ANGEL ACQUISITION CORP. - FORM 10-K

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EX-32 - ANGEL ACQUISITION CORP.	exhibit32.htm
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EX-31 - ANGEL ACQUISITION CORP.	exhibit31.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009

o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM

COMMISSION FILE NO. 000-32829

ANGEL ACQUISITION CORP.

(Exact name of issuer as specified in its charter)

PALOMAR ENTERPRISES, INC.

(former name of issuer)


NEVADA	88-0470235
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1802 N. CARSON STREET, NO. 212-275, CARSON CITY, NEVADA 89701

(Address of principal executive offices) (Zip Code)

(775) 887-0670

Registrant's telephone number, including area code

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 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. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions 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 ¨ No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of April 6, 2010: $$525,381.

As of April 6, 2010 the registrant had 5,253,908,229 outstanding shares of Common Stock.

Documents incorporated by reference: None.

TABLE OF CONTENTS


PART I		Page
Item 1.	Business	4
Item 1A.	Risk Factors	7
Item 2.	Properties	11
Item 3.	Legal Proceedings	12
Item 4.	Submission of Matter to a Vote of Security Matters	12
PART II
Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
Item 6.	Selected Financial Data	13
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 8.	Financial Statements and Supplementary Data	16
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	16
Item 9A	Controls and Procedures	16
Item 9B.	Other Information	17
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	17
Item 11.	Executive Compensation	19
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	20
Item 13.	Certain Relationships and Related Transactions and Director Independence	21
Item 14.	Principal Accountant Fees and Services	21
PART IV
Item 15.	Exhibits, Financial Statement Schedules	22
	Signatures	23

PART I

Forward-Looking Information

Much of the discussion in this Item is “forward looking” as that term is used in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Actual operations and results may materially differ from present plans and projections due to changes in economic conditions, new business opportunities, changed business conditions, and other developments. Other factors that could cause results to differ materially are described in our filings with the Securities and Exchange Commission.

There are several factors that could cause actual results or events to differ materially from those anticipated, and include, but are not limited to, general economic, financial and business conditions, changes in and compliance with governmental laws and regulations, including various state and federal environmental regulations, our ability to obtain additional financing from outside investors and/or bank and mezzanine lenders, and our ability to generate sufficient revenues to cover operating losses and position us to achieve positive cash flow.

Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-K to be accurate as of the date hereof. Changes may occur after that date. We will not update that information except as required by law in the normal course of its public disclosure practices.

ITEM 1. BUSINESS.

COMPANY OVERVIEW

Angel Acquisition Corp. (“our”, “us”, “we”, “AGEL” or the “Company”) was incorporated under the laws of the state of Nevada on March 10, 1999 under the name Palomar Enterprises, Inc. On February 5, 2008 the Company changed its name to Angel Acquisition Corp to properly reflect the change in business direction.

The Company assists private companies in the process of going public as well as being a licensed mortgage broker and developer.

In April, 2008, the Board of Directors authorized the disposition of its ninety eight percent interest in The Blackhawk Fund. As a result, the Company is accounting for the operations of The Blackhawk Fund as discontinued operations in the accompanying financial statements. The Company has reclassified prior periods to conform to the current period.

CURRENT BUSINESS PLAN

Angel Acquisition Corp is a diversified asset management company that acquires and/or develops profitable companies. Angel Acquisition Corp either obtains a majority of stock in each company they gain control of or, the company internally develops profitable enterprises. Through the acquisition and development of profitable companies and the expansion of internal divisions, Angel Acquisition Corp has the ability to experience growth through diverse holdings. Companies turning large profits are analyzed and considered for acquisition.

The company operates two divisions:

The Palomar Group: the financial services division.

Angels In Action: the micro-lending division.

Our Divisions

The Palomar Group is a full service, real estate and residential lending company.

We offer these programs:

Home Loans
Refinancing Opportunities
Discount Programs

We are staffed by top producing agents, and work with the country’s top lenders to expediently and efficiently exceed your expectations and meet your real estate and lending needs.

http://www.thepalomargroup.com

Angels in Action is committed to changing the direction of our nation’s local economies, one business at a time. We have built an online Microfinance community where entrepreneurs and patrons come together to form virtual business incubators. Our mission is to ensure that the entrepreneurial spirit on which our country was founded is able to flourish in the communities in which we live and work.

http://www.angelsinaction.tv

KEY PERSONNEL

Our future financial success depends to a large degree upon the effort of Mr. Bonenberger, Chairman of the Board of Directors and our sole officer as December 31, 2009. Mr. Bonenberger has played a major role in developing and executing our business strategy. The loss of Mr. Bonenberger could have an adverse effect on our business and our chances for profitable operations. While we intend to employ additional management and marketing personnel in order to minimize the critical dependency upon any one person, there can be no assurance that we will be successful in attracting and retaining the persons needed. If we do not succeed in retaining and motivating our current employees and attracting new high quality independent agents, our business could be adversely affected.

We do not maintain key man life insurance on the life of Mr. Bonenberger.

OUR FINANCIAL RESULTS MAY BE AFFECTED BY FACTORS OUTSIDE OF OUR CONTROL

Our future operating results may vary significantly from quarter to quarter due to a variety of factors, many of which are outside our control. Our anticipated expense levels are based, in part, on our estimates of future revenues and may vary from our projections. We may be unable to adjust spending rapidly enough to compensate for any unexpected revenues shortfall. Accordingly, any significant shortfall in revenues in relation to our planned expenditures would materially adversely affect our business, operating results, and financial condition.

We cannot predict with certainty our revenues and operating results. Further, we believe that period-to-period comparisons of our operating results are not necessarily a meaningful indication of future performance.

CORPORATE OFFICES

Our executive office is located at: 2585 Pio Pico Carlsbad, CA 92008.

EMPLOYEES

We have one full-time employee and three part-time employees as of December 31, 2009. We also have several independent consultants working for the Company. As we grow, we will need to attract an unknown number of additional qualified employees and independent agents. Although we have experienced no work stoppages and believe our relationships with our employees are good, we could be unsuccessful in attracting and retaining the persons needed. None of our employees are currently represented by a labor union. We expect to have a ready source of available labor to support our growth.

MARKETS AND MARKETING:

We currently have the following operating divisions:

Financial Services Division:

Focused upon mortgage and home loan origination, real state sales and client services, property acquisition and development. This division operates from the facility owned by us and located at 2585 Pio Pico Drive in Carlsbad, California. The division was established in the third fiscal quarter of 2003 and is currently operating and generating revenue. We currently have three independent real estate agents and loan brokers.

Our goal is to double the work force of the Financial Services Division in the fiscal year 2010. For further reference, please visit http://www.angelacquisitions.com.

Micro-loan Division:

Angels in Action is committed to changing the direction of our nation’s local economies, one business at a time. We have built an online Microfinance community where entrepreneurs and patrons come together to form virtual business incubators. Our mission is to ensure that the entrepreneurial spirit on which our country was founded is able to flourish in the communities in which we live and work. For further reference, please visit:

http://www.angelsinaction.tv

We believe that building awareness of our company is important in expanding our customer base. We currently advertise over the Internet via our website, newspaper and direct mail. We also rely upon referrals from past and current customers, as well as from personal and professional contacts of our management and independent contractors. The recurring costs of our marketing efforts have risen commensurate with our revenue.

We cannot assure you that we will be successful in attracting new customers, or retaining the future business of existing customers. If we fail to attract and retain customers, we would be unable to generate revenues to support continuing operations.

ITEM 1A. RISK FACTORS

NEED FOR ONGOING FINANCING.

We will need additional capital to continue our operations and will endeavor to raise funds through the sale of equity shares and revenues from operations.

There can be no assurance that we will generate revenues from operations or obtain sufficient capital on acceptable terms, if at all. Failure to obtain such capital or generate such operating revenues would have an adverse impact on our financial position and results of operations and ability to continue as a going concern. Our operating and capital requirements during the next fiscal year and thereafter will vary based on a number of factors, including the level of sales and marketing activities for our services and products. There can be no assurance that additional private or public financing, including debt or equity financing, will be available as needed, or, if available, on terms favorable to us. Any additional equity financing may be dilutive to stockholders and such additional equity securities may have rights, preferences or privileges that are senior to those of our existing common stock.

Furthermore, debt financing, if available, will require payment of interest and may involve restrictive covenants that could impose limitations on our operating flexibility. Our failure to successfully obtain additional future funding may jeopardize our ability to continue our business and operations.

If we raise additional funds by issuing equity securities, existing stockholders may experience a dilution in their ownership. In addition, as a condition to giving additional funds to us, future investors may demand, and may be granted, rights superior to those of existing stockholders.

INFLATION.

In our opinion, inflation has not had a material effect on our financial condition or results of our operations.

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 stock.

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS.

We provide the following cautionary discussion of risks, uncertainties and possible inaccurate assumptions relevant to our business and our products. These are factors that we think could cause our actual results to differ materially from expected results. Other factors besides those listed here could adversely affect us.

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS.

Our quarterly operating results may fluctuate significantly in the future as a result of a variety of factors, most of which are outside our control, including the demand for our services, seasonal trends in real estate and to a certain extent interest rates; general economic conditions, and economic conditions specific to our industry. Our quarterly results may also be significantly impacted by the impact of the accounting treatment of acquisitions, financing transactions or other matters. Particularly at our early stage of development, occurrences such as accounting treatment can have a material impact on the results for any quarter. Due to the foregoing factors, among others, it is likely that our operating results will fall below our expectations or those of investors in some future quarter.

LACK OF INDEPENDENT DIRECTORS.

We cannot guarantee that our board of directors will have a majority of independent directors in the future. In the absence of a majority of independent directors, our executive officers, could establish policies and enter into transactions without independent review and approval thereof. This could present the potential for a conflict of interest between us and our stockholders generally and the controlling officers, stockholders or directors.

LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Our officers and directors are required to exercise good faith and high integrity in our management affairs. Our articles of incorporation provide, however, that our officers and directors shall have no liability to our stockholders for losses sustained or liabilities incurred which arise from any transaction in their respective managerial capacities unless they violated their duty of loyalty, did not act in good faith, engaged in intentional misconduct or knowingly violated the law, approved an improper dividend or stock repurchase, or derived an improper benefit from the transaction. Our articles and bylaws also provide for the indemnification by us of the officers and directors against any losses or liabilities they may incur as a result of the manner in which they operate our business or conduct the internal affairs, provided that in connection with these activities they act in good faith and in a manner that they reasonably believe to be in, or not opposed to, our best interests, and their conduct does not constitute gross negligence, misconduct or breach of fiduciary obligations.

MANAGEMENT OF POTENTIAL GROWTH.

While our auditors have issued a going concern opinion, we feel that during the next twelve months we will be substantially increasing our revenue through broker fees on sales of homes and mortgage fees which may cause rapid growth which will place a significant strain on our managerial, operational, and financial systems resources. To accommodate our current size and manage growth, we must continue to implement and improve our financial strength and our operational systems, and expand, train and manage our sales and distribution base. There is no guarantee that we will be able to effectively manage the expansion of our operations, or that our facilities, systems, procedures or controls will be adequate to support our expanded operations. Our inability to effectively manage our future growth would have a material adverse effect on us.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

We believe that we do not have any material exposure to interest or commodity risks. Our financial results are quantified in U.S. dollars and a majority of our obligations and expenditures with respect to our operations are incurred in U.S. dollars. Although we do not believe we currently have any materially significant market risks relating to our operations resulting from foreign exchange rates, if we enter into financing or other business arrangements denominated in currency other than the U.S. dollars, variations in the exchange rate may give rise to foreign exchange gains or losses that may be significant.

We currently have no material long-term debt obligations. We do not use financial instruments for trading purposes and we are not a party to any leverage derivatives.

RISKS RELATING TO OUR BUSINESS

WE ARE NOT LIKELY TO SUCCEED UNLESS WE CAN OVERCOME THE MANY OBSTACLES WE FACE.

As an investor, you should be aware of the difficulties, delays and expenses we encounter, many of which are beyond our control, including unanticipated market trends, employment costs, and administrative expenses. We cannot assure our investors that our proposed business plans as described in this report will materialize or prove successful, or that we will ever be able to finalize development of our products or services or operate profitably. If we cannot operate profitably, you could lose your entire investment. As a result of the nature of our business, initially we expect to sustain substantial operating expenses without generating significant revenues.

OUR AUDITORS HAVE STATED WE MAY NOT BE ABLE TO STAY IN BUSINESS.

Our auditors have issued a going concern opinion, which means that there is doubt that we can continue as an ongoing business for the next 12 months. Unless we can raise additional capital, we may not be able to achieve our objectives and may have to suspend or cease operations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

We have developed the following financing methods to assist us in the process of generating the funds necessary to maintain our operations:

Increasing revenue from our divisions, described above;

Other stock, private placement options and notes.

It should be noted that our independent auditors have included a going concern opinion and related discussion in the notes to our financial statements. The auditors have included the going concern provision because we have incurred significant and recurring losses and have a large working capital deficit that the auditors believe raises substantial doubt about our ability to continue as a going concern. Until such time we receive additional debt or equity financing, there is a risk that our auditors will continue to include a going concern provision in the notes to our financial statements. Our plan to remove the threat to our continuation as a going concern and achieve profitability includes the following:

Real Estate Sales and Mortgage Originations in which we have continued to grow the sales and revenue of these two groups.

Mico-lending in which we have launched the micro-lending division of our company and look for this to be cash-flow positive in the near term.

As a result of our recent efforts, we have:

Increased revenue from the real estate and home loan origination groups;

Improved and enhanced our real estate facility;

Expanded real estate sales and stabilized the number of our mortgage home loan agents; and

Begun building affiliations with social networks large, medium and small to market the micro-lending programs through.

RISKS RELATING TO OUR STOCK

WE MAY NEED TO RAISE ADDITIONAL CAPITAL. IF WE ARE UNABLE TO RAISE NECESSARY ADDITIONAL CAPITAL, OUR BUSINESS MAY FAIL OR OUR OPERATING RESULTS AND OUR STOCK PRICE MAY BE MATERIALLY ADVERSELY AFFECTED.

Due to the lack of revenue and expenses, we need to secure adequate funding. If we are unable to obtain adequate funding, we may not be able to successfully develop and market our products and services and our business will most likely fail. We do not have commitments for additional financing. To secure additional financing, we may need to borrow money or sell more securities, which may reduce the value of our outstanding securities. Under these circumstances, we may be unable to secure additional financing on favorable terms or at all.

Selling additional stock, either privately or publicly, would dilute the equity interests of our stockholders. If we borrow more money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility. If we are unable to obtain adequate financing, we may have to curtail business operations which would have a material negative effect on operating results and most likely result in a lower stock price.

OUR COMMON STOCK HAS EXPERIENCED IN THE PAST, AND IS EXPECTED TO EXPERIENCE IN THE FUTURE, SIGNIFICANT PRICE AND VOLUME VOLATILITY, WHICH SUBSTANTIALLY INCREASES THE RISK THAT YOU MAY NOT BE ABLE TO SELL YOUR SHARES AT OR ABOVE THE PRICE THAT YOU PAY FOR THE SHARES.

Because of the limited trading market for our common stock, and because of the possible price volatility, you may not be able to sell your shares of common stock when you desire to do so. During 2009 and 2008, our common stock was sold and purchased at prices that ranged from a high of $.57 to a low of $.001 per share. The inability to sell your shares in a rapidly declining market may substantially increase your risk of loss because of such illiquidity because the price for our common stock may suffer greater declines due to its price volatility.

The price of our common stock that will prevail in the market after this offering may be higher or lower than the price you pay. Certain factors, some of which are beyond our control, that may cause our share price to fluctuate significantly include, but are not limited to, the following:

Variations in our quarterly operating results;

The development of a market in general for our products and services;

Changes in market valuations of similar companies;

Announcement by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;

Loss of a major customer or failure to complete significant transactions;

Additions or departures of key personnel; and

Fluctuations in stock market price and volume.

Additionally, in recent years the stock market in general, and the OTC Bulletin Board and technology stocks in particular, have experienced extreme price and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate to the operating performance of the underlying company. These market and industry factors may materially and adversely affect our stock price, regardless of our operating performance.

Over the past few months, there have been periods of significant increases in trading volume of our common stock during which the price of our stock has both increased and decreased. The historical trading of our common stock is not necessarily an indicator of how it will trade in the future and our trading price as of the date of this report does not necessarily portend what the trading price of our common stock might be in the future.

In the past, class action litigation has often been brought against companies following periods of volatility in the market price of the common stock of those companies. If we become involved in this type of litigation in the future, it could result in substantial costs and diversion of management attention and resources, which could have a further negative effect on your investment in our stock.

OUR DIRECTORS HAVE THE RIGHT TO AUTHORIZE THE ISSUANCE OF PREFERRED STOCK AND ADDITIONAL SHARES OF OUR COMMON STOCK.

Our directors, within the limitations and restrictions contained in our articles of incorporation and without further action by our stockholders, have the authority to issue shares of preferred stock from time to time in one or more series and to fix the number of shares and the relative rights, conversion rights, voting rights, and terms of redemption, liquidation preferences and any other preferences, special rights and qualifications of any such series. We have no intention of issuing preferred stock at the present time. Any issuance of preferred stock could adversely affect the rights of holders of our common stock.

Should we issue additional shares of our common stock at a later time, each investor's ownership interest in Angel Acquisition Corp. would be proportionally reduced. No investor will have any preemptive right to acquire additional shares of our common stock, or any of our other securities.

IF WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED FROM THE OTC BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO SELL OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN THE SECONDARY MARKET.

Companies trading on the OTC Bulletin Board, such as Angel Acquisition Corp., must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board.

OUR COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions.

Inasmuch as that the current bid and ask price of common stock is less than $5.00 per share, our shares are classified as "penny stock" under the rules of the SEC. For any transaction involving a penny stock, unless exempt, the rules require:

That a broker or dealer approve a person's account for transactions in penny stocks; and

The broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

Obtain financial information and investment experience objectives of the person; and

Make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

Sets forth the basis on which the broker or dealer made the suitability determination; and

That the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

ITEM 2. PROPERTIES.

We lease office space at 1802 N. Carson Street, Suite 212, Carson City, Nevada, 89701. Our Carson Street lease costs $100 per month and is scheduled to expire on December 31, 2010. We also own our building in Carlsbad California.

ITEM 3. LEGAL PROCEEDINGS.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is noted on the OTC Bulletin Board under the symbol "AGEL.OB" These quotations reflect inter-dealer prices, without mark-up, mark-down or commission, and may not represent actual transactions.


CALENDAR YEAR 2008	HIGH		LOW
First Quarter		.57		.34
Second Quarter		.12		.10
Third Quarter		.04		.04
Fourth Quarter		.007		.005


CALENDAR YEAR 2009	HIGH		LOW
First Quarter		.002		.002
Second Quarter		.0005		.0003
Third Quarter		.0003		.0002
Fourth Quarter		.000197		.0001

As of December 31, 2009, we had 3,823,408,229 shares of our common stock outstanding. Our shares of common stock are held by approximately 96 stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

SECTION 15(g) OF THE EXCHANGE ACT

The shares of our common stock are covered by Section 15(g) of the Exchange Act, and Rules 15g-1 through 15g-6 promulgated thereunder, which impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors.

Rule 15g-2 declares unlawful any broker-dealer transactions in "penny stocks" unless the broker-dealer has first provided to the customer a standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a "penny stock" transaction unless the broker-dealer first discloses and subsequently confirms to the customer the current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker-dealers from completing "penny stock" transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker-dealer executing a "penny stock" transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales person's compensation.

Our common stock may be subject to the foregoing rules. The application of the "penny stock" rules may affect our stockholders' ability to sell their shares because some broker-dealers may not be willing to make a market in our common stock because of the burdens imposed upon them by the "penny stock" rules.

The following table provides information about purchases by us and our affiliated purchasers during the year ended December 31, 2009 of equity securities that are registered by us pursuant to Section 12 of the Securities Exchange Act of 1934:


Small Business Issuer Purchases of Equity Securities
	(a)	(b)	(c)	(d)
Period	Total number of shares (or units) purchased	Average price paid per share (or unit)	Total number of shares (or units) purchased as part of publicly announced plans or programs	Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
January 1, 2009 – December 31, 2009	-0-	-0-	-0-	-0-
Total	-0-	-0-	-0-	-0-

ITEM 6.

SELECTED FINANCIAL DATA.

Not applicable to small business issuer.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

FORWARD-LOOKING INFORMATION

Actual operations and results may materially differ from present plans and projections due to changes in economic conditions, new business opportunities, changed business conditions, and other developments. Other factors that could cause results to differ materially are described in our filings with the Securities and Exchange Commission.

There are several factors that could cause actual results or events to differ materially from those anticipated, and include, but are not limited to general economic, financial and business conditions, changes in and compliance with governmental laws and regulations, including various state and federal environmental regulations, our ability to obtain additional financing from outside investors and/or bank and mezzanine lenders and our ability to generate sufficient revenues to cover operating losses and position us to achieve positive cash flow.

MANAGEMENT'S PLAN OF OPERATIONS

GENERAL.

RESULTS OF OPERATIONS

TWELVE MONTHS ENDED DECEMBER 31, 20098 COMPARED TO THE TWELVE MONTHS ENDED DECEMBER 31, 2008.

REVENUE

Revenue for the 12 months ended December 31, 2009 was 221,807 compared to $264,797 for the 12 months ended December 31, 2008, an increase of $42,990 or approximately 16%. Revenue decreased as a result of the depressed residential home sale market.

We expect to generate additional revenues during the coming 12 months due to increased marketing and real estate personnel.

COST OF REVENUE

Cost of revenue was $125,411 for the year ended December 31, 2009, compared to $125,411 cost of revenue for the year ended December 31, 2008. Costs as a percentage of sales was 64.5% in 2009 compared to47% in 2008.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses ("G&A") were $211,677 for the 12 months ended December 31, 2009, compared to $660,106 for the 12 months ended December 31, 2008, an increase of $448,429. The main reason for the decrease was due to decreased operations in real estate market.

CONSULTING, LEGAL AND PROFESSIONAL

Consulting, Legal and Professional was $329,052 compared to $418,906 or a decrease of $89,854. The main cause of the decrease was stock for services.

PAYROLL AND RELATED

Payroll and Related Services decreased to $300,000 from $291,520 an increase of $8,480.

LIQUIDITY AND CAPITAL RESOURCES

We intend to continue to find ways to expand our business through increased marketing and word of mouth. We believe that revenues and earnings will increase as we grow. We anticipate that we will incur smaller losses in the near future if we are able to expand our business.

During the 12 months ended December 31, 2009, we generated cash from financing activities of $561,085. We used cash in operating activities of $547,941 and no cash was provided by investing activities.

At December 31, 2009 our current liabilities exceeded our current assets by $2,331,708 which results in a capital deficiency.

In order to maximize our business plan, we will need to acquire additional capital from debt or equity financing. Even without additional funding we will be able to grow and increase our revenues substantially. With funding we could acquire substantial properties, renovate them, then sell them at a profit, and grow significantly faster.

Our independent certified public accountants have stated in their report, included in this Form 10-K, that due to our net loss and negative cash flows from operations, in addition to a lack of profitable history, there is a substantial doubt about our ability to continue as a going concern. In the absence of significant revenue and profits, we will be completely dependent on additional debt and equity financing arrangements. There is no assurance that any financing will be sufficient to fund our capital expenditures, working capital and other cash requirements for the fiscal year ending December 31, 2010. No assurance can be given that any such additional funding will be available or that, if available, can be obtained on terms favorable to us. If we are unable to raise needed funds on acceptable terms, we will not be able to execute our business plan, develop or enhance existing services, take advantage of future opportunities or respond to competitive pressures or unanticipated requirements. A material shortage of capital will

require us to take drastic steps such as further reducing our level of operations, disposing of selected assets or seeking an acquisition partner. If cash is insufficient, we will not be able to continue operations.

Our anticipated objectives currently include:

An increase in the market share for our real estate sales and client services group;

An increase in the market share for our mortgage and home loan origination group;

An increase the number of individual parcels we can purchase, improve and profitably re-sell to capture as many commissions as possible per transaction;

Bringing all of our divisions to profitability as soon as is possible.

CRITICAL ACCOUNTING POLICIES

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are a number of significant accounting policies affecting our consolidated financial statements, we believe the following critical accounting policy involve the most complex, difficult and subjective estimates and judgments.

STOCK-BASED COMPENSATION

In December 2002, the FASB issued SFAS No. 148 - Accounting for Stock-Based Compensation - Transition and Disclosure. This statement amends SFAS No. 123 - Accounting for Stock-Based Compensation, providing alternative methods of voluntarily transitioning to the fair market value based method of accounting for stock based employee compensation. SFAS 148 also requires disclosure of the method used to account for stock-based employee compensation and the effect of the method in both the annual and interim financial statements. The provisions of this statement related to transition methods are effective for fiscal years ending after December 15, 2002, while provisions related to disclosure requirements are effective in financial reports for interim periods beginning after December 31, 2002.

RECENT ACCOUNTING PRONOUNCEMENTS

We adopted SFAS No. 142. Under the new rules, we will no longer amortize goodwill and other intangible assets with indefinite lives, but such assets will be subject to periodic testing for impairment. On an annual basis, and when there is reason to suspect that their values have been diminished or impaired, these assets must be tested for impairment, and write-downs to be included in results from operations may be necessary. SFAS No. 142 also requires us to complete a transitional goodwill impairment test six months from the date of adoption.

Any goodwill impairment loss recognized as a result of the transitional goodwill impairment test will be recorded as a cumulative effect of a change in accounting principle no later than the end of fiscal year 2002. The adoption of SFAS No. 142 had no material impact on our consolidated financial statements

We adopted SFAS No. 142. Under the new rules, we will no longer amortize goodwill and other intangible assets with indefinite lives, but such

In April 2003, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 149, Amendment of Statement No. 133 on Derivative Instruments and Hedging Activities. SFAS 149 amends SFAS No. 133 to provide clarification on the financial accounting and reporting of derivative instruments and hedging activities and requires that contracts with similar characteristics be accounted for on a comparable basis. The provisions of SFAS 149 are effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. The adoption of SFAS 149 did not have a material impact on our results of operations or financial position.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. SFAS 150 establishes standards on the classification and measurement of certain financial instruments with characteristics of both liabilities and equity. The provisions of SFAS 150 are effective for financial instruments entered into or modified after May 31, 2003 and to all other instruments that exist as of the beginning of the first interim financial reporting period beginning after June 15, 2003. The adoption of SFAS 150 did not have a material impact on our results of operations or financial position.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLSOURES ABOUT MARKET RISK.

Not applicable to small business issuer.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements and related notes are included as part of this report after the signature pages.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. Based on an evaluation under the supervision and with the participation of the our management, including our chief executive officer and chief financial officer, as of the end of the period covered by this Annual Report on Form 10-K, we have concluded our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 were effective to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes in Internal Controls. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. There were no significant deficiencies or material weaknesses and therefore there were no corrective actions taken. However, the design of any system of controls is based in part upon certain assumptions about the likelihood of future events and there is no certainty that any design will succeed in achieving its stated goal under all potential future considerations, regardless of how remote.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting refers to a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in connection with generally accepted accounting principles, including those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting cannot provide absolute assurance of the prevention or detection of misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In connection with the preparation of this Annual Report on Form 10-K for the year ended December 31, 2009, management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our internal controls over financial reporting, pursuant to Rule 13a-15 under the Exchange Act. Our Chief Executive Officer and Chief Financial Officer have concluded that the design and operation of our internal controls and procedures are effective as of December 31, 2009. There were no significant changes in our internal controls over financial reporting that occurred during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10-K.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Our directors and executive officers during the year ending December 31, 2009:


Name	Age	Positions	Position Held
Steve Bonenberger	52	President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors	2003 to present
Peter Burns⁽¹⁾	53	Director	2009 to present

Mr. Burns was appointed as a member of the Board of Directors effective July 21, 2009.

The business experience of the persons listed above is as follows:

Biographical information for Steven Bonenberger

Steve Bonenberger: During the past five years, Mr. Bonenberger was the managing director of B.M.M., LLC, a corporate consulting firm. Going forward, he intends to devote a significant portion of his time to the furtherance of our operations.

Biographical information for Peter Burns

Peter Burns is a serial entrepreneur who specializes in the establishment and operation of niche market multi-location businesses. He is an innovative businessman who creates many new concepts from the ground up, such as the first integrated media-rich commercial e-mail marketing business, the “Insert-A-Zine” niche-publishing concept and the first accredited College of Entrepreneurship in the United States at Grand Canyon University in Phoenix. Mr. Burns is the founder (2008), and current chief executive officer of Club E Factory, a development and mentorship group made up of and for entrepreneurs. Club E Factory is launching several initiatives, including We Are America’s Bailout. He is also the founder (2007) of Club E Network, an association of entrepreneurs, which started with Burns’ initial 19 students from the Barrett Honors College at Arizona State University. It has since grown to over 7000 members and it is the largest network of entrepreneurs in the country. Burns is also a Dean at Andrew Jackson University, a fully accredited online institution. Mr. Burns has served as principal and chief operating officer of Resorts Clubs International, Inc. since 2005. Resort Clubs International, Inc. is a unique membership program in golf industry at select private country club locations with corporate memberships and high-end residences across United States.

Early in his career, Peter established the first U.S. motorized bicycle (moped) rental and proceeded to expand initial operation into an international chain of 100 units, creating the largest recreational rental operation in the world. Burns was also a founding member of (YEO) Young Entrepreneurs Organization. Peter has been featured in publications and television shows including The Arizona Republic, CNN, FOX News, FOX Business, Entrepreneur Magazine, Nations Business, The Phoenix Business Journal, The State Press, USA TODAY, and The Wall Street Journal.

CODE OF ETHICS

We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The code of ethics is designed to deter wrongdoing and to promote:

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

Full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submits to, the SEC and in other public communications made by us;

Compliance with applicable governmental laws, rules and regulations;

The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

Accountability for adherence to the code.

A copy of our code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions was filed as an exhibit to our Annual report for the fiscal year ended December 31, 2005. We have posted a copy of the code of ethics on our website at http://www.angelacquisitions.com.

We will provide to any person without charge, upon request, a copy of our code of ethics. Any such request should be directed to our corporate secretary at 1802 N. Carson Street, No.212-2705 Carson City, Nevada 89701.

ITEM 11. EXECUTIVE COMPENSATION.

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

SUMMARY COMPENSATION TABLE

The following table provides certain summary information concerning the compensation earned by the named executive officers (determined as of the end of the last fiscal year) for services rendered in all capacities to Angel Acquisitions Corp.


Name	Year	Fees Earned or Paid in Cash	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Non-Qualified Deferred Compensation Earnings	All Other Compensation	Total
Steven Bonenberger, Chairman of the Board of Directors, President and CEO	2009	$-	$ -	$ -	$ -	$ -	$ -	$-
	2008	$ 141,250	$ -	$ -	$ -	$ -	$ -	$141,250

Brent Fouch Secretary, Director and CFO⁽¹⁾	2009	$-	$ -	$ -	$ -	$ -	$ -	$-
Brent Fouch Secretary, Director and CFO⁽¹⁾	2008	$ 141,250	$ -	$ -	$ -	$ -	$ -	$141,250

On January 26, 2009, Brent Fouch resigned from his position as Treasurer, Chief Financial Officer and Director of the Company effective immediately. Mr. Fouch’s resignation did not result from a disagreement with the Company related to any matter of the Company’s operations, policies or practices. At the time of Mr. Fouch’s resignation, a new Treasurer or Principal Accounting Officer was not appointed and no new Director was elected. Steve Bonenberger, the remaining officer and director of the Company, agreed to serve as the sole officer and director of the Company.

EMPLOYMENT AGREEMENTS

On January 1, 2010, the Company entered into an Employment Agreement with Steven Bonenberger, its Chief Executive Officer and President. Pursuant to the Employment Agreement, Mr. Bonenberger will serve as President and Chief Financial Officer for an employment term through December 31, 2011. Mr. Bonenberger is entitled to an annual base salary of $240,000.

DIRECTOR COMPENSATION

The following table provides compensation summary concerning the compensation earned by the named directors for the years ended December 31, 2009 and 2008.

Name

Year

Fees Earned or Paid in Cash

Stock Awards

Option Awards

Non-Equity Incentive Plan Compensation

Non-Qualified Deferred Compensation Earnings

All Other Compensation

Total


Steven Bonenberger, Chairman	2009	$-	$ -	$ -	$ -	$ -	$ -	$-
	2008	$ -	$ -	$ -	$ -	$ -	$ -	$ -

Peter Burns, Director⁽²⁾	2009	$-	$ -	$ -	$ -	$ -	$ -	$-
Peter Burns, Director⁽²⁾
Brent Fouch, Director⁽¹⁾	2009	$	$ -	$ -	$ -	$ -	$ -	$-
Brent Fouch, Director⁽¹⁾	2008	$ -	$ -	$ -	$ -	$ -	$ -	$ -

Mr. Burns was appointed as a member of the Board of Directors effective July 21, 2009.

CONFIDENTIALITY AGREEMENTS

None.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

EQUITY COMPENSATION PLAN INFORMATION

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information as of the end of the most recently completed fiscal year with respect to compensation plans (including individual compensation arrangements) under which equity securities of the registrant are authorized for issuance, aggregated as follows:

All compensation plans previously approved by security holders; and

All compensation plans not previously approved by security holders.


	Number of		Weighted		Number of
	Securities		Average		Securities
	to be Issued		Exercise		Available for
	Upon Exercise		Price of		Future Issuance
	of Outstanding		Outstanding		Under Equity
	Options,		Options,		Compensation
	Warrants and		Warrants and		Plans
	Rights		Rights		(Excluding
					securities
					reflected in
					column (a))
Plan Category	(a)		(b)		(c)

Equity compensation plans approved by security holders		3,145,000,000		.001		1,925,000

Equity compensation plans not approved by security holders		-0-		N/A		N/A

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of April 6, 2010, there were 5,253,908,229 shares of common stock issued and outstanding. The following table sets forth the beneficial ownership of the Company's common stock (i) by any person or group known by the Company to beneficially own more than 5% of the outstanding common stock, (ii) by each Director and executive officer and (iii) by all Directors and executive officers as a group. Unless otherwise indicated, the holders of the shares shown in the table have sole voting and investment power with respect to such shares.


Name and Address ⁽¹⁾	Number of Shares Beneficially Owned	Class	Percentage Beneficially Owned⁽²⁾
Steven Bonenberger, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors	70,082,710 4,335,000	Common Stock Series A Preferred⁽³⁾	1% 100%
Peter Burns, Director	50,000,000	Common Stock	*
Total for all directors and executive officers (2persons)	120,082,710 4,335,000	Common Series A Preferred	1% 100%
*Denotes less than 1%

(1)

Unless indicated otherwise, the address for each of the above listed is c/o Angel Acquisition Corp., 1802 N. Carson Street, Suite 212-3018, Carson City, Nevada 89701.

(2)

The above percentages are based on 5,253,908,229 shares of common stock, 4,335,000 shares of Series A Preferred Stock and 30,000,000 shares of Series B Preferred Stock issued and outstanding as of April 6, 2010.

(3)

The Company has ten million (10,000,000) shares of Series A Preferred Stock designated with each share of Series A being entitled to the voting equivalent of 1,000 shares of common stock and each share is convertible into 1,000 shares of the Company’s common stock. As of April 6, 2010, there were 4,335,000 shares of Series A outstanding.

(4)

The Company has fifty million (50,000,000) shares of Series B Preferred Stock designated with each share of Series B being entitled to the voting equivalent of 100 shares of common stock and is convertible on a 1 for 100 basis into shares of the Company’s common stock. As of April 6, 2010., there were 30,000,000 shares of Series B outstanding.

This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

None.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

The aggregate fees billed by Gruber & Company, LLC for professional services rendered for the audit of Angel Acquisition Corp.’s financial statements for the fiscal year 2009 and 2008 were $30,000 and $30,000, respectively.

AUDIT-RELATED FEES

None.

ALL OTHER FEES

There were no other fees billed by Gruber & Company, LLC for professional services rendered, other than as stated under the captions Audit Fees, Audit-Related Fees, and Tax Fees.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS

The Company currently does not have a designated Audit Committee, and accordingly, the Company's Board of Directors' policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Company's Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.

ITEM 15. EXHIBITS.


Exhibit No.		Identification of Exhibit

3.1**		Articles of Incorporation.
3.2**		Articles of Amendment to Articles of Incorporation.
3.3**		Articles of Amendment to Articles of Incorporation
3.4**		Certificate of Change.
3.5**		Certificate of Correction to the Certificate of Change.
3.6**		Certificate of Amendment to the Certificate of Designation for the Series B Preferred Stock.
3.7**		Certificate of Designation for the Series A Preferred Stock.
3.8**		Certificate of Designation for the Series C Preferred Stock.
3.9**		Articles of Amendment to Articles of Incorporation
3.10 **		Articles of Amendment to Articles of Incorporation
3.11**		Bylaws.
10.1**		Steven Bonenberger Employment Agreement dated January 1, 2009
14**		Code of Ethics
21*		Subsidiaries
31.1*		Certification of Steven Bonenberger, President, Director and Chief Executive Officer of Angel Acquisition Corp., pursuant to 18 U.S.C. 1350, as adopted pursuant to 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Steve Bonenberger, Treasurer, Chief Financial Officer and Director of Angel Acquisition Corp., pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Steven Bonenberger, President, Director and Chief Executive Officer of Angel Acquisition Corp., pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Steve Bonenberger, Treasurer, Chief Financial Officer and Director of Angel Acquisition Corp., pursuant to 18 U.S.C Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith. ** Previously Filed

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

ANGEL ACQUISITION CORP.

Date:

By /s/Steve Bonenberger

Steve Bonenberger, Chief Executive Officer and Principal Financial Officer

(On behalf of the Registrant)

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


SIGNATURE	TITLE	DATE

/s/ Steve Bonenberger
Steve Bonenberger	Director	May 14, 2010

/s/ Peter Burns	Director	May 14, 2010
Peter Burns

GRUBER & COMPANY, LLC

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF

ANGEL ACQUISITION CORP.

We have audited the accompanying consolidated balance sheet of Angel Acquisition Corp. as of December 31, 2009 and 2008 and the related consolidated statements of operations, shareholders’ equity, and cash flows for the years ended December 31, 2009 and 2008. These consolidated 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 standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of the Company's internal control over its financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Angel Acquisition Corp. as of December 31, 2009 and 2008 and the results of its consolidated operations and cash flows for the years ended December 31, 2009 and 2008 in conformity with accounting principles generally accepted in the United States of America.

The cash flow statement for the year ended December 31, 2008 has been restated to correct errors.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the financial statements conditions exist which raise substantial doubt about the Company’s ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations. Those conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Gruber & Company, LLC

Lake Saint Louis, Missouri

May 12, 2010

ANGEL ACQUISITION CORP. F/K/A PALOMAR ENTERPRISES, INC.

BALANCE SHEETS


		December 31,

Assets		2009		2008

Current assets
Cash and cash equivalents	$	13,144	$	--

Property, plant and equipment, net		1,254,402		1,280,107
Property held for resale		496,000		--
Other assets		--		69,709

Total assets		1,763,546		1,349,816

Liabilities and Stockholders' Deficit

Current liabilities
Notes payable		1,572,588		1,512,740
Bank overdraft				5,103
Accrued expenses		11,093		27,517
Accrued derivative liability		280,293		1,593,296
Due to related party		480,878		72,630
Total current liabilities		2,344,852		3,211,286

Notes payable, net of current maturities		1,224,508		1,233,326

Total liabilities		3,569,360		4,444,612

Stockholders' equity
Series A preferred stock, $.00001 par value, 10,000,000
shares authorized, 4,335,000 and 9,000,000 shares
issued and outstanding		43		90
Series B preferred stock $.00001 par value, 50,000,000
shares authorized 30,000,000 shares issued or
outstanding		300		300
Series C preferred stock, $.00001 par value, 30,000,000
shares authorized, no shares issued and outstanding
Common stock, 25,000,000,000 shares authorized,
par value $.00001, 3,923,408,229 and 65,475,301		--		--
shares issued and outstanding		39,234		655
Additional paid-in capital		19,431,562		18,682,042


Accumulated deficit		(21,276,953)		(21,777,883)
Total stockholders' equity (deficit)		(1,805,814)		(3,094,796)

Total liabilities and stockholders' equity	$	1,763,546	$	1,349,816

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

ANGEL ACQUISITION CORP. F/K/A PALOMAR ENTERPRISES, INC.
STATEMENT OF OPERATIONS


		Year Ended
		December 31,
		2009		2008

Revenues	$	221,807	$	264,797

Cost of sales		143,181		125,411

Gross margin		78,626		139,386

Operating expenses
General and administrative		211,677		660,106
Facilities and rent		44,479		43,953
Payroll and related costs		300,000		291,520
Consulting legal and professional		329,052		418,906

Total expenses		885,208		1,414,485

Loss from operations	$	(806,582)	$	(1,275,099)

Other income (expense)
Interest expense		(78,348)		(201,606)
Change in derivative liability		1,313,002		(995,196)
Loss on sale of property		--		(278,863)
Forgiveness of debt		72,856		425,295
Total other expense		1,307,510		(1,050,370)

Income (loss) from continuing operations		500,928		(2,325,469)

Loss from discontinued operations		--		(258,907)

Net income (loss)		500,928		(2,584,376)

Net loss per share from continuing operations		0.04%		-14.84%
Net loss per share from discontinued operations		--		-1.65%
	$	0.04%	$	-16.49%

Weighted average number of common shares


used in per share calculations		1,302,378,304		15,668,721

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

ANGEL ACQUISITION CORP. F/K/A PALOMAR ENTERPRISES, INC.

STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008


					Series A		Series A		Series B		Series B		Additional				Retained		Total
	Common		Common		Preferred		Preferred		Preferred		Preferred		Paid-in		Subscription		Earnings		Shareholders'
	Shares		Stock		Shares		Stock		Shares		Stock		Capital		Receivable		(Deficit)		Equity


Balance December 31, 2007		872,805		9		9,000,000		90		30,000,000		300		17,558,515		(488,591)		(19,193,507)		(2,123,184)
Shares issued for services		8,265,000		83										237,167						237,250
Shares issued for debt reduction		56,337,496		563										31,874						32,437
Reduction of Subscription														(128,713)		488,591				359,878
Net Loss for the year																		(2,584,376)		(2,584,376)
Spin-Off of Subsidiary														983,199						983,199

Balance December 31, 2008		65,475,301		655		9,000,000		90		30,000,000		300		18,682,042		-		(21,777,883)		(3,094,796)
Shares issued for services		480,000,000		4,800										253,200						258,000
Shares issued for debt reduction		3,277,932,928		32,779										497,271						530,050
Series A conversion into common stock		100,000,000		1,000		(100,000)		(1)						(1,000)						--
Series A returned to treasury						(4,565,000)		(46)						46						-
Net Loss for the year																		500,928		500,928
		3,923,408,229		39,234		4,335,000		43		30,000,000		300		19,431,562		-		(21,276,955)		(1,805,814)

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

ANGEL ACQUISITION CORP. F/K/A PALOMAR ENTERPRISES, INC.

STATEMENT OF CASH FLOWS


		Year Ended
		December 31,
		2009		2008
				(Restated)
Cash flows used for operating activities
Net income (loss)	$	500,928	$	(2,584,376)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation		25,704		21,250
Stock issued for services		258,000		237,250
Change in derivative liability		(1,313,002)		995,196
Forgiveness of debt		(72,856)		(425,295)
Loss on sale of property		--		278,863
Non-cash gain on sale of property		--		983,199
Changes in operating assets and liabilities
Prepaid expenses		69,709		24,533
Accounts payable and accrued expenses		(16,424)		(202,466)

Cash flows used for operating activities		(547,941)		(671,846)

Cash flows from investing activities
Proceeds from sale of property		--		463,000
		--
Cash flows from investing activities				463,000

Cash flows from financing activities
Proceeds from (repayment of) notes payable		403,818		186,451
Advances from related parties		162,370
Cash overdraft		(5,103)		5,103
Cash flows from financing activities		561,085		191,554

Increase in cash and cash equivalents		13,144		(17,292)

Cash and cash equivalents - Beginning of period		---		17,292

Cash and cash equivalents - End of period	$	13,144	$	--

Supplemental Disclosures regarding cash flows
Interest paid	$	67,255	$	106,307


Income taxes paid		---		---

Non-cash financing activities
Stock issued for compensation	$	258,000	$	237,250
Stock issued to retire debt		530,050		32,437

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

ANGEL ACQUISITION CORP. F/K/A PALOMAR ENTERPRISES, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009 AND 2008

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Palomar Enterprises, Inc. formerly the Company was incorporated on March 10, 1999 in accordance with the laws of the State of Nevada. On February 5, 2008 Palomar changed its name to Angel Acquisition Corp to properly reflect the change in business direction.

The Company assists private companies in the process of going public as well as being a licensed mortgage broker and developer.

NOTE 2 - PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. Actual results could differ from those estimates.

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented The Company is in the real estate development and mortgage business employing 13 real estate brokers.

NOTE 3 - GOING CONCERN UNCERTAINTY

The Company has been unable to generate sufficient operating revenues and has incurred operating losses.

The Company is operating as a mortgage broker and real estate developer. However, the Company is dependent upon the available cash on hand and either future sales of securities or upon its current management and/or advances or loans from controlling shareholders or corporate officers to provide sufficient working capital.

The Company has now changed its direction and while continuing in the mortgage business is now concentrating on taking private companies public.

There is no assurance that the Company will be able to obtain additional funding through the sales of additional securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company. It is the intent of management and controlling shareholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity.

However, there is no legal obligation for either management and/or controlling shareholders to provide such additional funding.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

The financial statements do not include any adjustments that might result from this uncertainty.

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Cash and cash equivalents

The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly- liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

2. Basis of Presentation

In April of 2008 the Company sold its subsidiary the Blackhawk Fund. .(See Note 10 – Discontinued Operations

On February 5, 2008 the Company effectuated a 300 to 1 reverse stock split-all financial statements have been retroactively stated to record this reverse split.

3. Research and development expenses

Research and development expenses are charged to operations as incurred. There were no research and development costs incurred in the periods.

4. Advertising expenses

Advertising and marketing expenses are charged to operations as incurred. Advertising expenses for the periods ending December 31, 2009 and 2008 was $23,370 and $24,966.

5. Revenue recognition

The Company generates revenue from the sale of real estate, brokerage commissions, rental properties and mortgage loan originations. Revenues from real estate sales and commissions are recognized on execution of the sales contract. The Company records gross commissions on the sales of properties closed. The Company pays the broker of record five percent of all transactions and 100 percent of personal sales. This is in accordance with standard procedures. The Company compensates its independent agents on a sliding scale between 70 and 80 percent based on productivity. The Company also recognizes sales when it sells properties that have been held for sale when their renovation is complete. Revenue is recognized at "closing".

The Company has not recognized any revenue form its new business plan.

6. Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes.” ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements.

7. Earnings (loss) per share

Basic earnings (loss) per share are computed by dividing the net income (loss) by the weighted-average number of shares of common stock and common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method. The calculation of fully diluted earnings (loss) per share assumes the dilutive effect of the exercise of outstanding options and warrants at either the beginning of the respective period presented or the date of issuance, whichever is later. As of September 30, 2008, the Company's outstanding warrants are considered anti-dilutive.

8. Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 accounting period. Actual results could differ from those estimates.

9. Fair Value of Financial Instruments

For certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and convertible debt, the carrying amounts approximate their fair values due to their short maturities.

ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

The following table represents our assets and liabilities by level measured at fair value on a recurring basis at December 31, 2009.


Accrued derivative liability		-		$280,293		-

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2010, FASB issued ASU 2010-9 Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements ("ASU 2010-9"). ASU 2010-9 amends disclosure requirements within Subtopic 855-10. An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC's requirements. ASU 2010-9 is effective for interim and annual periods ending after June 15, 2010. The Company does not expect the adoption of ASU 2010-09 to have a material impact on its consolidated results of operations or financial position.

In January 2010, FASB issued ASU 2010-6 Improving Disclosures about Fair Measurements ("ASU 2010-6"). ASU 2010-6 provides amendments to subtopic 820-10 that require separate disclosure of significant transfers in and out of Level 1 and Level 2 fair value measurements and the presentation of separate information regarding purchases, sales, issuances and settlements for Level 3 fair value measurements. Additionally, ASU 2010-6 provides amendments to subtopic 820-10 that clarify existing disclosures about the level of disaggregation and inputs and valuation techniques. ASU 2010-6 is effective for financial statements issued for interim and annual periods ending after December 15, 2010. The Company does not expect the adoption of ASU 2010-06 to have a material impact on its consolidated results of operations or financial position.

In January 2010, FASB issued ASU 2010-2 Accounting and Reporting for Decreases in Ownership of a Subsidiary- a Scope Clarification ("ASU 2010-2"). ASU 2010-2 addresses implementation issues related to the changes in ownership provisions in the Consolidation—Overall Subtopic (Subtopic 810-10) of the FASB Accounting Standards Codification, originally issued as FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. Subtopic 810-10 establishes the accounting and reporting guidance for noncontrolling interests and changes in ownership interests of a subsidiary. An entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary. Upon deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value. The gain or loss includes any gain or loss associated with the difference between the fair value of the retained investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated. In contrast, an entity is required to account for a decrease in ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction. ASU 2010-2 is effective for the Company starting January 1, 2010. The Company does not expect the adoption of ASU 2010-2 to have a material impact on the Company's consolidated results of operations or financial position.

In December 2009, FASB issued ASU 2009-17 Consolidations (Topic 810) Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities ("ASU 2009-17"). ASU 2009-17 amends the FASB ASC for the issuance of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). The amendments in ASU 2009-17 replace the quantitative-based risks and rewards calculation for determining which enterprise, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. ASU 2009-17 also requires additional disclosures about an enterprise's involvement in variable interest entities. ASU 2009-17 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of ASU 2009-17 to have a material impact on its consolidated results of operations or financial position.

In December 2009, FASB issued ASU 2009-16 Transfers and Servicing (Topic 860) Accounting for Transfers of Financial Assets ("ASU 2009-16"). ASU 2009-16 amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 166, Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140. The amendments in ASU 2009-16 improve financial reporting by eliminating the exceptions for qualifying special-purpose entities from the consolidation guidance and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. In addition, the amendments require enhanced disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. ASU 2009-16 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of ASU 2009-16 to have a material impact on its consolidated results of operations or financial position.

In August 2009, FASB issued ASU 2009-5 Fair Value Measurements and Disclosures (Topic 820) Measuring Liabilities at Fair Value ("ASU 2009-5"). ASU 2009-5 provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures-Overall, for the fair value measurement of liabilities. ASU 2009-5 clarifies that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value. ASU 2009-5 was effective for the Company for interim and annual periods ending after September 30, 2009. The adoption of ASU 2009-5 did not have a material impact on the Company's consolidated results of operations or financial position.

In August 2009, FASB issued ASU 2009-4 Accounting for Redeemable Equity Instruments—an Amendment to Section 480-10-S99 ("ASU 2009-4"). ASU 2009-4 represents a Securities and Exchange Commission ("SEC") update to Section 480-10-S99, Distinguishing Liabilities from Equity. The adoption of guidance within ASU 2009-4 did not have an impact on the Company's consolidated results of operations or financial position.

In June 2009, FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—A Replacement of FASB Statement No. 162, (now codified within ASC 105, Generally Accepted Accounting Principles ("ASC 105")). ASC 105 establishes the Codification as the single source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. All guidance contained in the Codification carries an equal level of authority. Following this statement, FASB will not issue new standards in the form of statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates, which will serve only to: (1) update the Codification; (2) provide background information about the guidance; and (3) provide the bases for conclusions on the change(s) in the Codification. ASC 105 was effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Codification supersedes all existing non-SEC accounting and reporting standards. The adoption of ASC 105 did not have an impact on the Company's consolidated results of operations or financial position.

In May 2009, FASB issued SFAS No. 165, Subsequent Events, (now codified within ASC 855, Subsequent Events ("ASC 855")). ASC 855 establishes the general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC 855 was effective for the Company on April 1, 2009. The adoption of ASC 855 did not have a material impact on the Company's consolidated results of operations or financial position.

In April 2009, FASB issued Staff Position ("FSP") No. 115-2 and FSP 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (now codified within ASC 320, Investments—Debt and Equity Securities ("ASC 320")). ASC 320 provides greater clarity about the credit and noncredit component of an other-than-temporary impairment event and more effectively communicates when an other-than-temporary impairment event has occurred. ASC 320 amends the other-than-temporary impairment model for debt securities. The impairment model for equity securities was not affected. Under ASC 320, an other-than-temporary impairment must be recognized through earnings if an investor has the intent to sell the debt security or if it is more likely than not that the investor will be required to sell the debt security before recovery of its amortized cost basis. This standard was effective for interim periods ending after June 15, 2009. The adoption of ASC 320 did not have a material impact on the Company's consolidated results of operations or financial position.

In April 2009, FASB issued FSP 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (now codified within ASC 820, Fair Value Measurements and Disclosures). ASC 820 provides guidelines for making fair value measurements more consistent and provides additional authoritative guidance in determining whether a market is active or inactive and whether a transaction is distressed. ASC 820 is applied to all assets and liabilities (i.e., financial and non-financial) and requires enhanced disclosures. This standard was effective for periods ending after June 15, 2009. The adoption of ASC 820 did not have a material impact on the Company's consolidated results of operations or financial position.

In April 2009, FASB issued FSP 107-1 and Accounting Principles Board 28-1, Interim Disclosures about Fair Value of Financial Instruments (now codified within ASC 825, Financial Instruments ("ASC 825")). ASC 825 requires disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements. ASC 825 was effective for interim periods ending after June 15, 2009. The adoption of ASC 825 did not have a material impact on the Company's consolidated results of operations or financial position.

In June 2008, FASB issued Staff Position—Emerging Issues Task Force 03-6-1, Dettermining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (now codified within ASC 260, Earnings Per Share ("ASC 260")). Under ASC 260, unvested share based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. ASC 260 was effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years and requires retrospective application. The adoption of ASC 260 did not have a material impact on the Company's earnings per share calculations.

In April 2008, FASB issued FSP 142-3, Determination of the Useful Life of Intangible Assets (now codified within ASC 350, Intangibles—Goodwill and Other ("ASC 350")). ASC 350 provides guidance for determining the useful life of a recognized intangible asset and requires enhanced disclosures so that users of financial statements are able to assess the extent to which the expected future cash flows associated with the asset are affected by our intent and/or ability to renew or extend the arrangement. ASC 350 was effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. The adoption of ASC 350 on January 1, 2009 did not impact the Company's consolidated results of operations or financial position.

In March 2008, FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (now codified within ASC 815, Derivatives and Hedging ("ASC 815")). ASC 815 requires enhanced disclosures about an entity's derivative and hedging activities aimed at improving the transparency of financial reporting. ASC 815 was effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The adoption of ASC 815 did not have any impact on the Company's consolidated results of operations or financial position.

In December 2007, FASB issued SFAS No. 141(R), Business Combinations (now codified within ASC 805, Business Combinations ("ASC 805")). ASC 805 establishes principles and requirements for how the acquirer in a business combination recognizes and measures in its financial statements the fair value of identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at the acquisition date. ASC 805 significantly changes the accounting for business combinations in a number of areas, including the treatment of contingent consideration, preacquisition contingencies, transaction costs and restructuring costs. In addition, under ASC 805, changes in an acquired entity's deferred tax assets and uncertain tax positions after the measurement period will impact income tax expense. The provisions of this standard will apply to any acquisitions we complete on or after December 15, 2008. The adoption of ASC 805 did not have an impact on the Company's consolidated results of operations or financial position.

In December 2007, FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB No. 51 (now codified within ASC 810, Consolidation ("ASC 810")). ASC 810 changes the accounting and reporting for minority interests, which is recharacterized as noncontrolling interests and classified as a component of equity. This new consolidation method significantly changes the accounting for transactions with minority interest holders. The provisions of ASC 810 were applied to all noncontrolling interests prospectively, except for the presentation and disclosure requirements, which were applied retrospectively to all periods presented and have been disclosed as such in our consolidated financial statements herein. ASC 810 became effective for fiscal years beginning on or after December 15, 2008. The Company adopted ASC 810 effective January 4, 2009. The adoption of ASC 810 did not have an initial material impact on the Company’s consolidated results of operations or financial position.

In September 2006, FASB issued SFAS No. 157, Fair Value Measurements (now codified within ASC 820). ASC 820 provides guidance for using fair value to measure assets and liabilities. Under ASC 820, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The guidance within ASC 820 became effective for financial statements issued for fiscal years beginning after November 15, 2007; however, the FASB provided a one year deferral for implementation of the standard for non-recurring, non-financial assets and liabilities. The Company adopted ASC 820 for non-financial assets and non-financial liabilities effective January 1, 2009, which did not have any effect on its consolidated results of operations or financial position.

NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash, notes receivable, accounts payable, accrued liabilities and notes payable, as applicable, approximates fair value due to the short-term nature of these items. The fair value of the related party notes payable cannot be determined because of the Company's affiliation with the parties with whom the agreements exist. The use of different assumptions or methodologies may have a material effect on the estimates of fair values.

NOTE 6 - RELATED PARTY TRANSACTIONS

As of December 31, 2009, the Company is indebted to its officer, Steve Bonenberger, in the amount of $480,878 of loans and accrued compensation. Terms are without interest payable on demand.

NOTE 7 – PROPERTY
Property and equipment consisted of the following at December 31, 2009:


Building	$ 1,395,612
Office equipment	27,080
Total	1,422,692
Less: Accumulated depreciation	(168,290)

Property & equipment, net	$1,254,402

Assets are being depreciated from five to forty years using the straight line method.

NOTE 8 - NOTES PAYABLE

Notes payable at December 31, 2009 are comprised of the following:


Note payable to lending institution, original balance of $980,000 interest at 7.5% per annum. Requires monthly principal and interest payments of 6,852 through 2034. Collateralized by building.			$748,508

Convertible debentures payable to an investor group, interest at 8% due no later than March 2009.			1,022,559

Mortgage payable secured by a building, 7.875% interest only for ten years			496,000

Convertible note to investors past due 20% interest			35,029

Credit line from a bank up to 500,000 interest only at one percent over prime.			495,000



		Total	$2,797,096

		Less current portion	1,572,588
		Total long-term portion	$ 1,224,508

NOTE 9 - LEASES

Our corporate headquarters are located in Carson City, Nevada, whereby we lease space for approximately $100 a month. The lease is scheduled to expire on December 31, 2010.

NOTE 10 - DISCONTINUED OPERATIONS

In April 2008 the Company authorized the disposal of its ninety eight percent interest in The Blackhawk Fund. The Company sold the stock in its subsidiary to an unrelated third party for $463,000, consisting of $463,000 in cash.. Included in notes receivable is an amount due from the former subsidiary of $720,896 due without interest upon demand, which has been reserved for in full as doubtful to collect at December 31, 2008

Income (loss) from discontinued operations consists of direct revenues and direct expenses of The Blackhawk Fund. A summary of the operating results included in discontinued operations in the accompanying statement of operations is a follows:


	Year Ended
	December 31,
	2008
Revenues	$ 15,200

Cost of goods sold	-

Gross profit	-

Operating expenses	(229,690)

Loss from operations	(214,490)

Other expense	(44,417)

Net loss	$ (258,907)

NOTE 11 - DERIVATIVE LIABILITY

The Company is accounting for the conversion option in the Convertible Note and the conversion price in the Securities Purchase Agreement and the associated warrants as derivative liabilities in accordance with SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” and EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to and Potentially Settled in a Company’s Own Stock” due to the fact that the conversion feature and the warrants both have a variable conversion price.

The fair value of the Convertible Note was determined utilizing the Black-Scholes stock option valuation model. The significant assumptions used in the valuation are: the exercise price as noted above; the stock price as of December 31, 2009; expected volatility of 66%; risk free interest rate of approximately 4.50%; and a term of one year.

NOTE 12 - STOCKHOLDERS’ EQUITY

Preferred Stock

During the year ended December 31, 2009, the Company converted 100,000 shares of Series A preferred stock into 100,000,000 shares of common stock. These shares were issued based upon the exemption from registration found in Section 4(2) of the Securities Act.

In connection with Brent Fouch’s resignation from his position as Treasurer, Chief Financial Officer and Director of the Company effective January 26, 2009, Mr. Fouch returned 4,565,000 shares of Series A preferred stock beneficially to the Company’s treasury which was beneficially held by him.

Common Stock

In the second quarter of 2008 the Company issued 200,000 shares of stock for services of $10,000 and 119,800 shares of stock for a reduction of debt of $5,153.

In the third quarter of 2008 the Company issued 7,218,300 shares of stock 1,218,300 for debt of $17,013 and 6,000,000 for services of $150,000.

In the final quarter of 2008 the Company issued 1,500,000 shares for services valued at $13,500 and 54,998,000 shares for debt reduction of $11,525.

During the year ended December 31, 2009, the Company issued 340,000,000 shares to non-affiliated parties for services totaling $229,000, 650,000,000 shares were issued for officer and director accrued payroll compensation valued at $65,000 and 2,627,932,928 shares were issued for debt reduction totaling $531,301. These shares were issued based upon the exemption from registration found in Section 4(2) of the Securities Act. In addition, during year ending December 31, 2009, the Company issued 140,000,000 shares for services valued at $29,000. These shares were issued under an S-8 registration statement.

NOTE 13 – RESTATEMENT OF FINANCIAL STATEMENTS

The Company restated certain elements of the cash flows to record adjustments related to sale of subsidiary and other adjustments related to non-cash financing activities. The following table details the specific changes:


		For the year Ended December 31, 2008 As originally stated	For the year Ended December 31, 2008 Adjustment		For the year Ended December 31, 2008 Restated

Cash flows used for operating activities
Net income (loss)	$	(2,584,376)		$	(2,584,376)
Minority interest in net loss		---	(109,635)	A	(109,635)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation		28,386	7,136	A	21,250
Stock issued for services		237,250			237,250
Change in derivative liability		995,196			995,196
Forgiveness of debt		---	(425,295)	A	(425,295)
Loss on sale of property		---	278,863	A	278,863
Non-cash gain on sale of property		---	983,199	A	983,199
Other Assets		24,113	24,113	A	-

Changes in operating assets and liabilities
Prepaid expenses		---	24,533	A	24,533
Accounts payable and accrued expenses		21,525	(223,991)	A	(202,466)

Cash flows used for operating activities		(1,387,559)	(715,713)	A	(671,846)

Cash flows from investing activities
Capital expenditures		983,199	983,199	A	---
Proceeds from sale of property		-	463,000	A	463,000

Cash flows from investing activities		983,199	520,199	A	463,000



Cash flows from financing activities
Reduction of debt		(197,980)		(197,980)	A	---
Proceeds from (repayment of) notes payable		187,630		1,179	A	186,451
Stock issued for reduction of debt		32,437		32,437	A	---
Proceeds from sale of common stock		359,878		359,878	A	---
Advances from related parties
Cash overdraft		5,103				5,103
Cash flows from financing activities		387,068				191,554

Increase in cash and cash equivalents		(17,292)				(17,292)

Cash and cash equivalents - Beginning of period		17,292				17,292

Cash and cash equivalents - End of period	$	---			$	---

Supplemental Disclosures regarding cash flows
Interest paid	$	106,307			$	106,307
Income taxes paid		---				---

Non-cash financing activities
Stock issued for compensation	$	---	A	237,250	$	237,250
Stock issued to retire debt		---	A	32,437		32,437

A – To record adjustments related to sale of subsidiary and other adjustments related to non-cash financing activities.

Description

Liabilities