-based compensation
The Company has not adopted a stock option plan and therefore has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date.

Foreign Currency Translation
Foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders' equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.

Recent Accounting Pronouncements
In June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168, FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of SFAS No. 162 (“Statement 168”). Statement 168 establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied in the preparation of financial statements in conformity with generally accepted accounting principles. Statement 168 explicitly recognizes rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under federal securities laws as authoritative GAAP for SEC registrants. Statement 168 is effective for financial statements issued for fiscal years and interim periods ending after September 15, 2009. The Company has adopted Statement 168 for the year ended October 31, 2009.

Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.

23


INTELBAHN INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2009

NOTE 3 – EQUIPMENT

Equipment comprises the following:

    October 31, 2009     October 31, 2008  
          Accumulated              
    Cost     Amortization     Net Book Value     Net Book Value  
                         
Computer equipment $  5,000   $  3,369   $  1,631   $  3,625  

NOTE 4 – NOTE PAYABLE

At October 31, 2009, the Company owed $234,352 (2008: $202,227), the equivalent of CAD $253,546 to the former president of the Company who resigned in 2008. The loan is unsecured, bears no interest and is payable on demand.

 
NOTE 5 – DUE TO RELATED PARTY

At October 31, 2009, the Company owed $4,159 (2008 – $Nil) to the president and the director of the Company for management fees charged. This amount is unsecured, bears no interest and is payable on demand.

Related party transactions are measured at the exchange amount which is the amount agreed upon by the related parties.

NOTE 6 – CONVERTIBLE DEBT

On May 28, 2008, the Company entered into a credit facility agreement with Gruppo Trimark Management Corp (“Gruppo”). The Company can borrow up to CAD $505,000 from the lender, for a period of five years from the date of execution of this agreement. The maximum amount that the Company can draw on is CAD $50,000 in any calendar month unless the Company requests a larger monthly sum by delivering notice in writing to Gruppo 20 days in advance. The balance is unsecured and bears interest of 3.98% per annum. Both the principal and interest are due and payable on the expiration of the credit term (May 28, 2013). The debt carries a convertible feature where Gruppo has the right at any time to convert the full credit amount outstanding into common stock of the Company based on a conversion price of $0.05. The conversion feature had no intrinsic value and accordingly no beneficial conversion feature was recognized. As at October 31, 2009, the balance of $216,953 (2008 - $124,783) includes accrued interest of $8,985 (2008 - $1,483). None of the balance owing was converted to the Company’s common shares.

24


INTELBAHN INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2009

NOTE 7 – INCOME TAXES

As of October 31, 2009, the Company has estimated tax loss carry forwards for tax purpose of approximately $525,247 (2008 - $413,000), which expire by 2029. These amounts may be applied against future taxable income. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization has not been determined to be more likely than not to occur.

The actual income tax provisions differ from the expected amounts calculated by applying the statutory income tax rate to the Company’s loss before income taxes. The components of these differences are as follows:

    October 31,     October 31,  
    2009     2008  
             
Loss before income tax $  112,247   $  107,869  
Statutory tax rate   34%     34%  
Expected recovery of income taxes at standard rates   38,164     36,675  
Change in valuation allowance   (38,164 )   (36,675 )
             
Income tax provision $  -   $  -  

    October 31,     October 31,  
    2009     2008  
Components of deferred tax asset:            
Non-capital tax loss carry forwards $  178,701   $  140,537  
Less: valuation allowance   (178,701 )   (140,537 )
             
Net deferred tax asset $  -   $  -  

The Company has not filed income tax returns since inception in the United States and Canada. Both taxing authorities prescribe penalties for failing to file certain tax returns and supplemental disclosure. Upon filing there could be penalties an interest assessed. Such penalties vary by jurisdiction and by assessing practices and authorities. As the Company has incurred losses since inception there would be no known or anticipated exposure to penalties for income tax liability. However, certain jurisdictions may assess penalties for failing to file returns and other disclosures and for failing to file other supplemental information associated with foreign ownership, debt and equity position. Inherent uncertainties arise over tax positions taken with respect to transfer pricing, related party transactions, tax credits, tax based incentives and stock based transactions. Management has considered the likelihood and significance of possible penalties associated with its current and intended filing positions and has determined, based on their assessment, that such penalties, if any, would not be expected to be material.

NOTE 8 – SUBSEQUENT EVENTS

Subsequent to October 31, 2009, the Company borrowed an additional CAD $20,000 from Gruppo in accordance with its credit facility agreement (see Note 6).

The Company evaluates subsequent events through the financial statements filing date of January 28, 2010.

25


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

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

Item 9A.   Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that the information disclosed in the reports we file with the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our president (our principal executive officer and our principal financial and accounting officer), as appropriate, to allow timely decisions regarding required disclosure.

Management, including our president (our principal executive officer and our principal financial and accounting officer), evaluated the effectiveness of our disclosure controls and procedures, as of October 31, 2009, in accordance with Rules 13a-15(b) and 15d-15(b) of the Securities and Exchange Act of 1934, as amended are effective to ensure the information required to be disclosed by us in the reports that we file or submit under the Securities and Exchange Act of 1934, as amended is recorded, processed, summarized and reported within the time period specified in SEC rules and forms.

Our management, including our president (our principal executive officer and our principal financial and accounting officer), do not expect that our disclosure controls, and procedures or internal controls will prevent all possible error and fraud. Our disclosure controls and procedures are, however, designed to provide reasonable assurance of achieving their objectives, and our president (our principal executive officer and our principal financial and accounting officer) have concluded that our financial controls and procedures are effective at that reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of October 31, 2009. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of October 31, 2009, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. Our management reviewed the results of their assessment with our Board of Directors.

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

26


Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 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.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the year ended October 31, 2009 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B.   Other Information

None.

PART III

Item 10.     Directors, Executive Officers and Corporate Governance

The following individuals serve as the directors and executive officers of our company as of the date of this annual report. All directors of our company hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

Name

Position Held
with the Company
Age

Date First Elected or Appointed

Christine Kilbourn
Director
President and Treasurer
60
April 1, 2008
Mauro Baessato Secretary 56 May 27, 2008

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Christine Kilbourn – President, Treasurer and Director

Ms. Kilbourn worked with the Royal Bank of Canada from 1968 to 2005 assuming such roles as Personal Lender, Assistant Manager, Personal Banking and Business Account Manager. Her most recent position at Royal Bank was

27


Senior Assistant Manager, Commercial Banking. Ms. Kilbourn gained an expertise in the retail industry sector. Ms. Kilbourn retired from banking in October 2005 and after six months of retirement, accepted a part-time contract position with the Royal Bank of Canada in various positions in the Commercial Markets Department.

Mauro Baessato - Secretary

Mr. Baessato is a self employed business administrator. He has been a director of Universal Power Corp. (V.UNX) since January 2006 and was the president and chief executive officer from January 2006 to May 2007. Mr. Baessato has also been a director of Euoko Group Inc. (OTC BB: EUOK) from August 2000 to April 2003 and the secretary and treasurer from August 2000 to March 2008. Mr. Baessato has also been secretary of Tryx Ventures Corp. (OTC BB: TRYF) from January 2001 to 2006.

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

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

1.

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

   
2.

any conviction in a criminal proceeding or being subject to a pending criminal proceeding, excluding traffic violations and other minor offences;

   
3.

being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

   
4.

being found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended October 31, 2009, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners as well as our officers, directors and greater than 10% beneficial owners of our subsidiaries were complied with.

Code of Ethics

Effective December 31, 2008, our company's board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our company's officers including our president,

28


chief executive officer and chief financial officer, employees, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

  1.

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

     
  2.

full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

     
  3.

compliance with applicable governmental laws, rules and regulations;

     
  4.

the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

     
  5.

accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our company's Senior Officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly Senior Officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any Senior Officer who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.

Our Code of Business Conduct and Ethics is being filed with the Securities and Exchange Commission as Exhibit 14.1 to our annual report for the year ended October 31, 2009. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Intelbahn Inc., Suite 314 – 837 West Hastings Street, Vancouver, British Columbia V6C 3N6.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

Item 11.     Executive Compensation

The particulars of the compensation paid to the following persons:

  • our principal executive officer;

  • each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended October 31, 2009 and 2008; and

29


  • up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended October 31, 2009 and 2008,

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

   SUMMARY COMPENSATION TABLE   







Name
and Principal
Position









Year








Salary
($)








Bonus
($)







Stock
Awards
($)







Option
Awards
($)






Non-Equity
Incentive Plan
Compensation
($)


Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)





All
Other
Compensati
on
($)








Total
($)
Christine Kilbourn(1)
President, Treasurer and Director
2009
2008
Nil
1,500
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
1,500
Mauro Baessato(2)
Secretary
2009
2008
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil

Barry Swanson(3)
former President, Chief Financial Officer, Secretary and Director
2009
2008
N/A
Nil
N/A
Nil
N/A
Nil
N/A
Nil
N/A
Nil
N/A
Nil
N/A
Nil
N/A
Nil

(1)           Ms. Kilbourn was elected director on February 1, 2008 and appointed president, secretary and treasurer on April 1, 2008. Ms. Kilbourn resigned as secretary on May 27, 2008.

(2)           Mr. Baessato was appointed secretary of our company on May 27, 2008.

(3)           Mr. Swanson was appointed president, secretary and treasurer and elected director on November 22, 2004 and resigned from all positions as officer and as a director on April 1, 2008.

There are no compensatory plans or arrangements with respect to our executive officers resulting from their resignation, retirement or other termination of employment or from a change of control.

Stock Option Plan

Currently, we do not have a stock option plan in favor of any director, officer, consultant or employee of our company.

Stock Options/SAR Grants

During our fiscal year ended October 31, 2009 there were no options granted to our named officers or directors.

30


Outstanding Equity Awards at Fiscal Year End

No equity awards were outstanding as of the year ended October 31, 2009.

Option Exercises

During our Fiscal year ended October 31, 2009 there were no options exercised by our named officers.

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

We have determined that none of our directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

Pension, Retirement or Similar Benefit Plans

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

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

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Family Relationships

There are no family relationships between any of our directors, executive officers or directors.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during

1.           any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2.           any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

3.           being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4.           being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

31


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

The following table sets forth, as of January 25, 2010, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.




Name and Address of Beneficial Owner



Title of Class
Amount and
Nature of
Beneficial
Ownership


Percentage of
Class(1)
Christine Kilbourn
Vancouver, British Columbia
Common
2,000,000
5.6%
Mauro Baessato
Vancouver, British Columbia
Common
Nil
0%
Directors and Officers as a group Common 2,000,000 5.6%
Rahan Bodmer
Zurich, Switzerland
Common
3,500,000
9.8%
Brandon Truaxe
Toronto, ON
Common
3,250,000
9.1%
Union Securities Ltd.
Vancouver, BC
Common
2,750,000
7.7%

  (1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided .In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on January 25, 2010 .As of January 25, 2010, there were 35,750,000 shares of our company’s common stock issued and outstanding.

Changes in Control

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

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

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended October 31, 2009, in which the amount involved in the transaction exceeded or

32


exceeds the lesser of $120,000 or one percent of the average of our total assets at the year end for the last three completed fiscal years.

Director Independence

We currently act with one director, consisting of Christine Kilbourn. We have determined that our director is not an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).

We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

Item 14.     Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended October 31, 2009 and for the fiscal year ended October 31, 2008 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

  Year Ended

October 31, 2009
$
October 31, 2008
$
Audit Fees 7,500 7,500
Audit Related Fees 7,000 6,500
Tax Fees 1,200 1,000
All Other Fees Nil Nil
Total 15,700 15,000

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

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

PART IV

Item 15.     Exhibits, Financial Statement Schedules

(a)

Financial Statements

     
(1)

Financial statements for our company are listed in the index under Item 8 of this document

     
(2)

All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

33


(b)     Exhibits

Exhibit Description
Number  
   
(3)

Articles of Incorporation and Bylaws

   
3.1

Articles of Incorporation (incorporated by reference to our Registration Statement on Form SB-2 filed on March 6, 2006).

   
3.2

Bylaws (incorporated by reference to our Registration Statement on Form SB-2 filed on March 6, 2006).

   
3.3

Articles of Merger filed with the Nevada Secretary of State on April 9, 2008 effective April 23, 2008 (incorporated by reference from our Current Report on Form 8-K filed on May 2, 2008).

   
3.4

Certificate of Change filed with the Nevada Secretary of State on April 9, 2008 effective April 23, 2008 (incorporated by reference from our Current Report on Form 8-K filed on May 2, 2008).

   
3.5

Certificate of Change filed with the Nevada Secretary of State on June 4, 2008 effective June 12, 2008 (incorporated by reference from our Quarterly Report on Form 10-QSB filed on June 16, 2008).

   
(10)

Material Contracts

   
10.1

Term Loan Agreement with Gruppo Trimark Management Corp., dated May 28, 2008 (incorporated by reference to our Current Report on Form 8-K filed on June 2, 2008).

   
(31)

Section 302 Certifications

   
31.1*

Section 302 Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.

   
(32)

Section 906 Certification

   
32.1*

Section 906 Certification of Principal Executive Officer Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.

*                Filed herewith.

34


SIGNATURES

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

  INTELBAHN INC.
                                           (Registrant)
   
   
Dated: January 28, 2010 /s/ Christine Kilbourn
  Christine Kilbourn
  President, Treasurer and Director
  (Principal Executive Officer, Principal Financial
  Officer
  and Principal Accounting Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Dated: January 28, 2010 /s/ Christine Kilbourn
  Christine Kilbourn
  President, Treasurer and Director
  (Principal Executive Officer, Principal Financial
  Officer
  and Principal Accounting Officer)

35