CHRISTIAN STANLEY INC - FORM S-1/A

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EX-23.1 - CHRISTIAN STANLEY INC	v197217_ex23-1.htm

As filed with the Securities and Exchange Commission on

Registration No. 333-155357

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 4

FORM S-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

CHRISTIAN STANLEY, INC.

(Exact name of registrant as specified in its charter)

California	6199	20-4433804
State or other jurisdiction of	Primary Standard Industrial	(I.R.S. Employer
incorporation or organization	Classification Code Number)	Identification Number)

12100 Wilshire Boulevard, Suite 800

Los Angeles, California 90025

310/806-9440

(Address, including zip code, and telephone number, including area code

of registrant’s principal executive offices)

Daniel C.S. Powell

12100 Wilshire Boulevard, Suite 800

Los Angeles, California 90025

310/806-9440

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

with copy to

Lee W. Cassidy, Esq.

Cassidy & Associates

215 Apolena Avenue

Newport Beach, California 92662

949/673-4510 949/673-4525(fax)

Approximate Date of Commencement

of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨

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

Large accelerated filer		¨	Accelerated filed		¨
Non-accelerated filed		¨	Smaller reporting company		x

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

CALCULATION OF REGISTRATION FEE

Proposed

Amount

Maximum

Amount of

Title of Each Class of

to be

Offering Price

Aggregate

Registration

Securities to be Registered

Registered

Per Unit

Offering Price

Fee

Total Minimum Common Stock

200,000 shares

5.00

1,000,000

Total Maximum Common Stock

4,000,000 shares

5.00

20,000,000

786

(1)	There is no current market for the securities and the price at which the Shares are being offered has been arbitrarily determined by the Company and used for the purpose of computing the amount of the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended.

(2)	$ 4,048 previously paid by electronic transfer.

The information contained in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and these securities may not be sold until that registration statement becomes effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

Subject to Completion, Dated ______, 2010

CHRISTIAN STANLEY, INC.

Minimum of 200,000 shares and a maximum of 4,000,000 shares of

common stock offered by the Company at $5.00 per share

This prospectus relates to the offer and sale of up to a maximum of 4,000,000 shares of common stock of Christian Stanley, Inc., (the "Shares"), a California company (the “Company”),no par value per share, to be offered from time to time by the Company at a price of $5.00 per share.

A minimum of 200,000 Shares must be sold by the Company before the offering can be closed. The Company may have additional closings thereafter from time to time during the offering period. The maximum number of Shares that can be sold pursuant to the terms of this offering is 4,000,000. All funds received before the initial closing of the offering will be held in escrow pursuant to an escrow agreement with Sunwest Trust Company. If the minimum offering amount is not met by the date of termination of the offering, all funds, without interest thereon or risk of loss, will be promptly returned to the subscribers less the greater of the escrow agent disbursement fee of $100 or 1/10th of 1% of the subscribers invested amount. Funds received after the initial closing will be immediately available to the Company for use by it. Once the initial minimum offering amount is met and the initial closing occurs, then there is no fixed amount or number of Shares that must be reached or sold before the next closing can occur.

The offering will terminate 24 months from the date of this prospectus unless earlier fully subscribed or terminated by the Company. The Company intends to maintain the currency and accuracy of this prospectus and to sell the Company Shares for a period of up to two years, unless earlier completely sold, pursuant to Rule 415 of the General Rules and Regulations of the Securities and Exchange Commission. All costs incurred in the registration of the Shares are being borne by the Company.

Prior to this offering, there has been no public market for the Company’s common stock. No assurances can be given that a public market will develop following completion of this offering or that, if a market does develop, it will be sustained. The offering price for the Shares has been arbitrarily determined by the Company and does not necessarily bear any direct relationship to the assets, operations, book or other established criteria of value of the Company. The Shares will become tradeable on the effective date of the registration statement of which this prospectus is a part.

All or some Shares may be sold by the officers and directors of the Company including Daniel Powell, its chief executive officer, Mona Salem, its chief financial officer, Omar Salem, its chief operating officer, and Anand S. Gupta, its senior manager. None of these officers or employees will receive any commission or compensation for the sale of the Shares. The Company has no current arrangements nor has entered into any agreement with any underwriters, broker-dealer or selling agents for the sale of the Shares. If the Company can locate and enter into an arrangement, the Shares will be sold through such licensed underwriter, broker-dealer and/or selling agent.

	Assumed Price		Placement		Proceeds
	To Public		Agent discount (1)		to the Company
Per Common Stock Share	$	5.00 per share	$	0.50 per share	$	4.50 per share
Total Minimum 200,000 shares	$	1,000,000	$	100,000	$	900,000
Total Maximum Offering	$	20,000,000	$	2,000,000	$	18,000,000

(1) Assumes an underwriters discount or commission of 10%. The Company does not know if it will enter an arrangement with any underwriter or placement agent but if such arrangement is entered into, the Company expects it will pay customary commission amounts.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

These securities involve a high degree of risk. See “RISK FACTORS” contained in this prospectus beginning on page 4.

Christian Stanley

12100 Wilshire Boulevard, Suite 800

Los Angeles, California 90025

310/806-9440

Prospectus dated __________________, 2010

TABLE OF CONTENTS

Prospectus Summary		2
Risk Factors		6
Forward Looking Statement		13
Use of Proceeds		13
Determination of Offering Price		15
Dividend Policy		15
Dilution		15
Plan of Distribution		16
Description of Securities		17
The Business		18
The Company		24
Plan of Operation		29
Management's Discussion and Analysis of Financial Condition and Results of Operations		35
Management		40
Executive Compensation		41
Security Ownership of Certain Beneficial Owners and Management		42
Certain Relationships and Related Transactions		43
Shares Eligible for Future Sales		44
Legal Matters		44
Experts		44
Disclosure of Commission Position of Indemnification for Securities Act Liabilities		45
Financial Statements

Part II		46

Other Expenses of Issuance and Distribution		46
Indemnification of directors and Officers		46
Recent Sales of Unregistered Securities		46
Exhibits		47
Undertakings		47
Signatures		50

Until _______________, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PROSPECTUS SUMMARY

This summary highlights some information from this prospectus, and it may not contain all the information important to making an investment decision. A potential investor should read the following summary together with the more detailed information regarding the Company and the common stock being sold in this offering, including “Risk Factors” and the financial statements and related notes, included elsewhere in this prospectus.

The Company

History and Development of the Company

The Company is a development stage company incorporated in California in March, 2006 to serve as the successor entity to Christian Stanley, LLC, a California limited liability company formed June 1, 2004. The Company was initially established primarily to serve as a liaison and broker in the secondary market for life insurance policies known generally as “life settlements”.

The Company intends to develop its services as a liaison between sellers of life insurance policies and buyers of such policies, primarily institutions. In addition to acting as a liaison and matching sellers of life settlements with buyers, the Company may directly purchase life settlements. In such event, the Company intends to bundle a group of such Company-owned life settlements into packages, register these packages as securities on a federal and state level and sell interests in such securities. The Company does not intend to sell fractional interests in life settlement policies. The Company solely intends to offer bundles of life settlement policies as registered securities under the Securities Act of 1933.

On February 10, 2009, the Company entered into an agreement with Life Settlements International, LLC, a New York based company with contacts with broker-dealers in the New York area. Life Settlements International has agreed to serve as a producer of life settlements for the Company. Through its relationship with New York based broker-dealer firms, Life Settlements has access to a large pool of potential life settlement sellers. Life Settlements International will obtain and purchase life settlements and the Company will purchase the policies from Life Settlements International. The Company will bundle several or more of the purchased life settlement contracts into packages which it will offer and sell as securities to institutional and retail investors.

On February 15, 2009, the Company entered into an agreement with Settlement Benefits Association ("SBA"). Settlement Benefits Association is a national broker in the life settlements market and provides brokerage services to the Company. Settlement Benefits Association will process life settlements and will facilitate obtaining a life settlement or viatical settlement offer. SBA provides the Company with access to the institutional life settlement market. The Company and SBA will negotiate fees corresponding to each transaction on a case-by-case basis.

The Company completed its first transaction at the end of 2008 in which it served as a broker for the sale and purchase of a life settlement policy. The Company has not completed any additional transactions. The Company intends to use its relationships with SBA and Life Settlements International to develop both a network of buyers and a pool of sellers of life settlements.

Risks and Uncertainties facing the Company

Development of a source of sellers and a network of potential purchasers. As a development stage company, the Company has no operating history and has experienced losses since its inception. The Company’s independent auditors have issued a report questioning the Company’s ability to continue as a going concern. That is, the Company needs to create a source of revenue or locate additional financing in order to continue its developmental plans. As a development stage company, management of the Company has no prior experience in the purchasing and pricing of life settlement policies and has little experience in the life settlement business nor in the securitization of life settlement packages.

One of the biggest challenges facing the Company is the identifying and targeting a large volume of potential sellers of the life insurance policies and purchasers of the policies, primarily institutions. As a developing company, the Company is in the process of establishing such an on-going supply of sellers and potential purchasers. To reach potential sellers of life insurance policies, the Company anticipates utilizing television, radio, public relations, print media, and internet advertising to create a larger awareness of life settlement transactions as a viable wealth management tool and as a method of an immediate influx of money. The Company believes the best way to reach this market is generally through media advertising and through life insurance professionals and, to a lesser extent, through professionals engaged in estate planning, such as attorneys, accountants, and financial planners. The Company hopes that it can establish an on-going network of such professionals that would identify and source to the Company potential life settlement sellers.

Similarly the Company will initially rely on media advertising and life insurance professionals and, to a lesser extent, professionals engaged in estate planning, such as attorneys, accountants, financial planners, insurance professionals and brokers to refer life settlement purchasers to it by which it hopes to create a network of purchasers for life settlement policies.

The Company initially started advertising for client purchasers of life settlements in 2004, but has only just started, through its relationships with Life Settlements International, SBA and International Benefits, to develop a network of potential buyers and producers. If the Company were unable to develop these a source of potential sellers and a network of institution purchasers of life settlement policies, it is unlikely that it could develop its operations to return revenue sufficient to further develop its business plan.

The Life Settlement Business

A life settlement is the sale of the right to be the beneficiary and owner of an existing life insurance policy for a cash payment that is normally greater than the policy’s cash surrender value and less than the death benefit. These transactions involve the purchase for investment purposes of the life insurance policies typically of terminally ill persons (“viatical” settlements) or persons over 65 at a discount to their face value. The Company intends to make a market for these transactions by matching sellers and purchasers. The Company intends to locate life insurance policy sellers, conduct an analysis of the policy value, complete the background disclosure (health releases and reports, medical summaries, etc.) and then offer the policy on an auction basis to several purchasers, primarily large institutional investors.

The Company is in the process of developing and creating its life settlement business. In order to establish the life settlement business, the Company needs to identify a continuing source of potential life insurance sellers and a network of potential purchasers of the such insurance plans. As a developing company, the Company is in the process of establishing such an on-going supply of sellers and potential purchasers. To reach potential sellers of life insurance policies, the Company anticipates utilizing television, radio, public relations, print media, and internet advertising to create a larger awareness in the public of life settlement transactions as a viable wealth management tool and as a method of an immediate influx of money. The Company believes the best way to reach this market is generally through media advertising and through life insurance professionals and, to a lesser extent, through professionals engaged in estate planning, such as attorneys, accountants, and financial planners.

The Company believes that institutions will be the primary source as life settlement purchasers. The Company intends to present life settlement policies to institutional purchasers. The Company hopes that by presenting such policies to several potential purchasing institutions, that a bidding and auction will develop for each policy. The Company realizes that the life settlement business is not a well-known or highly visible industry and the Company will need to attract the interest of potential purchasers. The Company intends to present to such institutions the relatively risk-free monetary value to these institutions of the purchase of life settlements. The Company hopes to develop a network of institutions that are interested in making purchases of life settlements.

In addition, the Company intends to develop and offer securitized portfolios of life settlement contracts to qualified institutional investors which will provide the original funders of the life insurance settlements a liquid and profitable exit strategy and provide a versatile financial instrument. The Company anticipates that it will purchase, with some of the proceeds from this offering, several life settlements and will bundle these policies together to form life settlement packages. These packages will be registered as securities on a federal and state level and the equity interests in these registered securities will be sold. The Company does not intend to sell fractional interests in life settlement policies. The Company solely intends to offer bundles of life settlement policies as registered securities under the Securities Act of 1933.

The Company also intends to develop an “incubator” life settlement market comprised of pre-market policies purchased from insureds several years prior to reaching the life settlement age standard of 65 years. As part of its development, the Company anticipates acting as a consultant to certain businesses desiring to add life settlement brokerage activities to their portfolios. These business plans are based on the Company’s ability to market the life settlement industry and develop the awareness of such industry and the potential profitability of participating in such life settlement transactions. The Company must develop its strategy to adapt to the marketability and awareness of life settlements and as such any of the areas in which the Company anticipates to develop may have obstacles that may delay such development as the Company’s target market, both for sales and purchases of life insurance policies, becomes increasingly aware of such market.

Trading Market

Currently, there is no trading market for the securities of the Company. The Company intends to initially apply for admission to quotation of its securities on the OTC Bulletin Board as soon as possible which may be while this offering is still in process. There can be no assurance that the Company will qualify for quotation of its securities on the OTC Bulletin Board. See “RISK FACTORS” and “DESCRIPTION OF SECURITIES”.

The Offering

A minimum of 200,000 Shares must be sold by the Company before the offering can close. The Company may have additional closings thereafter from time to time during the offering period. The maximum number of Shares that can be sold pursuant to the terms of this offering is 4,000,000. The offering will terminate 24 months from the date of this prospectus unless earlier fully subscribed or terminated by the Company.

Common stock outstanding before the offering		81,062,917	(1)

Maximum number of shares of common stock offered by the Company		4,000,000

Common stock outstanding after the offering if maximum number sold		85,062,917	(2)

Offering Price	$	5.00 per share

Proceeds to the Company	$	20,000,000	(2) (3)

(1)

Based on number of shares outstanding as of the date of this prospectus.

(2)

Assumes the sale of the maximum number of Shares.

(3)

The Company will offer the Shares directly without payment to any officer or director of any commission or compensation for sale of the Shares. The Company will also attempt to locate broker-dealers or selling agents to participate in the sale of the Shares. In such cases, the Company will pay customary selling commissions and expenses of such sales which would reduce the proceeds to the Company.

All funds received before the initial closing of the offering will be held in escrow pursuant to an escrow agreement with Sunwest Trust Company, Albuquerque, New Mexico, an independent third party. Sunwest Trust Company is not a bank but serves as an independent escrow agent. If, in the event, the Company engages an underwriter for this offering, it will change the escrow agent to a banking institution pursuant to the rules of Securities Exchange Act of 1934. If the minimum offering amount is not met by the date of termination of the offering, all funds, without interest thereon, will be promptly returned to the investors less the greater of the escrow agent disbursement fee of $100 or 1/10th of 1% of the subscribers invested amount. Funds received after the initial closing will be will be immediately available to the Company. Once the initial minimum offering amount is met and the initial closing occurs, then there is no fixed amount or number of Shares that must be reached or sold before the next closing can occur.

Summary Financial Information

The statements of operations data for the six months ended June 30, 2010 and 2009 and the balance sheet data at June 30, 2010 are derived from our unaudited condensed financial statements and related notes thereto included elsewhere in this prospectus. The statement of operations data for the years ended December 31, 2009 and 2008 and the balance sheet data as of December 31, 2009 are derived from our audited financial statements and related notes thereto included elsewhere in this prospectus.

	Six months ended June 30,
	2010			2009			Year Ended December 31,
	(Unaudited)			(Unaudited)			2009			2008
Statement of operations data
Revenue	$	–		$	9,500		$	10,000		$	11,250
Net loss	$	(387,377	)	$	(212,158	)		(405,264	)		(608,503	)
Net loss per share, basic and diluted		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Weighted average number of shares outstanding, weighted and diluted		81,062,917			81,062,917			80,062,917			80,963,924

	June 30,
	2010			December 31,
	(unaudited)			2009
Balance sheet data
Cash and cash equivalents	$	392,895		$	1,776
Working capital deficiency		(617,032	)		(834,134	)
Total assets		404,452			4,057
Total stockholders’ deficiency		(1,219,230	)		(837,853	)

RISK FACTORS

A purchase of any Shares is an investment in the Company’s common stock and involves a high degree of risk. Investors should consider carefully the following information about these risks, together with the other information contained in this prospectus, before the purchase of the Shares. If any of the following risks actually occur, the business, financial condition or results of operations of the Company would likely suffer. In this case, the market price of the common stock could decline, and investors may lose all or part of the money they paid to buy the Shares.

The Company's independent registered public accounting firm have issued a report questioning the Company's ability to continue as a going concern.

The report of the Company's independent registered public accounting firm contained in the Company's financial statements for the years ended December 31, 2009 and 2008 includes a paragraph that explains that the Company has experienced recurring losses and has a stockholders' deficiency at December 31, 2009. These matters raise substantial doubt regarding the Company's ability to continue as a going concern.

The Company must develop a life settlement referral network in order to create a sufficient volume of potential life settlement transactions to develop and expand its business plan.

An impediment to the Company’s development and expansion in the life settlement market could be the difficulty in identifying a large volume of potential sellers. While the target market is narrow and traditional media is expensive, the Company anticipates utilizing television, radio, public relations, print media, and internet advertising to create name recognition of Christian Stanley as a life settlement broker. The Company believes the best way to reach this market is generally through media advertising and through life insurance professionals and, to a lesser extent, through professionals engaged in estate planning, such as attorneys, accountants, financial planners, insurance professionals and brokers. The Company will rely heavily on this type of network to refer life settlement purchasers to it. The relationships with these professionals is essential to the Company’s operations. The Company does not anticipate entering into contractual arrangements with the brokers, financial planners or other professionals and they are free to do business with competitors. In addition, the pool of referring professionals is relatively small, which can increase the Company’s reliance on its existing relationships. A failure to create such a network would leave the Company without product to sell to its institutional providers and would seriously impede the ability of the Company to develop as a life settlement broker.

Although the Company has been actively soliciting business since 2004, it has not yet developed a pool of sellers of life settlement policies nor a network of institutional or private buyers of such potential life settlement policies.

The Company has advertised, primarily in the print media, for client purchasers of life settlements, whether as individual policies or packages as a group since 2004 and has only recently served as a broker for its first life settlement transaction. The Company has not developed a pool of sellers of life settlements policies nor a network of purchasers for such policies, but the Company has entered into relationships with Life Settlements International and SBA, which relationships the Company believes will be instrumental in developing such pools and networks.

The Company is a development-stage company with no operating history of its own and as such an investor cannot assess the Company’s profitability or performance.

Because the Company is a development-stage company with no operating history, it is impossible for an investor to assess the performance of the Company or to determine whether the Company will meet its projected business plan. The Company has limited financial results upon which an investor may judge its potential. Since 2004 the Company has advertised, primarily in the print media, for client purchasers of life settlements, whether as individual policies or packages as a group and has only recently completed its first transaction in which it served as broker for the sale and purchase of a life settlement policy. As a Company emerging from the development-stage, it may in the future experience under-capitalization, shortages, setbacks and many of the problems, delays and expenses encountered by any early stage business. An investor will be required to make an investment decision based solely on the Company’s management’s history and its projected operations in light of the risks, expenses and uncertainties that may be encountered by engaging in the life settlement industry.

The Company has short term debt obligations on outstanding promissory notes that it will have to pay.

Beginning March 2, 2009, through May 3, 2010, the Company issued various promissory notes with a face amount of $1,029,848 with interest rates ranging from 5% to 12% per annum. The promissory notes were issued for aggregate proceeds of $996,592 resulting in discounts of $33,256. At June 30, 2010, a total of $957,966, net of debt discount of $22,302, was outstanding on the promissory notes. During the six months ended June 30, 2010, the Company made principal payments on the notes payable totaling $49,580. The Company does not intend to use proceeds from this offering to pay these promissory notes.

The Company is a development-stage company and has little experience in purchasing and pricing life settlement policies.

The Company is a development-stage company and as such has little experience in purchasing life settlements or pricing such settlements for purchase and subsequent sale. Such lack of experience may result in the Company experiencing difficulty in determining a price for any particular life settlement and may cause to pay more than a competitive price or may result in it not making any such purchase. If the Company consistently overpays for life settlement policies, it will likely be unable to resell the policy to an institution or other large purchaser. In addition, overpayment may make it difficult to bundle the life settlement policies into a securitized format for resale. The Company maintains a relationship with Settlement Benefits Association and Life Settlements International for guidance and access to personnel with experience in purchasing and pricing life settlements.

Reliance on third party agreements and relationships for development of the Company's business.

The Company has entered into relationships with Settlement Benefits Association and Life Settlements International. These companies will serve the Company in obtaining a source of life settlement policies, locating purchasers of the policies and acting as the licensed brokerage arm to complete the transaction. Until the Company can develop its own internal licensed brokerage or acquired one already licenses, the Company will be dependent on the SBA for closing its primary transactions. Similarly, the Company is highly dependent on the assistance of Life Settlements International in locating sources of life settlements and purchasers for the life settlement policies. If the Company lost the services of either of these companies prior to it having developed an internal structure of sourcing potential life insurance sellers and purchasers and employing or contracting with licensed brokerage individuals to handle effecting the transactions, the Company would not be able to functionally continue until and unless it were able to find alternate sources of sellers and purchasers and licensed brokers.

The Company will require additional capital in order to execute its business plan.

The Company is a development-stage company, has limited operations and is relying on this offering to finance its development and operations. As of June 30, 2010, the Company had accumulated losses of $3,280,347. The Company will require additional capital in order to execute its current business plan and as a result, the Company may not be able to successfully implement its business model. The Company estimates it will likely require approximately $1,000,000 to begin its initial development of basic sales and marketing and will need up to the maximum offering amount of $20,000,000 to execute its business plan as herein described. If the Company raises an amount less that the projected amount, it will not be able to develop all aspects of its business plan and will develop such plan more incrementally.

The Company is a development stage company and has a correspondingly small financial and accounting organization. Being a public company may strain the Company's resources, divert management’s attention and affect its ability to attract and retain qualified directors.

The Company is a development stage company with a finance and accounting organization that has been geared toward its operations as a small privately owned company; however, the rigorous demands of being a public reporting company will require a larger finance and accounting group. As a public company, the Company will be subject to the reporting requirements of the Securities Exchange Act of 1934. The requirements of these laws and the rules and regulations promulgated thereunder entail significant accounting, legal and financial compliance costs, and have made, and will continue to make, some activities more difficult, time consuming or costly and may place significant strain on the Company's personnel, systems and resources.

The Securities Exchange Act requires, among other things, that the Company maintain effective disclosure controls and procedures and internal control over financial reporting. In order to establish the requisite disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight are required. As a result, management’s attention may be diverted from other business concerns, which could have a material adverse effect on the Company's business, financial condition and results of operations.

The Company’s independent registered public accounting firm has identified material weaknesses in the Company’s financial reporting process.

The Company’s independent registered public accounting firm has identified material weaknesses in its financial reporting process with respect to lack of segregation of duties and lack of sufficient personnel to effectively address US GAAP accounting and financial reporting requirements the Company is subject to. The Company plans to remediate these material weaknesses by, among other things, hiring sufficient personnel with public company experience in financial reporting and internal control compliance. However, any failure to meet the reporting obligations or to produce timely and reliable financial information, and to effectively prevent fraud, could cause investors to lose confidence in the Company’s reported financial information, which could have a negative impact on its financial condition and stock price.

These rules and regulations may also make it difficult and expensive for the Company to obtain director and officer liability insurance. If the Company is unable to obtain adequate director and officer insurance, its ability to recruit and retain qualified officers and directors, especially those directors who may be deemed independent, will be significantly curtailed.

If the Company is unable to generate sufficient cash from operations, it may find it necessary to curtail development and operational activities.

The Company has an extensive business plan hinged on its ability to match sellers of life insurance policies known generally as “life settlements” (policies taken on persons shortened life expectancies i.e. terminally ill or elderly persons) with purchasers of those insurance policies. If the Company is unable to locate a sufficient number of holders of such life settlement policies or to locate a sufficient number of purchasers (generally large institutions) of such policies, then it would not be able to proceed with its business plan or possibly to develop operations at all.

The Company is not experienced in acquisitions and its use of proceeds to purchase a broker-dealer firm or other entity may be unfeasible or difficult.

The Company has earmarked approximately 17% of anticipated proceeds for acquisitions (unless only the minimum offering amount is raised in which case the earmark for acquisitions constitutes approximately 47% of anticipated proceeds). It will use the first $100,000 of these earmarked amounts specifically for the acquisition of a broker-dealer. The Company believes that the acquisition of a broker-dealer firm will facilitate the securitization of life settlement packages, will assist in developing a pool of potential life settlement sellers and will provide additional contacts to potential life settlement purchasers. However, the Company has not experience in the acquisition of a broker-dealer or with any acquisitions. Because of such lack of experience in acquisitions, the Company may find it more difficult to finalize any such transaction on terms acceptable to it. In addition, other than proceeds raised from the offering, the Company does not have the financial resources to undertake any such acquisition.

Every life insurance policy acquired under a life settlement transaction is different and each policy purchased is typically negotiated on an arms-length basis so it is difficult to create projections or forecasts of revenue.

There is no fixed formula that applies to the acquisition of a life insurance policy as each policy is negotiated based on variables particular to each individual. As such, it is difficult to make accurate forecasts of possible life settlement stream and commissions arising therefrom. Without such financial forecasts the Company may not be able to effectively plan for its development or use of resources.

An unanticipated increase in premiums or failure to pay premiums by the life settlement purchaser could result in a lapse and cancellation of the policy which would result in no death benefit payout.

The purchaser of the policy in a life settlement is required to pay all subsequent premiums due over the life of the policy acquired. Failure to pay premiums when due can result in termination (lapse) of the policy and the loss of the investment in that policy. Premiums generally will increase, on an annual basis, although such an increase is not expected to exceed 10% per year. Expectation of this percentage as a maximum annual increase is based upon historical experience of insurance policies generally, and could be significantly more, as many insurance policies do not guarantee premium rates and such rates may be increased. It is possible that the premiums, over a period of years, may increase so as to negate any positive cash flow that would have been received on the payment of the death benefit.

The Company will operate in markets that may change dramatically and is heavily dependent on a sufficient number of institutional purchasers committing to the industry.

The Company will operate in the viatical and age-based life settlement markets. The viatical settlement market is approximately 15 years old. While this market saw significant growth in its initial years as a result of the AIDS epidemic, the market growth in recent years has moderated somewhat. The age-based life settlement market is less than a decade old. How and to what extent both markets will develop is uncertain. As more insureds become aware of life settlements as a financial planning option, the Company expects the size of the market to grow substantially. While the Company believes that it can originate and place age-based life settlements as well as viatical settlements, any dramatic growth will depend heavily upon the entry of institutional purchasers. Until a sufficient number of institutional purchasers commit to this industry and create a relatively stable demand, the Company’s financial performance during any period could be dramatically affected by the entry or departure from the market of one or more institutional providers. Whether the Company can attract institutional purchasers will depend on its ability to convince these purchasers that it can originate sufficient numbers of qualified policies for purchase and that the Company’s policy analysis and pricing practices are sound.

The Company’s president and founder beneficially owns and will continue to own a majority of the Company’s common stock and, as a result, can exercise control over shareholder and corporate actions.

Mr. Daniel C.S. Powell, the founder and president of the Company, is currently the beneficial owner of approximately 79% of the Company’s outstanding common stock, and assuming sale of all the Shares, will own 75% of the Company's then outstanding common stock upon closing of the offering. As such, he will be able to control most matters requiring approval by shareholders, including the election of directors and approval of significant corporate transactions. This concentration of ownership may also have the effect of delaying or preventing a change in control, which in turn could have a material adverse effect on the market price of the Company’s common stock or prevent shareholders from realizing a premium over the market price for their Shares of common stock.

The Company depends on its president and founder to manage its business effectively.

The Company's future success is dependent in large part upon its ability to understand and develop the business plan and to attract and retain highly skilled managerial, sales and marketing personnel. In particular, due to the relatively early stage of the Company's business, its future success is highly dependent on its president and founder, to provide the necessary experience and background to execute the Company's business plan. The loss of his services could impede, particularly initially as the Company builds a record and reputation, its ability to develop its objectives, particularly in its ability to develop a core of institutional purchasers of the life settlement policies and as such would negatively impact the Company's possible development.

Investigation by the Securities and Exchange Commission of the earlier sale of the Company’s shares may adversely affect the Company.

In July, 2008, the California Regional Office of the Securities and Exchange Commission (the "SEC") opened a formal order of investigation of the president of the Company, Daniel C.S. Powell. Although the status of such investigation and its specific nature are unclear, it appears that its principal focus is whether the private sales of the Company’s stock to date has complied with the rules and regulations governing the such private sales of securities. Depending upon its initial findings after review, the SEC may determine to expand its investigation to include the Company. If the SEC determines that the rules governing the private sale of securities have been violated, it may impose a variety of remedies, including requiring that a recision offer be made to the purchasers of the stock, by which investors would receive back their investment funds with interest. If the SEC made a determination of fraud, it would have additional remedies available including fines and/or the temporary or permanent bar of Mr. Powell from acting as an officer, director or control person of a public company. The Company does not have the financial ability to complete an offer of recision to its investors and such a determination would likely have a severe adverse impact on the ability of the Company to continue to attempt to develop operations. Similarly, the imposition of a permanent or temporary bar of Mr. Powell from acting as an officer or director of a public company would require Mr. Powell’s resignation from such offices with the Company and would also likely have a severe adverse impact on the ability of the Company to continue. Since its initial contact with Mr. Powell, there has been no further contact by the SEC with Mr. Powell and the nature and status of any investigation remain unclear.

The Company will depend on growth in the life settlement market in order to develop and establish itself as a life settlement broker.

While the market for viatical life settlements will provide opportunity for growth, the Company believes that the greater opportunity for growth lies in the age-based life settlement market. However, the are many factors which will affect this market. Growth of the age-based life market and the Company’s entrance into and expansion within the market may be negatively affected by a variety of factors, including:

· the inability to locate sufficient numbers of life settlors and agents to source life settlors;

· the inability to convince potential settlors of the benefits of life settlements;

· the inability to attract new institutional purchasers and securitization participants;

· competition from other life settlement companies;

· negative publicity about the market; and

· the adoption of additional governmental regulation.

In addition, the life settlement market may evolve in ways the Company has not anticipated and it may be unable to respond in a timely or cost-effective manner. If the life settlement market fails to grow as quickly as or in the directions anticipated, the Company’s development, business, financial condition and operations would be materially adversely affected.

Potential life settlement purchasers will depend on the Company’s abilities to predict life expectancies and if such predictions are generally inaccurate, the Company will lose purchasers.

A purchaser's investment return from a life settlement depends primarily on the demise of the insured. The Company will price life settlements based on the anticipated life expectancy of an insured and, for viatical settlements, on a medical analysis of the insured. For life settlements, life expectancies are estimated from medical and actuarial data based on the historical experiences of similarly situated persons. The data is necessarily based on averages involving mortality and morbidity statistics. The outcome of a single settlement may vary significantly from the statistical average. It is impossible to predict any one insured’s life expectancy exactly. In addition, unanticipated medical advances and new pharmaceuticals may be introduced that will make such earlier actuarial data inaccurate. To mitigate the risk that an insured will outlive the predicted life expectancy, viatical and age-based life settlement purchasers must be able to bear a non-liquid investment for an indeterminate period of time.

If the Company underestimates average life expectancies, purchasers will not realize anticipated returns, demand for the Company’s product will fall, and purchasers will invest their funds elsewhere. In addition, amounts escrowed for premiums may be insufficient to keep the policy in force. If the Company overestimates average life expectancies, the settlement prices offered life settlors will fall below market levels, supply will decrease, and life settlors will opt for other alternatives.

To foster the integrity of its pricing systems, the Company anticipates using both in-house and outside experts and research, including published actuarial data. Either over- or underestimation of life expectancies could result in a loss of on-going purchasers or providers, and those losses could have a material adverse effect on the Company’s business, financial condition, and results of operations.

Government regulation could negatively impact the business.

At least 36 states have now adopted some version of the model viatical and life settlement law promulgated by the National Association of Insurance Commissioners or another form of regulation governing viatical settlement companies in some way. These laws generally require the licensing of viatical providers and brokers, require the filing and approval of viatical settlement agreements and disclosure statements, and describe the content of disclosures that must be made to potential settlors, describe various periodic reporting requirements for viatical settlement companies and prohibit certain business practices deemed abusive. Settlement Benefits Association ("SBA") will assist the Company by as acting as facilitator when certain licenses may be required for the filing and approval of viatical settlements. The Company intends to act as a facilitator and liaison in matching the seller of the life insurance policy with the purchaser of the life insurance policy. SBA will assist the Company by processing all documentation, escrow, and funding procedures related to viatical settlements and life settlement transactions. SBA is a licensed viatical and life settlement broker organized in the State of Florida and is authorized to conduct viatical and life settlement transactions in all 50 states. SBA is one of the premier licensed life settlement brokerage firms in the United States and its licensure is renewed annually, or as required by the State of florida. SBA will not assist the Company in obtaining any viatical licensure. SBA will process life settlement cases on behalf of the Company.

Because the industry is relatively new and because there has been a history of certain abuses in the industry, particularly in the viatical settlement market, the Company believes that there may be increased regulation on both a state and federal level. It is impossible to predict what such regulation would encompass, but any regulation would most likely be at least include additional reporting requirements and possibly even regulation of additional aspects of the industry.

There has been no prior public market for the Company’s Shares and the lack of such a market may make resale of the stock difficult.

No prior public market has existed for the Company’s securities and the Company cannot assure any investor that a market will develop subsequent to this offering. An investor must be fully aware of the long-term nature of an investment in the Company. The Company intends to apply for quotation of its common stock on the OTC Bulletin Board as soon as possible which may be while this offering is still in process. However, the Company does not know if it will be successful in such application, how long such application will take, or, that if successful, that a market for the common stock will ever develop or continue on the OTC Bulletin Board. If for any reason the common stock is not listed on the OTC Bulletin Board or a public trading market does not otherwise develop, investors in the offering may have difficulty selling their common stock should they desire to do so. If the Company is not successful in its application for quotation on the OTC Bulletin Board, it will apply to have its securities quoted by the Pink OTC Markets, Inc., real-time quotation service for over-the-counter equities.

The Company does not intend to pay dividends to its stockholders, so investors will not receive any return on investment in the Company prior to selling their interest in it.

The Company does not project paying dividends but anticipates that it will retain future earnings for funding the Company’s growth and development. Therefore, investors should not expect the Company to pay dividends in the foreseeable future. As a result, investors will not receive any return on their investment prior to selling their Shares in the Company, if and when a market for such Shares develops. Furthermore, even if a market for the Company’s securities does develop, there is no guarantee that the market price for the shares would be equal to or more than the initial per share investment price paid by any investor. There is a possibility that the shares could lose all or a significant portion of their value from the initial price paid in this offering.

The Company’s stock may be considered a penny stock and any investment in the Company’s stock will be considered a high-risk investment and subject to restrictions on marketability.

If the Shares commence trading, the trading price of the Company's common stock may be below $5.00 per share. If the price of the common stock is below such level, trading in its common stock would be subject to the requirements of certain rules promulgated under the Securities Exchange Act of 1934, as amended. These rules require additional disclosure by broker-dealers in connection with any trades generally involving any non-NASDAQ equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Such rules require the delivery, before any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith, and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally institutions). For these types of transactions, the broker-dealer must determine the suitability of the penny stock for the purchaser and receive the purchaser’s written consent to the transactions before sale. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in the Company’s common stock which could impact the liquidity of the Company’s common stock.

Forward-Looking Statements

This prospectus contains, in addition to historical information, certain information, assumptions and discussions that may constitute forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially than those projected or anticipated. Actual results could differ materially from those projected in the forward-looking statements. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, the Company cannot assure an investor that the forward-looking statements set out in this prospectus will prove to be accurate. The Company’s businesses can be affected by, without limitation, such things as natural disasters, economic trends, international strife or upheavals, consumer demand patterns, labor relations, existing and new competition, consolidation, and growth patterns within the industries in which the Company competes and any deterioration in the economy may individually or in combination impact future results.

USE OF PROCEEDS

The Company will receive proceeds from the sale of the Shares assuming the minimum offering of 200,000 shares is concluded. The Company does not know how many Shares may be sold or the aggregate amount of proceeds it may receive from sales. The Company anticipates that it will use the proceeds from the sale of any of the Shares as listed below. If less than the maximum number of Shares offered is sold and less than the maximum proceeds are received, the Company anticipates that the use of proceeds listed below will be proportionately reduced where possible.

	If all 4,000,000		If 2,000,000		If 1,000,000			If 200,000
	Shares sold		Shares sold		Shares sold			Shares sold
	($20,000,000)		($10,000,000)		($5,000,000)			($1,000,000)

Sales and Marketing and office Administration	$	2,250,000	$	1,125,000	$	562,500		$	500,000
Mergers and Acquisitions (1)		3,500,000		1,750,000		875,000			475,000
Life Settlement Securitization and Incubator Program		7,000,000		3,500,000		1,750,000	(5)		-
Shareholder "Collateral Fund"(2)		4,000,000		2,000,000		1,000,000			-
Public Relations and Advertising		2,250,000		1,125,000		562,500			-
Placement Agent Fees (5%) (3)(4)		1,000,000		500,000		250,000			25,000

Total	$	20,000,000	$	10,000,000	$	5,000,000		$	1,000,000

(1) The Company may acquire companies that it believes will assist in the development and sale of the life-settlement process such as broker-dealers and has earmarked approximately the first$100,000 of the money allocated for mergers and acquisitions in the acquisition of a broker-dealer firm. In 2009, the Company entered into a preliminary agreement to purchase a broker-dealer and deposited $20,000 into an escrow account but subsequently the transaction was canceled and escrow funds, minus expenses, returned.

(2) As a method of protecting shareholders and providing some risk management, the Company has determined to create what it calls a "shareholder collateral fund". The funds will be placed in a special segregated account and used to buy life settlement policies for the account of the Company for the interests of the shareholders to protect against principal loss. These funds and the policies purchased for the account of the Company are intended to be separate from the policies that the Company purchases for securitization. The Company anticipates that with $4,000,000 it will use $3,000,000 to purchase $30,000,000 of life settlement policies and use the remaining $1,000,000 to pay the premiums. Likewise if 2,000,000 Shares are sold, the Company will allocate $2,000,000 for the shareholder collateral fund from which it will use $1,500,000 to purchase $15,000,000 of life settlement policies and use the remaining $500,000 to pay the premiums on these policies until maturity. Proceeds from the death benefits corresponding to these life settlement policies will be used to underpin the principal of investors.

(3) The Company is seeking an underwriter, broker-dealer or selling agent to sell the Shares. The Company has not entered into any arrangements with any underwriter, broker-dealer or selling agent as of the date of this prospectus.

(4) At the time of this prospectus, the Company has not located a broker-dealer or selling agent to sell the Shares. The Company does not know if and when it will be able to locate such any such broker-dealer or selling agent. While it is seeking a broker-dealer or selling agent to sell the Shares, the Company, through its officers, will offer the Shares to current shareholders as well as contacts. Based on the foregoing, the Company is estimating that probably at least 50% of the sale of the Shares will be made by officers of Company before the Company can locate, negotiate and finalize any arrangement with any underwriter. Officers will not receive any commissions for any sales of the Shares.

(5) The $1,750,000 noted would be used for the incubator program. The Company anticipates that approximately $2,500,000 is needed to start the securitization program.

Discussion of Use of Proceeds Items

Sales and Marketing: The Company hopes to capitalize on the life settlement market opportunity by investing in branding the “Christian Stanley” name through sales and marketing campaigns. The company's sales and marketing department will be bifurcated into retail and institutional divisions, which maintain products and services tailored for each respective market. The Company intends to employ national television, radio, billboards, electronic-billboards, call centers, print media, internet advertising, and word-of-mouth marketing to build consumer awareness and confidence in the Company and its products and services. The Marketing Division will be focused on creating business-to-business relationships with national organizations that will be effective in cross-marketing the Company and its related products and services such as CPAs, insurance agents, business brokers, estate professionals, real estate professionals, and assisted-living centers. To foster these relationships, the Company intends to invest in trade conferences, trade publications, venture partnerships, and institutional call centers.

Mergers and Acquisitions: The Company will be actively seeking to acquire a broker-dealer firm upon conclusion of this offering. The Company anticipates that it will use the approximately $100,000 of the funds earmarked for acquisitions in order to acquire such a firm. The Company has entered into a Prospective Buyer Agreement with Broker Dealer Exchange, a company engaged in the business of introducing prospective buyers to prospective sellers. The Company will put the greater of $20,000 or 10% of the purchase price in escrow at the time of an introduction and negotiations with such a broker-dealer firm are commenced. If the Company enters into an acquisition from an introduction by Broker Dealer Exchange, it will pay Broker Dealer Exchange a finders fee of not more than 10% of the acquisition price. The Company will not enter into any transaction with any contact introduced by Broker Dealer Exchange for a period of two years from the date of the agreement. The Company will also keep confidential the identity of all potential sellers introduced to it by Broker Dealer Exchange. The Company has not had any introductions as of the date of this prospectus and does not intend to seek any such acquisition until the offering has closed.

The Company’s growth strategy may employ mergers and acquisition activity as a growth catalyst. The Company may acquire target companies that it believes hold value when leveraged into the life settlement industry such as assisted-living centers or it may acquire companies that it believes will assist in the development and sale of the life-settlement process such as broker-dealers, industrial-loan company, call centers, sales and marketing, and public-relations.

Life Settlement Securitization: The Company intends to acquire life settlement that provide a positive rate of return upon maturity of the policy relative to the annual premiums and cost of acquisition. The Company intends to acquire life settlement assets and repackage these assets into derivative instruments, which are insurance-linked securities. These securities will be distributed to investors in the form of an exchange-traded fund structured by the Company that will enable investors to earn a rate-of-return predicated upon the performance of a reference portfolio of life settlement assets.

Public Relations and Advertising: The Company believes that at this present time, the American public is not fully aware of the life settlement asset market and the potential benefits that may be realized utilizing life settlement transactions. This dearth of awareness is, in the Company’s view, caused by the lack of active public relations campaigns predicted upon the life settlements market place. The Company intends to employ its brand and trademarks as tools to differentiate itself from competitors and create public awareness with respect to the industry. The Company intends to lobby law makers and legislatures at local, state, and national governmental levels for the purpose of bringing about positive regulations, greater knowledge, and balanced sociological perspectives concerning the life settlements industry and the products and services of the Company.

DETERMINATION OF OFFERING PRICE

There is no public market for the Company’s common stock and the price at which the Shares are being offered has been arbitrarily determined by the Company based on the Company’s belief in its internal projections, anticipated growth and market potential. This price does not necessarily bear any direct relationship to the assets, operations, book or other established criteria of value of the Company but represents solely the opinion of management that the Company will develop all or a portion of its business plan and will develop a market value. Although a development-stage .company, since 2004, the Company has spent considerable time and effort through advertising, marketing and public relations in developing a recognized name in the life settlements industry. The Company believes that because of its development of the brand name, it is positioned for development in the life settlement industry upon the raising of capital in this offering. The Company believes that such development and the products and services intended to be offered by the Company perform particularly well during periods of economic recession because life settlement transactions provide immediate capital to the seller and long-term gain for the purchaser. In addition, with the maturation of the senior demographic (the "baby boomer" generation), the life settlement market stands to grow substantially. The Company has based its $5.00 per share offering price on the what it views as the potential future value of the brand name and anticipated growth of the Company.

DIVIDEND POLICY

The Company does not anticipate that it will declare dividends in the foreseeable future but rather intends to use any future earnings for the development of the business.

DILUTION

Purchasers of the Shares may experience immediate dilution in the value of their shares of common stock. Purchasers in this offering will pay $5.00 per Share but immediately after purchase the value of those Shares will be reduced. Dilution represents the difference between the initial public offering price per share paid by purchasers and the net tangible book value per share immediately after completion of the offering. Net tangible book value per share is the net tangible assets of the Company (total assets less total liabilities less intangible assets), divided by the number of shares of common stock outstanding.

Prior to the offering, the Company had a net tangible book value deficiency of ($740,320) or $(0.01) per share with 81,062,917 shares of common stock outstanding.

The Company intends to sell up to 4,000,000 Shares at $5.00 per Share. This would result in an adjusted net tangible book value of $18,259,680 (assuming offering commissions of $1,000,000) with 85,062,917 shares of common stock outstanding or $0.21 per Share.

Assuming Sale of all 4,000,000 Shares (resulting in $20,000,000 in gross proceeds)

	Shares Purchased				Total Consideration
	Number		Percent		Amount			Percent

Existing Shareholders		81,062,917		95%	$	1,373,980			6	%
New Investors		4,000,000		5%		20,000,000			94	%

Total		85,062,917		100%	$	21,373,980			100	%

Assumed per Share offering price								$	5.00
Historical net tangible book value deficiency per share before offering as of June 30, 2010					$	(0.02	)
Pro forma increase to net tangible book value per share attributable to offering						0.21
Pro forma net tangible book value per share after this offering									0.19

Dilution per share to new investors								$	4.81

Assuming Sale of 2,000,000 Shares (resulting in $10,000,000 in gross proceeds)

	Shares Purchased				Total Consideration
	Number		Percent		Amount			Percent

Existing Shareholders		81,062,917		98%	$	1,373,980			11	%
New Investors		2,000,000		2%		10,000,000			89	%

Total		83,062,917		100%	$	11,373,980			100	%

Assumed per Share offering price								$	5.00

Historical net tangible book value deficiency per share before offering as of June 30, 2010					$	(0.02	)
Pro forma increase to net tangible book value per share attributable to offering						0.10
Pro forma net tangible book value per share after this offering									0.08

Dilution per share to new investors								$	4.92

PLAN OF DISTRIBUTION

As of the date of this prospectus, the Company has not entered into any arrangements with any underwriter for the sale of the Shares. The Company intends to attempt to locate an underwriter or broker-dealer or selling agent to sell the Shares. Some Shares may be sold by certain officers and directors of the Company, none of whom will receive any commission or compensation for the sale of the Shares. The Company has no arrangements nor has entered into any agreement with any underwriters, broker-dealer or selling agents for the sale of the Shares. The executive officers of the Company will be offering the Shares for sale without commission or payment. The offering will be presented by the Company primarily through mail, telephone, electronic transmission and direct meetings in those states in which it has registered the Shares.

A minimum of 200,000 Shares must be sold by the Company before the offering can be closed. The Company, at its sole discretion, may have additional closings thereafter from time to time during the offering period. The maximum number of Shares that can be sold pursuant to the terms of this offering is 4,000,000. All funds received before the initial closing of the offering will be held in escrow pursuant to an escrow agreement with Sunwest Trust Company, an independent third party. If the minimum offering amount is not met by the date of termination of the offering, all funds, without interest thereon or risk of loss, will be promptly returned to the subscribers less the greater of the escrow agent disbursement fee of $100 or 1/10th of 1% of the subscribers invested amount. Funds received after the initial closing will be will be immediately available to the Company. If the minimum offering amount is met and the initial closing occurs, then there is no fixed amount or number of additional Shares that must be sold before the next closing can occur.

The Company intends to maintain the currency and accuracy of this prospectus and to sell the Shares for a period of up to two years, unless earlier completely sold, pursuant to Rule 415 of the General Rules and Regulations of the Securities and Exchange Commission.

Pursuant to the provisions of Rule 3a4-1 of the Securities Exchange Act of 1934, none of the officers offering the Shares is considered to be a broker of such securities as (i) no officer is subject to any statutory disqualification, (ii) no officer is nor will be compensated by commissions for sales of the securities (iii)no officer is associated with a broker or dealer (iv) all officers are primarily employed on behalf of the Company in substantial duties and (v) no officer participates in offering and selling securities more than once every 12 months.

The offering will terminate 24 months following the date of this prospectus unless earlier closed.

Resales of the Securities under State Securities Laws

The National Securities Market Improvement Act of 1996 ("NSMIA") limits the authority of states to impose restrictions upon resales of securities made pursuant to Sections 4(1) and 4(3) of the Securities Act of companies which file reports under Sections 13 or 15(d) of the Securities Exchange Act. Resales of the Shares in the secondary market will be made pursuant to Section 4(1) of the Securities Act (sales other than by an issuer, underwriter or broker).

Escrow Agreement

The Company entered an agreement with Sunwest Trust Company, Albuquerque, New Mexico, to act as escrow agent for the offering. The escrow agent acts as a depository only without liability or responsibility for any other matters. Pursuant to the terms of the escrow agreement all funds raised will be deposited with the escrow agent who will place all funds in a non-interest bearing account. The escrow agent will receive: (i) a set-up fee of $150 as a one-time charge and (ii) disbursement fees of the greater of $100 or 1/10th of 1% of invested amount per each investor. The escrow agent shall hold the funds in the escrow account until

(i) the minimum subscription amount is met in which event the escrow agent will release the funds to the Company less the escrow agent's disbursement fee; or

(ii) the termination date is reached and the minimum subscription amount is not met in which event the escrow agent will return to each investor the amount of that investor's deposit less the escrow agent's disbursement fee.

DESCRIPTION OF SECURITIES

Capitalization

The Company is authorized to issue 100,000,000 shares of common stock of which 81,062,917 shares were outstanding as of the date of the registration statement of which this prospectus is a part.

Common Stock

The Company is registering 4,000,000 shares of its common stock for sale to the public at a price of $5.00 per Share.

Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the shareholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the board of directors in its discretion from funds legally available therefor. In the event of a liquidation, dissolution or winding up, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities.

Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock. The Company may issue additional shares of common stock which could dilute its current shareholder's share value.

No Trading Market

There is currently no established public trading market for the Company’s securities. A trading market in the securities may never develop.

Admission to Quotation on the OTC Bulletin Board

If the Company meets the qualifications, it intends to apply for quotation of its securities on the OTC Bulletin Board. The OTC Bulletin Board differs from national and regional stock exchanges in that it (1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers and (2) securities admitted to quotation are offered by one or more broker-dealers rather than the "specialist" common to stock exchanges. To qualify for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing.

Penny Stock Regulation

Penny stocks generally are equity securities with a price of less than $5.00 per share other than securities registered on national securities exchanges or listed on the Nasdaq Stock Market, provided that current price and volume information with respect to transactions in such securities are provided by the exchange or system. The penny stock rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prescribed by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. Because of these penny stock rules, broker-dealers may be restricted in their ability to sell the Company’s common stock. The foregoing required penny stock restrictions will not apply to the Company’s common stock if such stock reaches and maintains a market price of $5.00 per share or greater.

Dividends

The Company does not anticipate declaring dividends but utilizing any funds for further development of the technology and the marketing of its applications.

THE BUSINESS

The Business: Life Settlement Market

When an insured has a reasonably definable life expectancy because of terminal illness or because of advanced age, a present value for a life insurance policy can be reasonably calculated. This is the essence of pricing life settlement transactions. The life settlement market is a secondary market for life insurance policies. Life insurance is private property. Like cars, homes, stocks and bonds, it can be sold in accordance with applicable laws. An age-based life settlement is the sale by the owner of a life insurance policy on a person 65 years or older for a lump-sum of cash that is greater than the cash surrender value of the policy, but less than the death benefit of the policy. A viatical settlement is the sale of a life insurance policy by a terminally ill person.

The viatical settlement market is approximately 15 years old with its origins stemming from the onslaught of the AIDS epidemic and the immediate need for cash by victims of the epidemic. By selling the policy, the insured receives an immediate cash payment. The purchaser takes ownership of the policy at a discount to its face value and receives the death benefit under the policy when the settlor dies. The new owner is responsible for the continuing premiums due on the policy until death of the insured.

The age-based life settlement market is approximately ten years old. Life settlements are an attractive transaction to persons who purchased life insurance for income protection or estate planning, but no longer need the insurance due to growth in their investment portfolios or other changes in circumstances. Life settlements also appeal to persons who want to make immediate gifts to their beneficiaries. In these instances, the insured may feel the insurance is no longer needed. Life settlements are also an attractive transaction for the corporate owner of a keyman or insurance policy on an employee who no longer works for the Company and such insurance policy is no longer applicable. Because these policies often have substantially large face values, the purchasers of life policies are generally institutional purchasers.

In the past several years, the distinction between these two market segments has diminished and the markets have largely merged. State regulations govern both types of transactions in essentially the same manner, and the services provided by the Company for both types of transactions are the same. The term "life settlement transaction" used herein includes both viatical and age-based settlements unless the context indicates otherwise.

The Market

The Population Reference Bureau (“PRB”) World Population Report states that as of 2007 there were 302.2 million individuals living in the United States. As a result of declining birth rates and increasing longevity, the percentage of those 65 years or older in the US has risen to 12.6%or 36.2 million people. With the aging of the baby boomers, the 65 and older demographic is the fastest growing segment of the population. According to PRB, it is estimated that 20% of Americans will be over the age of 65 by 2030. This growing demographic provides the foundation of the Company’s target market.

While the Company anticipates that the industry will continue to expand, how and to what extent it will develop is uncertain. As more insureds become aware of life settlements as a financial planning option and the increase in the senior aged population, the Company expects the size of the market to grow substantially. The Company believes that with awareness the market for life settlements will grow as it offers owners of life insurance policies, aged 65 or greater, or those with a life expectancy of 15 years or less, a liquid cash conversion and exit strategy from life insurance policies that are displaced due to business restructuring, estate planning changes, budget constraints, or other variables. A life settlement provides an innovative wealth management tool particularly for individuals questioning their ability to continue to pay increasing large premiums for life insurance. The industry has developed partially as a result of these individuals who can no longer afford premium payments, and who wish a life settlement rather than letting their policy lapse or taking the cash-surrender value, typically much lower than the life settlement price. Life settlements are also available to owners of policies that have no cash-surrender value.

In a study entitled "Life Settlements: Additional Pressure on Life Profits" by Conning & Co. Research, a leading research firm in the insurance industry, estimated that senior citizens owned approximately $500 billion in life insurance in 2003, of which at least $100 billion was owned by seniors eligible for life settlements. Although this market niche is large, the public in general is uninformed about the life settlements industry. The Company views life settlements as an essential part of a comprehensive platform of financial services. Life settlement transactions are almost exclusively employed in an estate planning, business transfer, corporate structuring, risk management, or tax optimization context. Life settlements typically have a face value death benefit of no less than $100,000.

The Company believes that the following elements characterize the market of those who may consider a life settlement:

An insured:

Who is over 65 whose policy is beyond the two year contestable period;

Whose policy has a death benefit of at least $100,000;

Whose policy is a universal life or second-to-die policy with low cash surrender value;

Where the original purpose for the insurance may no longer exists and the current policy owner may no longer have a need for the policy death benefit;

Who has a change in financial condition and the premium is no longer affordable;

Who originally purchased a policy because of estate tax liability which is no longer be needed;

Who has a life threatening condition, such as AIDS.

Although, through its anticipated marketing program the Company plans to introduce the American financial planning community and the public to the benefits of life settlements for owners of life insurance policies, any significant growth will depend heavily upon the entry of institutional purchasers that purchase life insurance policies. With this in mind, the Company plans to develop securitization of the life insurance policies that it estimates will enhance liquidity in the marketplace and entice a greater number of institutional investors to participate in the life settlement market as such securitization will provide an exit strategy more likely available sooner than the payment of the death benefit itself.

In 2006, it is estimated that life settlement funding sources acquired approximately $14 billion worth of policies increasing to an estimated $15 billion in 2007 (see www.lisassociation.org/vlsaamembers/news/files). The Wharton Business School indicates that more than 20% of insurance policyholders over age 65 have policies whose value exceeds cash surrender value and that the industry will reach $15 billion in annual transactions by 2006.

Life settlement markets are segmented by length of life expectancy and policy face value. The amount of competition in these markets varies according to the demand for such policies. The Company believes the life settlement market in general will substantially increase during the next several years due to a number of factors. Market demand from purchasers may increase as the awareness among the financial markets in general of the value of life settlements as an investment vehicle grows. A favorable market demand will grow, in part, as a result of a continued cautious attitude of purchasers and a desire for returns which are not correlated to market indices. The Company believes that continued general economic uncertainty has led many purchasers to seek alternative investment strategies that diversify their portfolios and avoid economically sensitive investments. Life settlements provide diversification and are largely independent of the factors contributing to economic downturns, such as interest rate fluctuations and increasing fuel costs. The Company believes that interest from both individual and institutional purchasers will continue to grow steadily throughout the next several years.

Life Settlement Transactions

The Company’s role in a life settlement transaction will be to match settlors with purchasers. The Company intends to facilitate these transactions by identifying, examining, and analyzing the policies for the purchasers. The Company intends to locate potential life settlors through a network of agents (often referred to as “producers”) consisting of insurance brokers, accountants, lawyers, financial, estate planning and other professionals, obtained through referrals and through Internet and print media advertising. These sources of settlement policies will be compensated by the Company, probably on a fee base, when and if a policy is sold. The Company believes the economic incentive that sourcing life settlement policies will add to some of these providers, will create an economic synergy between the Company and the provider and will develop into a mutually profitable continual relationship. The Company anticipates that a provider may receive not only the fee from sourcing the life settlement but an ability to offer their clients a method to maximum proceeds through policy liquidation.

The Company anticipates that it will work with a sourcing network to establish a methodology to ascertain, document and measure the relative risk and adjusted value-added to a client’s portfolio and the effect of policy liquidation. No such sourcing network nor methodology been has yet been established although the Company has entered into an agreement with Life Settlements International, Inc. (described below) to serve as a producer of life settlement policies for the Company.

The Company intends to present life settlement policies to institutional providers of life settlements to create an auction-type of competitive bidding environment that will ensure profit maximization on behalf of clients. The Company hopes to develop a network of institutional and private buyers of the life settlement policies to whom the Company can offer the life settlement policies. The Company believes its relationships with Life Settlements International and Settlement Benefits Association (as discussed further below) will assist in developing both a network of buyers and a pool of sellers of life settlements.

The cash surrender value of a life policy does not reflect the true economic value of the asset in a competitive market environment because it is simply the lowest value, or floor value, of the life insurance policy, not necessarily its market value. Major factors affecting the size of a life settlement offer are age and health of insured, type of policy and cost of coverage, and state of residency.

The Company intends to serve as a supplier of policies to providers, funders and investors by doing policy analysis, life expectancy evaluations and gathering of all pertinent documentation such as medical and policy release authorization forms. The Company, as a life settlement broker, anticipates that it will be paid a commission for such services by the purchasers of life insurance policies. The Company intends to work exclusively with licensed, accredited, institutional funders to ensure that the highest level of transactional legitimacy is afforded to both institutional and retail clients.

Because of the initial high purchase price for a life settlement, institutions are the primary source as life settlement purchasers. The Company will present life settlement policies to institutional providers and create a competitive bidding environment. The Company will present life settlements for possible purchase to Settlement Benefits Association, a provider of life settlement transactional services, with which it has entered an exclusive contract for such offers.

Examples of Life Settlements

Examples. The following are some hypothetical examples of the use of life settlements and do not represent actual life settlements arranged by the Company. The Company has recently completed its initial life settlement transaction and the transactional processes described in the examples below are being developed by the Company as it transacts additional life settlements.

1. Economic Need. Mr. Smith age 75, owns a $500,000 life insurance policy with annual premiums of $25,000 and is unable to pay the premiums. The cash value is small or even zero. A life settlement transaction may immediately offer him as much as $100,000. Understanding that he can no longer afford the policy, Mr. Smith opts to enter into a life settlement and receive $100,000, rather than letting the policy lapse.

2. Flexible Tool. A widow in her early 80’s no longer needs multiple life insurance policies with increasing annual premiums; she owns a $3 million universal policy with a cash value of $69,000 and annual premiums of $68,000. Through a life settlement, she may be able to receive as much as $500,000 for the policy and eliminate the $68,000 annual premium. reinvest the $500,000 in a single-premium annuity and use the money she would have spent on the premiums to make $10,000 individual gifts to all five of her grandchildren and great-grandchildren.

3. Business Application. A company owns a $2 million key-man policy on its president who recently retired. The policy is a convertible 20-year-level premium term policy with no cash value at the time of retirement. Annual premiums are $60,000. Instead of letting the policy lapse, the company can sell it in a life settlement transaction for as much as $250,000.

The Process. The life settlement process commences when an agent submits an application on behalf of a policy holder to the Company. The application will be received and the case reviewed by an underwriting team. If the policy meets certain criteria, the policy will be approved for purchase. If approved, the Company will contact several potential institutional purchasers (often referred to in the industry as “funders” or “providers”) whose criteria the policy meets. The policy will be placed up for auction amongst the potential purchasers. The greatest offer will be submitted to the policy owner and if accepted closing documents will be prepared and delivered. Purchase funds will be placed in escrow at an independent financial institution. Ownership and change of beneficiary forms will be executed and when received by the financial institution, the funds will be released to the policy owner.

Once the transaction is complete, the purchaser will become the new policy owner, premium payer, and the beneficiary of the death benefits. Responsibility for payment of policy premiums will pass to the purchaser, who may fund the premium costs through deposits with an escrow agent. To protect the insured’s privacy, a purchaser will receive a copy of the policy and the transfer of ownership (which has the settlor named as the insured), but will not receive the insureds contact information. The Company will monitor the insured’s health status and notify the escrow agent or purchaser upon death. The Company will monitor and notify purchasers in instances in which the premium escrow account has been exhausted so that the purchaser can replenish the account to keep the policy from lapsing.

As a life settlement broker, the Company will serve the institutional purchasers by reviewing, analyzing, verifying, researching and summarizing proposed life insurance policies for sale. The Company will also make estimates on the pricing of a proposed life insurance policy.

As part of the policy evaluation process, the Company will:

(a) Verify life insurance policy, past premium payments, death benefits, transferability, etc.

(b) Obtain 4 years of medical records,

(d) Conduct a “Manual Underwriting” of a life expectancy using life insurance mortality tables. By this, the Company will compare third-party life expectancy estimates with published mortality tables to create an accurate representation of life expectancy.

(e) Preliminary classification is reviewed by a licensed physician to make adjustments to life expectancy if required.

Pricing analysis is conducted using a financial model that is based upon the discounted present value of the policy’s death benefit vis-à-vis the present value of premium payments and other post purchase servicing costs and the purchasing company’s up-front origination fee.

It is important for the Company to estimate an insured life expectancy as accurately as possible. If the Company underestimates average life expectancies, purchasers will not realize anticipated returns as the annual premiums will erode the value of the death benefit and amounts escrowed for premium payments, if any, may be insufficient to keep the policy in force. If the Company overestimates average life expectancies, the settlement price received by a settlor may be below what a more accurate estimate may have been able to obtain. The ability to accurately predict life expectancies is affected by a number of factors, including an insured’s age, medical condition, life habits (such as smoking), and geographic location; and the ability to anticipate and adjust for trends, such as advances in medical treatments, that affect life expectancy. In order to foster an accurate pricing system, the Company anticipates that it will use both in-house and outside experts, including medical doctors and published actuarial data.

Criteria. The criteria for a life insurance policy acceptable to the Company will be:

The insured:

Is over 65 with a life expectancy of 15 years or less;

Has a policy that is beyond the contestable period;

Has a policy with a death benefit of at least $100,000;

Has a policy with a death benefit greater than the cash value (plus total premiums based on life expectancy)

The factors that contribute to the purchase price for a policy will be:

The face value (death benefit);

The insured’s estimated life expectancy;

Outstanding loans against the policy;

The policy’s cash value;

Premium payments to keep the policy in force.

Life Settlement Competition

Life settlements provide a secondary market for existing life insurance policies which the owner no longer needs or wants and which insure a person whose life expectancy can be reasonably estimated. While measuring the market is difficult due to the lack of reported data, based on known transaction volumes with allowance for unreported data, the Company estimates that the total face value of life settlement transactions completed during 2005 was approximately $2.5 billion. The largest industry competitor captured approximately 43% of that market because of its affiliate relationship with a large insurance company acting as an institutional purchaser. The remainder of the market is divided among other competitors, none of whom is believed to have more than 10% of the market.

As a form of competition to life settlements, the life insurance industry has responded with policy features offering various pre-death cash benefits (sometimes called accelerated death benefits). While in some cases accelerated death benefits may compete with viatical settlements, the Company does not expect the availability of accelerated death benefits to affect the life settlement market significantly. The availability of accelerated death benefits is generally more restricted than life settlements. For example, policies often limit such benefits to persons who have a life expectancy of less than one year, in contrast to viatical settlements that are usually available to persons with life expectancies of two to 15 years. Life settlements generally offer sellers greater amounts than they would receive under accelerated death benefit provisions. An insurance company’s willingness to offer a competitive accelerated death benefit, and the amount of such benefit, may be affected by imputed policy lapse rates. The availability and amount of an accelerated death benefit negatively impacts lapse rates, which could increase policy rates. The competition for new policies limits policy rates and may, indirectly, limit the availability and amount of accelerated death benefits.

The life settlement market has been negatively affected by some companies using illegal or questionable business practices. The Company believes that state and federal regulators have effectively identified and shut down most of the companies that were engaged in such practices. The result of these law enforcement actions has been to reduce the amount of competition for both policies and purchasers. Although state and federal law enforcement officials successfully employed existing laws to curb these illegal practices, state legislatures and insurance regulators have passed laws and adopted regulations requiring the licensing of viatical brokers and settlement companies, mandated disclosures to settlors or purchasers or both, and instituting periodic reporting requirements, and setting forth prohibited business practices.

Broker-dealer firms such as Merrill Lynch, Smith Barney, and Morgan Stanley have been generally prohibited from engaging in life settlement transactions because of an implied conflict of interest. Internally, such broker-dealers treat life settlements as unapproved products and thereby prohibit employees, advisors, and affiliates from offering life settlements. This inefficiency creates an opportunity for life settlement firms to acquire policies that would otherwise be immediately absorbed into the transactional sphere of such broker-dealer firms.

THE COMPANY

Background and Current Operations

The Company is a development stage company and has no operating history and has experienced losses since its inception. The Company’s independent auditors have issued a report questioning the Company’s ability to continue as a going concern. Currently the Company is engaged in a development capacity focusing on the life settlement industry. The Company runs advertising in trade journals, such as Financial Planning Magazine, On Wall Street, and Accounting Today. The Company seeks to make its name recognizable as a specialty consulting enterprise centered around life settlements. The company uses Internet marketing and telephone prospecting to develop its market impact and locate possible new relationships.

The Company’s website was publicly launched in 2004 at www.ChristianStanley.com.

The Company has recently completed its initial life settlement transaction with SBA for which it received a settlement fee of $1,250. The Company anticipates that its relationship with SBA will continue to grow with the increase of possible life settlement policies available through its relationship with Life Settlements International; however, the Company cannot specifically estimate or quantify the transactional and consulting fees. The agreement with SBA does not provide a specific fee payment schedule but provides that each fee will be negotiated on a case-by-case basis. Typically, the Company expects the fees to average 5% of the policy face value.

Promissory Note Offering

From March 2, 2009 to December 22, 2009, the Company issued promissory notes to 17 individuals in the aggregate fare amount of $165,459. The notes are unsecured, bear interest at 5% to 12% per annum and mature 12 to 18 months from original issuance date. Three of the notes payable with an aggregate face amount of $51,580 were issued for aggregate proceeds of $48,865, resulting in a discount of $2,715. The discount is amortized over the term of the notes using the effective interest method. At June 30, 2010 and December 31, 2009 the principal balance of the notes outstanding was $115,879 and $152,459, and the balance of the unamortized discount was $0 and $2,715, respectively.

From January 21, 2010 to June 21, 2010, the Company issued promissory notes to four individuals in the aggregate fare amount of $239,343. The notes are unsecured, bear interest 12% per annum and mature 6 to 12 months from original issuance date. Two of the notes payable with an aggregate face amount of $174,342 were issued for aggregate proceeds of $165,801, resulting in a discount of $8,541. The discount is amortized over the term of the notes using the effective interest method. At June 30, 2010 the balance of the unamortized discount was $1,011.

From March 29, 2010 to May 3, 2010, the Company issued promissory notes to five individuals in the aggregate fare amount of $625,046. The notes are unsecured, bear interest at 9.6% to 12% per annum and mature five years from the original issuance date. One of the notes payable with a face amount of $150,000 was issued for aggregate proceeds of $128,000, resulting in a discount of $22,000. The discount is amortized over the term of the note using the effective interest method. At June 30, 2010 the balance of the unamortized discount was $21,291.

At June 30, 2010, a total of $957,966, net of debt discount of $22,302, was outstanding. During the six months ended June 30, 2010, the Company made principal payments on notes payable totaling $49,580.

Franchise Agreement

On April 16, 2010, the Company entered into a franchise agreement with a company (the franchisee). The agreement provides the franchisee the right to use the Company's system for life settlement consulting to develop a consulting practice in southwest Florida. The term of the agreement is 15 years.

As of June 30, 2010, the Florida franchisee consulting practice had not been established and had not begun using the Company's system for consulting. Also as of that date, the Company had not made any material purchases of advertising in Florida.

Relationship with Settlement Benefits Association

On February 15, 2009, the Company entered into a non-exclusive agreement with Settlement Benefits Association ("SBA") located in Tampa, Florida. Settlement Benefits Association is a national broker in the life settlements market and provides brokerage services to the Company. Settlement Benefits Association will process life settlements for the Company and function as the back-office processing unit. SBA provides the Company with access to the institutional life settlement market. The Company and SBA will negotiate fees corresponding to each transaction on a case-by-case basis. The agreement remains in effect for five years but either party may dissolve the agreement upon written notice to the other party. The agreement does not instill to either party any obligations or rights to defend or act on behalf of the other party. The agreement includes non-circumvention provisions prohibiting either party from utilizing or effecting transactions with investors, borrowers, lenders, agents, brokers, banks, lending corporations, individuals, trusts, buyers or sellers or other types of contacts introduced by the other party and in the case of any circumvention the breaching party will pay an amount equal to the commission or fee the circumvented party should have realized in such transaction by the person(s) engaged on the circumvention for each occurrence. The agreement also provides for non-disclosure regarding the methods, concepts, ideas, products/services, or proposed new products or services of either party and confidentiality of the names of any contacts introduced or revealed to the other party.

SBA will assist the Company by processing all documentation, escrow, and funding procedures related to viatical settlements and life settlement transactions. SBA is a licensed viatical and life settlement broker organized in the State of Florida and is authorized to conduct viatical and life settlement transactions in all 50 states. SBA is one of the premier licensed life settlement brokerage firms in the United States and its licensure is renewed annually, or as required by the State of florida. SBA will not assist the Company in obtaining any viatical licensure. SBA will process life settlement cases on behalf of the Company.

Agreement with Life Settlements International LLC

On February 10, 2009, the Company entered into a non-exclusive agreement with Life Settlements International, LLC, a New York based company with contacts to the financial community, including broker-dealers, which the Company believes will develop its access to a pool of potential life settlement sellers. Life Settlements International has agreed to serve as a producer of life settlements for the Company. Through its broker-dealer and other financial contacts, Life Settlements has access to a large pool of potential life settlement sellers. Life Settlements International will obtain and purchase life settlements and the Company will purchase the policies from Life Settlements. The Company anticipates that this relationship will provide it with a source of potential life settlement settlors (sellers). The Agreement provides the basic outline for the purchase of life settlements. The Agreement does not obligate the Company to purchase life policies from it. The Company anticipates that it will commence purchasing life settlement policies from Life Settlements when the Company launches its securitization program. The Company anticipates that it will utilize funds from this public offering to purchase life policies from Life Settlements and will bundle these policies into registered pools that will be sold on the public market as registered securities. The agreement with Life Settlements International can be terminated by either party without cause or penalty at any time upon 30 days' written notice from the terminating party to the other party.

Agreement with Tiber Creek Corporation

In March, 2006, the Company entered into a consulting agreement with Tiber Creek Corporation whereby Tiber Creek would provide assistance to the Company in becoming a public company including preparing and filing a registration statement with the Securities and Exchange Commission, assisting with applicable state blue sky requirements, advising and assisting on listing its securities on a trading exchange, monitoring compliance with the Securities Exchange Act of 1934 when applicable, and assisting in other transactions, marketing and corporate structure activities. Tiber Creek received a fee of $100,000 plus 250,000 shares of common stock valued at $31,500 based on the price of shares of the Company's common stock sold in contemporaneous private placements. The agreement also provides a reset provision in that if after Company's shares have been trading for 30 days the market value of the Company’s shares is less than $1.00 per share, then the Company will issue to Tiber Creek such number of additional shares, up to an additional 750,000 shares, necessary to equal the difference between the market value of the Tiber Creek shares and $1.00 per share.

Marketing

The Company initially started advertising for client purchasers of life settlements in 2004, but has only just started, through its relationships with Life Settlements International, SBA and International Benefits, to develop a network of potential buyers and producers. The Company has recently completed its first transaction in which it served as a broker for the sale and purchase of a life settlement policy. The Company intends to use its relationships with SBA and Life Settlements International to develop both a network of buyers and a pool of sellers of life settlements.

In order to develop its life settlement business, the Company needs to identify a continuing source of potential life insurance sellers. While the target market is narrow and traditional media is expensive, the Company anticipates utilizing television, radio, public relations, print media, and internet advertising to create name recognition of Christian Stanley as a life settlement broker and to create a larger awareness in the public of life settlement transactions as viable wealth management tools. The Company believes the best way to reach this market is generally through media advertising and through life insurance professionals and, to a lesser extent, through professionals engaged in estate planning, such as attorneys, accountants, and financial planners. The Company’s business plan utilizes insurance professionals and brokers as sources of policies, as well as the development of a life settlement referral network. The Company intends to develop this referring network of insurance professionals to educate potential life settlors on the options presented by life settlements. The Company anticipates utilizing direct solicitation, seminars and calls to managing general insurance agents as well as word-of-mouth contacts to develop this referring network.

At present, the Company does not have a network or pool of sellers of life settlement policies but it is working to develop a network of independent contractors to serve as providers for the life settlement contracts by developing relationships such as the one it has established with Life Settlements International .

The Company has negotiated an agreement with Settlement Benefits Association, www.settlementbenefits.com, which is a Florida licensed life settlement broker. The Company will develop a pool of life settlement policies, including through its relationship with Life Settlements International but will process its life settlement transactions through SBA. To date, the Company has advertised its brand over television and the Company has advertised extensively over print media and trade journal publications, which are dedicated to the financial planning community.

The Company is developing independent contracting relationships by serving as a sponsor at several industry trade conferences starting in 2004 continuing to the present. The Company has also been an active sponsor of organizations and events such as seminars targeted to develop the Company's provider network, including the International Business Brokers Association (2004), Alliance of Merger and Acquisition Advisors (2005-2006), Institute of Certified Business Consultants (2005), Assisted-Living Federation of America (2005), Association for Corporate Growth( 2006), Sunbelt Business Brokers (2006-2007), VR Business Brokers (2005-2006), Business Brokers Network (2004-2008), Attorney-CPA Society (2006), and Long-Term Care Summit (2007), the Bond Buyer Conference, Chicago (2008), Southeast Private Equity Conference, Atlanta (2009). The Company has advertised extensively in trade journals and publications geared towards the financial planning community and hopes to establish independent contractor relationships from these activities as well.

The Company maintains a call center relationship with www.AccessLine.com, which enables the Company to create an efficient call forwarding-system for all telecommunications between its institutional and retail divisions. The Company relationship with AccessLine.com is a month-to-month agreement with monthly renewals and termination provision for cancelation at the end of any month.

Appearance on Heartbeat of America

On May 11, 2009, the Company received notification that it had been accepted to appear on "Heartbeat of America". "Heartbeat of America" (www.heartbeatofamerica.tv) is a cable-based television show which interviews and highlights selected business and professional entrepreneurs including software developers, scientists, consultants, physicians, manufacturers, engineers, financial advisors, architects, attorneys, contractors, real estate developers, healthcare providers, environmentalists and business owners. The interview is a 30-minute in-depth look at the selected business or entrepreneur. William Shatner provides initial remarks to the cable television show and serves as its introductory host. The Company has been advised that "Heartbeat of America" is watched by approximately 14,000,000 people. The "Heartbeat of America" website then provides links to the web sites of the selected interviewed businesses and entrepreneurs. The Company appeared on the "Heartbeat of America" show in September, 2009.

Revenues from Operations

The Company is a development stage company incorporated in California in 2006, as the successor company to the limited liability company formed in 2004, to serve as a liaison and broker in the secondary market for life insurance policies known generally as “life settlements”, to facilitate the sale of corporate-owned policies (keyman life insurance policies) to licensed and accredited institutional funders (i.e. purchasers), to develop investment and consultative products and services relating to the business-to-business sale of life insurance policies and to participate in a securitization market of life settlement policies.

Since 2004 the Company has advertised, primarily in the print media, for client purchasers of life settlements, whether as individual policies or packaged as a group. The Company has recently completed its first transaction in which it served as broker for the sale and purchase of a life settlement policy. The Company believes that its relationship with Life Settlements International will assist the Company in developing a pool of potential life settlement sellers. The Company also believes that it needs to develop a buyer or buyers of the life settlement policies before it can more actively seek the sellers of these packages.

Since inception, the Company has raised funds for its operations through the periodic sale of its common stock. The Company has incurred aggregate net losses of $3,280,347 since inception.

The Company has recently completed its initial transaction in which it brokered a life settlement contract with Settlement Benefits Association (SBA"). SBA maintains a private consortium of institutional funders and the Company intends to offer securitized portfolios of life settlement contracts to Settlement Benefits Association which will provide the original funders of the life insurance settlements a liquid and profitable exit strategy and provide a versatile financial instrument. The Company also intends to develop an “incubator” life settlement market comprised of pre-market policies purchased from insureds several years prior to reaching the life settlement age standard of 65 years. As part of its development, the Company anticipates acting as a consultant to certain businesses desiring to add life settlement brokerage activities to their portfolios.

Employees

The Company has three executive officers: Daniel Powell, Mona Salem and Omar Salem. The Company has no other employees but expects that it will hire additional personnel as it expands.

Property

The Company’s offices are located at 12100 Wilshire Boulevard, Suite 800, Los Angeles, California 90025. Its telephone number is 310/806-9440 and its fax number is 800/554-8692. The Company uses this property pursuant to a month-to-month lease at a monthly rental of $310.

Subsidiaries

The Company does not have any subsidiaries.

Patents and Trademarks

The Company has registered three service marks with the United States Patent and Trademark office:

	Registration
Service Mark	Date	Goods and Services Description

Christian Stanley	February 26, 2008	Computer software services, namely, installation, implementation, maintenance, and repair services for computer software in the field of the life settlement industry.

Reverse-Life Insurance	June 2, 2009	Viatical and other life settlement services, namely, financial valuation of life insurance policies and brokerage of life insurance policies between sellers and purchasers.

Reverse-Life	In registration April 30, 2009	Viatical and other life settlement services, namely, financial valuation of life insurance policies and brokerage of life insurance policies between sellers and purchasers.

Industry Regulation and Taxation

When the viatical life settlement market first arose, it was sparsely regulated. Due in part to abuses within the industry, which were well-publicized, both the federal government and various states moved to regulate the market in the mid-1990’s. These regulations generally took two forms. One sought to apply consumer protection-type regulations to the market. This application was designed to protect both settlors and purchasers. Another sought to apply securities regulations to the market, which was designed to protect purchasers. Various states have also used their insurance regulations to attack instances of insurance fraud within the industry.

Consumer Protection Licensing. The consumer protection-type regulations arose largely from the draft of a model law and regulations promulgated by the National Association of Insurance Commissioners. A majority of states have now adopted some version of this model law or another form of regulation governing in some way life settlement companies. These laws generally require the licensing of providers and brokers, require the filing and approval of settlement agreements and disclosure statements, describe the content of disclosures that must be made to potential settlors and/or life settlors, describe various periodic reporting requirements for settlement companies and prohibit certain business practices deemed to be abusive.

Insurance Regulation. As a life settlement company, the Company facilitates the transfer of ownership in life insurance policies, but does not participate in the issuance of policies. The Company is not required to be licensed as an insurance company or an insurance professional. The Company does, however, deal with insurance companies and professionals in the business and is indirectly affected by the regulations covering them. The insurance industry is highly regulated, and these regulations affect the Company in numerous ways. The Company must understand the regulations as they apply to policy terms and provisions and the entitlement to, and collectibility of, policy benefits. The Company relies upon the protections against fraudulent conduct that these regulations offer and upon the licensing of companies and individuals with whom it does business.

The Company believes that by processing its life settlement transactions through SBA, neither the Company nor any of its employees is subject to insurance regulation. SBA and its affiliates are licensed to transact life settlement transactions in all 50 states and by maintaining its agreement with SBA, the Company can offer life settlement services throughout the United States.

Taxation. In 1996, Congress passed the Health Insurance Portability and Accountability Act. This act exempts from taxation proceeds received in a viatical settlement paid to terminally ill settlors (those having a life expectancy of 24 months or less) and chronically ill settlors (those who are incapable of at least two daily-living activities, such as eating and bathing, and require supervision). The tax exemption applies only if the viatical settlement company is licensed in the state in which the settlor resides, or if the settlor resides in a state that does not license viatical companies, if the viatical company can certify that it complies with the Model Act provisions. Since most states follow the Federal income tax definitions, the receipt of settlement proceeds is generally exempt for state income tax purposes also. The Act does not exempt the receipt of life settlement proceeds. Life settlement proceeds would typically be taxed as ordinary income to the extent that the proceeds exceed the premiums paid for the insurance policy

"Wall Street Bail Out" Legislation. Congress has recently enacted legislation providing a financial package intended to assist certain financial institutions by purchasing or defraying certain mortgage or debt backed securities that have currently lost most if not all of their value. Such legislation includes a variety of regulations impacting the sale and regulation of mortgage and insurance backed securities as well as other derivative securities. The impact of this legislation on the Company’s business plan to offer securitized packages of life settlement insurance policies is unclear but may be significant.

Reports to Security Holders

The Company intends to deliver a copy of its annual report to its security holders, and will voluntarily send a copy of the annual report, including audited financial statements, to any registered shareholder who requests it. The Company will not be a reporting issuer with the Securities and Exchange Commission until its registration statement on Form S-1 is declared effective.

The Company has filed a registration statement on Form S-1, under the Securities Act of 1933, with the Securities and Exchange Commission with respect to the shares of its common stock. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. Reference is made to the Company’s registration statement and each exhibit attached to it for a more detailed description of matters involving the Company. A potential investor may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street N.E., Washington, D.C. 20002. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. The Company’s registration statement and the referenced exhibits can also be found at the web site address.

PLAN OF OPERATION

Business Plan

The Company intends to develop into a full-service, business-to-business clearinghouse for the life settlement industry. The Company is in the process of developing and creating its life settlement business. The Company intends to serve as a supplier of policies to providers, funders and investors by doing policy analysis, life expectancy evaluations and gathering of all pertinent documentation such as medical and policy release authorization forms. The Company, as a life settlement liaison, anticipates that it will be paid a commission for such services by the purchasers of life insurance policies).

The Company intends to develop and offer securitized portfolios of life settlement contracts primarily to qualified institutional investors which will provide the original funders of the life insurance settlements a liquid and profitable exit strategy and provide a versatile financial instrument. The Company anticipates that it will purchase, with some of the proceeds from this offering, several life settlements and will bundle these policies together to form life settlement packages. These packages will be registered as securities on a federal and state level and equity interests in these registered securities will be sold. The Company does not intend to sell fractional interests in life settlement policies. The Company solely intends to offer bundles of life settlement policies as registered securities under the Securities Act of 1933.

The Company is developing proprietary transactions, products, and services that align incentives between licensed brokers and providers predicated upon the life settlement industry. The Company will market its products and services through direct advertising, mass media communications, television marketing, internet advertising, franchise marketing, and public relations.

The Company has developed a multi-faceted business plan stemming from and anticipating development and growth in the life settlement business. The Company’s initial primary focus is life settlement transactions as discussed above, but the Company anticipates developing related operational areas. Although certain of the transactions and functions overlap, the Company’s business plan is composed of the following business segments:

Life settlement transactions

Incubator acquisition program and keyman acquisition program

Securitization of life settlements and use of life settlements as financial tools

Consulting and business enhancement program and franchise program

Computer software for policy analysis and life settlement auction

The plan of operation for the Company for the succeeding twelve months is to focus on the following key objectives:

Develop network of producers and potential providers forlife settlement transactions

Continue with mass media and public relations branding of the Company

Launch keyman acquisition and incubator acquisition programs

Create securitization of life settlement packages

Launch additional franchise program and financial and consulting services

Develop intellectual property for life settlement industry

Keyman Insurance Buyout Program. In addition to the life settlement program outlined, the Company intends to develop a keyman insurance buyout program. When a business owner decides to sell the business, the keyman policy will stop serving its original economic function because the former executive insured by the policy is no longer with the company. Typically these policies are simply allowed to lapse or are surrendered for their cash value. The cash value of an insurance policy does not indicate the real economic value of the policy because it is a one-sided offer from the insurance carrier. In contrast, the Company intends to serve as a marketplace where policyholders are afforded the benefits of receiving multiple bids from providers in the secondary market for these keyman life insurance policies, rather than relying on the cash surrender value offered by the originating insurance carrier. The purchaser of the keyman policy will pay a lump-sum amount to the business owner in consideration of irrevocably receiving all rights to future death benefits and ownership. The purchaser will correspondingly maintain premium payments on the policy to keep it in force.

In general, the successful engagement of life settlement transactions involving keyman life insurance are five-fold:

The insured is aged 65 or greater or has a life expectancy of less than 15 years;

Face-value, or death benefit, of the keyman life insurance is at least $100,000;

The keyman policy must be in force and past the period of contestability;

All types of keyman life insurance policies qualify for an appraisal including, but not limited to, whole life, universal life, variable universal life, convertible-term, and term coverage;

No medical examination is required by insured because pricing analysis is based upon medical record review, actuarial modeling, and third-party life expectancy underwriting;

Commercial lending institutions often require keyman life insurance as a hedge for business loans. At the bargaining table, the injection of new capital gleaned from life settlements may be employed as a deal making tool when pricing becomes an impediment to finalizing transactions.

Business brokers serve as fiduciaries in the transfer process because clients rely on intermediaries as a source of prudent advice regarding valuation. As such, it is vital that, when applicable, life settlement transactions be employed because the value of keyman life insurance on the secondary market constitutes a substantial component of enterprise value when a firm is being sold. Many owners sell businesses for retirement purposes and want to maximize the sale price.

The importance of employing life settlements may be important in the mergers and acquisition context. For business transfers, keyman life insurance becomes an increasingly valuable asset because the risk management needs of large institutions require firms to invest more heavily in coverage, which increases demands for liquidity from keyman policies. Often merger and acquisition professionals find that several corporate owned life insurance policies exist within the same firm that qualify for resale when a business transfer occurs because of executive insurance packages. Due to the inherent leverage afforded by life insurance policies and the economies of scale achieved when executive insurance packages are purchased by corporations, sellers in mergers and acquisition environments find life settlements to be of exponential value-added.

Incubator Program. The Company’s incubator program will be designed to acquire life insurance policies during the pre-market phase, i.e. policies of insureds aged between 55 and 65. The Company believes that a substantial quantity of quality life settlement policies exists in the pre-market phase and that by acquiring these policies prior to the insured attaining the minimum age of 65, the Company will decrease the available supply of life policies in the future when these insured do, in fact, attain the minimum age. The Company anticipates that this decrease in supply will have the effect of increasing the price that life settlement will command upon resale. The Company will hold the policy until an insured reaches the age of 65. Since the Company would own a quantity of these policies as they become available to the life settlement industry, it would be able to sell the policies at a profit. The Company anticipates that the purchase of the initial incubator policies may be economically prohibitive to it without the influx of additional capital through an alliance with a larger entity or through raising capital specifically for the purchase of bundled pre-market life settlement insurance policies.

The general plan is as follows:

Target pre-market life settlement policies (insureds between 55 and 65)

Hold these pre-market policies until the life expectancy is less than 15 years i.e. the insured reaches 65

Use capital derived from this offering to purchase pre-market policies.

Sell policies to mainstream life settlement providers

A typical incubator insured would not yet be 65 and therefore mainstream providers typically decline to make an offer on this policy. Whatever the reason, the insured wishes to cash out of his life insurance policy and desires remuneration higher than the cash surrender value. The Company intends to design its incubator program to capitalize on this inefficiency. The Company anticipates that multiple exit strategies will exist to liquidate the policies held by the incubator program , which include (1) selling the policies to private life settlement providers, (2) selling the policies to public securitization pools organized by the Company or (3) placement of policies into collateral pools, which are used to guarantee letters of credit, consumer products, and banking instruments. The Company anticipates that its incubator program will be a form of post-origination premium financing, which employs the life settlements market as an exit strategy. The incubator program will target persons who desire a life settlement, but that are unable to receive offers from mainstream providers.

The Company intends to utilize funds from the offering to fund its incubator program. The Company anticipates that the incubator program will increase efficiency in the life settlement market by creating a pre-market for the transaction. The Company believes that incubator transactions will enable it to earn trading profits by packaging the incubator life policies into securitization time-sequenced offerings.

Securitization of Life Settlements. The packaging of life insurance assets, their corresponding liabilities, and cash flows into asset-backed securities is a relatively new arm of the life settlement industry. The first rated securitization of life settlements occurred in March, 2004 when Moody’s Investor Services rated two separate traunches of a bond offering syndicated by Merrill Lynch A1 and Baa2. By definition, securitization is the process of bundling and packaging a group of life insurance policies together to form a security. These securities can take the form of private placements, or rated securities, such as bonds collateralized by life settlement contracts.

The Company will work in conjunction with Life Settlements International, LLC in its securitization program. The Company believes that Life Settlements will be able to provide sufficient life settlement contracts to commence the securitization program. Life Settlements will provide life settlement contracts to the Company and the Company will bundle these contracts for sale as securities. The Company will facilitate complying with the regulatory requirements for such sales. The Company believes that creating a transparent and liquid public market for life settlement contracts will catalyze consumer confidence pertaining to the life settlements industry and establish name recognition for the Company. The Company intends to bundle several or more life settlement contracts into securitized packages. These packages will be registered for offer and sale as securities under the Securities Act of 1933. The Company does not intend to sell fractional interests in life settlement policies.

The Company intends to use proceeds from this offering to develop the program and the degree to which the Company can implement the securitization program will be dependent upon the amount of funds raised in this offering. The Company believes that it will need approximately a minimum of $2,500,000 to initially start the securitization program and a minimum of $5,000,000 to fully implement the program. If only the minimum offering amount is raised or an amount something less than $5,000,000, then the Company does not intend to develop the securitization program until such time as revenues or other sources of funds are sufficient to implement the program.

Securitization provides investors with the opportunity to gain rights to the future death benefit of a life settlement contract, while circumventing the idiosyncrasies that come with purchasing the asset in its raw form. Providers will register and submit to the Company information and documentation on life insurance policies which they purchased through life settlement transactions and are seeking to sell prior to the maturation of the corresponding death benefit. The securitization of the life settlements will afford life settlement providers a means by which to monetize portfolios of life settlement policies. The Company will group several of these policies into a life settlement portfolio and will sell equity instruments in these groups of life insurance policies in transactions to public investors. The Company believes that creating such an exit strategy for life settlement providers via the securitization of life portfolios encourages bidding on policies as it allows more buyers into the marketplace, and thus, the Company helps to create greater value for policy owners. In addition, the asset-class created by the securitization of these policies may be used in various financial applications.

The Company anticipates that providers will register and list the criteria that they use in evaluating the feasibility of selling life insurance policies through the Company and related securitization transactions. The Company will allow providers to significantly cut their operating costs by providing a means to monetize and liquidate thousands of policies held in portfolios prior to the maturation of the death benefit by selling the life portfolios into securitization transactions and thus focus their resources on just those policies most appropriate to their needs.

At such time that a provider locates and successfully sells a life insurance policy to the Company’s securitization syndicate, the provider will then assign the portfolio of policies to the securitization pool and the provider will receive a lump-sum payment in consideration of the portfolio sold.

The Company anticipates that the securitized life insurance policy pool will be an asset that may be used as collateral to underpin lines of credit, which would enable purchasers to employ portfolios of life settlements as principal guarantees for leveraged buy-out strategies. Buyers use cash flows from the acquired business to service the interest requirements on the line of credit, while the life settlement portfolio serves as collateral for the principal amount of the loan. Funds from the death benefit of the life settlement portfolio will ultimately pay the principal amount of the loan. The Company believes that the applications of life settlements in mainstream investment banking and business brokerage offer a great deal of opportunity for future transactions that has not heretofore been used.

The Company believes that the regulatory and legislative changes related to the recent financial crisis will focus primarily on the housing and lending markets and their rated securitizations and derivative products and will not impact the securitization of life insurance policies. Moreover, the Company believes that the securitization of life insurance cash flows is a superior collateral on a risk-adjusted basis vis-a-vis mortgage-backed securities because the death-benefit of a life insurance policy is a guaranteed value by the issuing insurance carrier, whereas, the value of a real estate asset is subject to market fluctuations.

The securitized life settlement pool as an asset holds significant advantages because in a general sense, it is not prone to interest rate risk, stock market fluctuations, or systemic factors. In general, the risk of investing in life settlement contracts is longevity risk, which is the risk of the policy failing to mature at the expected future date. The life settlement securitization structure seeks to distill this risk by providing a wide range of conservative policy maturity estimates from leading third-party underwriters.

Benefits of Life Settlements: The following are key benefits of the securitized life settlement portfolio investment structure, which in part is the fact that portfolios are a self-liquidating asset class:

(1) Certainty of event

(2) Clear expectation of payment

(3) Clear expectation of amount

(4) Reasonable expectation of timing of payment

(5) Diversification is achieved by holding no less than 10 life settlement contracts per portfolio.

Consulting and Business Enhancement

As part of its business plan, the Company intends to develop a financial advisory and consulting capacity specifically relevant to life settlements. Whether a client is an institution, a trust, a small business, or a private client, the Company’s life settlement consulting will provide individual guidance with respect to income objectives, risk tolerance, tax considerations, wealth transfer strategies, and other long-term goals. The Company views portfolios as the driving force behind the attainment of long-term financial success, and it seeks to integrate the characteristics of life settlement portfolios into every component of a strategic plan. The Company will investigate the applicability of life settlement asset products in a client’s overall asset-allocation.

The Company anticipates consulting with funding groups and assist life settlement purchasers in structuring methodologies of life settlement portfolio management that optimize return on behalf of funders by affording these institutions an exit strategy from assets in their portfolios through securitization markets. By making markets with hedge funds, pension plans, alternative investment syndicates, and other institutional buyers, the Company will enable its core of funding groups to refinance life settlement asset portfolios and thereby increase their ability to receive return on their investment and simultaneously decreasing the duration of holding such assets. This will increase liquidity on behalf of life settlement funders.

Warehouse of life settlements. The purchaser of life settlement contracts simply pays policy premiums until the maturation of the portfolio. The problem with this approach is that the funder does not realize any positive cash flows until the maturity of the portfolio and also must pay premiums in the interim. This is a buy and hold strategy. The Company has developed alternative structures geared towards optimizing the internal flow of money among core funding groups. The viatical settlement market had a shorter life expectancy and shorter hold period for the purchaser of the life settlement. As the industry has shifted away from the viatical market to the age-based life settlement market, the hold period has increased for the purchaser of the life settlement.

Life settlement hypothecation. The Company has developed an alternative funding model (life settlement hypothecation) that will enable purchasers to manage life settlement assets and to receive interest on their investment. Life settlements hypothecation provides a mechanism for institutional funders to loan life settlements inventory to borrowers. The purchaser (funder) of the life settlement will enter into an agreement with a potential borrower which will afford the borrower the use of the portfolio life settlements as collateral under the condition that borrower pay funder a rate of interest equal to the expected return of the life settlement portfolio. The transaction will benefit funders by allowing the premium cost of financing policies to be absorbed into borrower’s loan, which removes the cost of carry on funders balance sheets. Eliminating the cost-of-carry enhances portfolio returns to funders and creates a positive cash flow cycle from acquisition. The borrower agrees to a discounted acceleration of the expected annual return of a life settlement portfolio and pays funder an annual rate of interest on the borrowed life settlement contracts. This may be remitted to funder as a lump-sum reflecting the present-value of the life settlement portfolio, or structured as a periodic stream of cash flows to funders.

Whereas the warehousing model (holding the life settlement portfolio) requires funders to sustain policies until maturity to receive a gross return, hypothecation allows funders to earn interest on a life settlement portfolio along an agreed cash flow cycle. The final implication of hypothecation is that funders will be induced to offer higher bids in wholesale life settlement markets to acquire life settlement contracts, because such assets will require no cost-of-carry to funders, have increased cash conversion liquidity, and remove mortality risk from funders portfolios.

Refinance Model of Life Settlements: The purchaser, or funder of life settlement assets, owns assets at discounted acquisition costs, or wholesale rates. Rather than holding these life settlement policies to fruition, or hypothecating these life settlement portfolios to third-party borrowers in exchange for an agreed upon rate of return, the refinance model anticipates that funders will sell life settlement portfolios at a predetermined mark-up from acquisition cost. This transaction would allow a client to open a letter of credit using a portfolio of life settlement policies to underpin the letter of credit. The principal of the loan is guaranteed by use of the letter of credit. The client is obligated to service the interest requirement of any loan and the ability to pay this interest requirement is essential to make the transaction viable.

Software Development

On April 21, 2006, the Company applied for a service mark for the computer software services, namely, installation, implementation, maintenance, and repair services for computer software in the field of the life settlement industry offered by Christian Stanley, registration number 3390087.

The Company has also applied and has a pending application for the service mark "Reverse-Life Insurance". The Company anticipates that it will further develop software solutions that address the needs of professionals involved in life settlement transactions. The software includes valuation tools, portfolio analytics, consumer response management, and professional networking amongst users.

Potential Revenue

Life Settlement Broker: The Company anticipates that the fees from matching life settlement transactions will be its initial primary source of revenue. The Company plans that it will receive a fee at or after closing based on the face value of the purchased policy from the purchasers of the life insurance policy. The Company has negotiated a relationship with Settlement Benefits Association, which enables the Company to earn a fee in consideration of introducing candidates for life settlement transactions. The fee will vary on a case-by-case basis. Typically, the Company will earn a fee that is between 3%-7% of the life settlement death benefit value. The Company intends to engage in national mass media marketing and public relations campaigns, which it believes will foster brand recognition and consumer confidence in “Christian Stanley” and its related life settlement transaction services. The Company anticipates that such mass media campaign will result in qualified candidates responding to the value-proposition of life settlements on a national basis, which will provide a source of revenue for the Company. Given the condition of financial markets, the Company believes that consumers will desire to access latent-value held in life insurance policies through the life settlement brokerage services of the Company.

Securitization Fees: The Company anticipates that it will earn fees in the capacity of a dealer wherein life settlement assets are acquired, securitized, and distributed to investors in the form of equity securities. The Company seeks to introduce life settlement securities as an alternative to traditional investment vehicles and believes that investors could earn positive portfolio. The Company believes that such securitized life settlement assets will provide investors with an efficient alternative to traditional asset-classes.

Professional Fees: The Company anticipates that it will earn fees as a consultant specializing in life settlement related transactions. As such, the Company will advise life settlement providers and others to optimize portfolio holdings and diversify the portfolio as the settlement market changes. The expertise, relationships, know-how, and market penetration of the Company may be leveraged in a consulting capacity. That is to say, the myriad firms that are involved in the life settlement market place provide a key potential client base for the Company because it is focused on engineering exit strategies for purchasers of life settlement assets prior to the maturation of portfolio death benefits. Institutional purchasers of life settlements will benefit from acceleration of the rate-of-return prior to the death benefit. The Company will provide consulting services and professional strategic advisory services to firms that seek to access its suite of proprietary transactions.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The Company is a development stage company and was incorporated in California in March, 2006 as a successor to Christian Stanley, LLC, a California limited liability company formed in June, 2004. As of June 30, 2010, the Company had generated insignificant revenue and incurred operating losses, as part of the Company's development stage activities, of $3,280,347. The Company has received all its operating funds from the sale of its securities. The Company has recently completed its first life settlement transaction.

Going Concern

The Company’s independent registered public accounting firm has issued a report questioning the Company’s ability to continue as a going concern without the influx of additional capital. The Company has recently completed its first life settlement transactions and has further developed a relationship with SBA and Life Settlements International. The Company anticipates that these relationships will provide it with a pool of potential life settlement sellers and a network of institutional life settlement purchasers. The Company believes that the influx of capital from this offering will allow it to utilize these relationships to develop an on-going and profitable series of life settlement transactions and to purchase a broker-dealer firm which will allow the Company to establish its securitization plan. Once the these transactions are established, the Company can further implement the other aspects of its business plan.

Alternative Financial Planning

The Company estimates it will likely require approximately $1,000,000 to begin its initial development of basic sales and marketing and will need up to the maximum offering amount of $20,000,000 to execute its business plan as herein described. If the Company raises an amount less that the projected amount, it will not be able to develop all aspects of its business plan and will develop such plan more incrementally. If the Company only $1,000,000 in this offering, it will use the funds (after payment of placement agent fees, if any) for the basic sales and marketing and for mergers and acquisitions with the intention of being able to purchase a broker-dealer which the Company believes has the potential to create a base from which it can develop its pool of life settlement sellers and purchasers. The other programs, including life settlement securitization and the incubator program, and other matters would not be funded until such time as the Company had revenues or other sources of funds sufficient to fund those programs.

However, the Company has constructed a viable strategic plan to enable the Company to overcome financial difficulties and the possible effect of being unable to raise these funds. In the event that the minimum offering is not reached (200,000 Shares, $1,000,000 raised), the Company has structured a contingency plan based upon using its trademarked names, consulting services, and intellectual property licensing, that it believes will enable it to maintain progressive operations and then to eventually develop and fulfill the business plan described in this prospectus.

First, the Company will try to leverage its institutional relationships with SBA and Life Settlements International, LLC, using the registered trademarks “Christian Stanley®” and Reverse-Life Insurance®” through independent ownership and rights to use the brand names of the Company for a period of 5-years.

Second, if the Company is unable to raise the minimum offering amount, it intends to focus on and expand its consulting services activities, which have generated some revenue in past year although the Company has never targeted that as a revenue source. The Company has declined to serve as a fee based consultant to several potential clients because serving in a consulting capacity has not been the focus of the Company, however, Management has developed an operational contingency plan through, which the Company will try to develop consulting activities and use consulting services as means of generating revenue and income for the Company.

Third, if the Company is unable to raise the necessary funds from this offering, the Company will try to earn fees by licensing independent contractors to use the registered trademarks “Christian Stanley®” and Reverse-Life Insurance®” in the business services. The website, media materials, good-will, and relationships of the Company would be licensed to independent contractors. The Company does not know if there is a market for such usage, but it believes that it has developed the brand sufficiently in the industry that it may be able to license the use of the name.

Critical Accounting Policies

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The Company believes that the following critical accounting policies, among others, affect our more significant judgments and estimates used in the preparation of our financial statements:

Use of estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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.

Revenue recognition and investment in life insurance policies

Revenue for consulting services is recognized when a signed contract has been executed, the services have been delivered, fees are fixed or determinable, and collectibility is reasonably assured, generally which occur when the Company has completed its obligations to provide consulting services.

Revenue for franchise fees will be recognized, with an appropriate provision for bad debts, when the Company has substantially performed all material services or conditions, including having no remaining obligation to either refund cash or forgive any unpaid balance due, substantially all initial services required by the agreement have been performed, and no material obligations or conditions remain.

Revenue for fees received from agents to act as sales agents of the Company is recognized when a signed contract has been executed, the right to act as sales agent or receive an enhanced commission has been delivered, fees are fixed or determinable, and collectibility is reasonably assured, generally which occur when the agent signs an agreement with the Company to be a sales agent.

The Company intends to serve as a life settlement policy broker and anticipates it will be paid a commission for such services. Commission revenue, if any, will be recorded when the commission is earned, which usually will be upon the successful completion of a transaction and the Company has no further performance obligations. During the six months ended June 30, 2010 and 2009, the Company did not record and broker commission revenue.

Investment in life insurance policies, if any, will be recorded in accordance with authoritative guidance issued by the FASB. Under this guidance, an investor may elect to account for its investments in life settlement contracts using either the investment method or the fair value method. The election shall be made on an instrument-by instrument basis and is irrevocable. Under the investment method, an investor shall recognize the initial investment at the purchase price plus all initial direct costs. Continuing costs (policy premiums and direct external costs, if any) to keep the policy in force shall be capitalized. Under the fair value method, an investor shall recognize the initial investment at the purchase price. In subsequent periods, the investor shall remeasure the investment at fair value in its entirety at each reporting period and shall recognize change in fair value earnings (or other performance indicators for entities that do not report earnings) in the period in which the changes occur.

Share-based payments

The Company periodically issues shares of common stock to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for shares issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (“FASB”). The Company accounts for shares issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete.

Recent Accounting Pronouncements

In April 2010, the Financial Accounting Standards Board (FASB) issued new accounting guidance in applying the milestone method of revenue recognition to research or development arrangements. Under this guidance management may recognize revenue contingent upon the achievement of a milestone in its entirety, in the period in which the milestone is achieved, only if the milestone meets all the criteria within the guidance to be considered substantive. This standard is effective on a prospective basis for research and development milestones achieved in fiscal years, beginning on or after June 15, 2010. Early adoption is permitted; however, adoption of this guidance as of a date other than January 1, 2011 will require the Company to apply this guidance retrospectively effective as of January 1, 2010 and will require disclosure of the effect of this guidance as applied to all previously reported interim periods in the fiscal year of adoption. As the Company plans to implement this standard prospectively, the effect of this guidance will be limited to future transactions. The Company does not expect adoption of this standard to have a material impact on its financial position or results of operations as it has no material research and development arrangements which will be accounted for under the milestone method.

In April 2010, the FASB issued new accounting guidance to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The Company does not expect adoption of this standard will have a material impact on its consolidated financial statements.

In January 2010, the FASB issued new accounting guidance which requires new disclosures regarding transfers in and out of Level 1 and Level 2 fair value measurements, as well as requiring presentation on a gross basis of information about purchases, sales, issuances and settlements in Level 3 fair value measurements. The guidance also clarifies existing disclosures regarding level of disaggregation, inputs and valuation techniques. The new guidance is effective for interim and annual reporting periods beginning after December 15, 2009. Disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements are effective for fiscal years beginning after December 15, 2010. As this guidance requires only additional disclosure, there should be no impact on the consolidated financial statements of the Company upon adoption.

In October 2009, a new accounting consensus was issued for multiple-deliverable revenue arrangements. This consensus amends existing revenue recognition accounting standards. This consensus provides accounting principles and application guidance on whether multiple deliverables exist, how the arrangement should be separated and the consideration allocated. This guidance eliminates the requirement to establish the fair value of undelivered products and services and instead provides for separate revenue recognition based upon management’s estimate of the selling price for an undelivered item when there is no other means to determine the fair value of that undelivered item. Previously the existing accounting consensus required that the fair value of the undelivered item be the price of the item either sold in a separate transaction between unrelated third parties or the price charged for each item when the item is sold separately by the vendor. Under the existing accounting consensus, if the fair value of all of the elements in the arrangement was not determinable, then revenue was deferred until all of the items were delivered or fair value was determined. This new approach is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The Company is in the process of evaluating whether the adoption of this standard will have a material effect on its financial position, results of operations or cash flows.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the "SEC") did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

Discussion of Fiscal Years Ended December 31, 2009 and December 31, 2008

The Company incurred a net loss of $405,264 for the year ended December 31, 2009 and $608,503 for the year ended December 31, 2008 with general and administrative expenses of $401,069 and $612,453 respectively, for those years. The Company did not receive any consulting revenue in the year ended 2009, but received consulting revenue of $11,250 in the year ended 2008. The Company received these fees for project management services to private clients. The Company performed research, editing, scheduling and operations management consulting services to such clients. The Company does not believe that its consulting operations will expand to create sufficient revenues to sustain the Company.

Mr. Daniel Powell, as chief executive office of the Company, receives a salary of $200,000 per year commencing in 2005 and $100,000 in 2004. As of December 31, 2009, the salary accrued to Daniel Powell since inception of the Company was an aggregate of $1,100,000, including an accrued amount of $200,000 in 2009 and $200,000 in 2008. As of December 31, 2009, the Company had paid Mr. Powell an aggregate of $627,255 since inception, including payments of $49,872 in 2009 and $102,014 in 2008. As a result, as of December 31, 2009, the net salary amount due to Mr. Powell was $472,745.

The Company accrued a total of $200,000 of salary due to its chief executive officer for the years ended December 31, 2009 and December 31, 2008, respectively.

General and administrative expenses for the year ended December 31, 2009 were $401,069 compared with $612,453 for the year ended December 31, 2008, with total general and administrative expenses from June 1, 2004 (inception) to December 31, 2008 of $2,898,360. The Company incurred large general and administrative expenses in 2006 of $633,267 as a result of start-up expenses of the Company and expenses associated with retaining legal, accounting, consulting and administrative professionals pursuant to the Company's decision to pursue registration of its securities for public trading. In the year ended December 31, 2009, the Company reduced its general and administrative expenses as it focused on business research in establishing its products and services. In the year ended December 31, 2008, the Company began implementing its business plan which required expenditures related to fees to consultants, accountants, and advisors.

Liquidity. The Company received $313,115 from the private sale of its stock in the year ended December 31, 2008. The Company has issued a total of 5,321,250 shares of its common stock to employees and other individuals for services rendered to it. The Company has no continuous methods of generating cash.

Capital Resources. The Company did not incur any capital expenditures during the year ended December 31, 2009.

Results of Operations. The Company received $11,250 in consulting services in 2008 and none in 2009. The Company anticipates that it may be able to develop its consulting services but it does not believe that such revenue would be sufficient to cover operating expenses. The Company does not anticipate that it will generate revenue sufficient to cover its operating expenses until the close of this offering and the development of its business plan.

Discussion of Six Months Ended June 30, 2010 and Six Months Ended June 30, 2009

For the six months ended June 30, 2010, the Company incurred a net loss of $387,377 compared to a net loss of $212,158 for the same period in 2009. From April 2009 to June 2009, the Company recorded revenue of $2,500 from five individuals as consideration for the right to act as sales agents for the Company. In addition, one individual paid the Company an additional $7,000 to receive the right to an enhanced commission structure. During the six months ended June 30, 2010 and June 30, 2009, the Company did not record any revenue for providing consulting services.

The main component in this increase of losses from operating activities was the increase of general and administrative expenses from $220,947 for the six months ended June 30, 2009 to $345,056 for the same period in 2010. This increase is a result of the Company having incurred expenses in regard to implementing its business plan.

For the six months ended June 30, 2010, the Company accrued salary due to its chief executive of $100,000 (based on an annual salary of $200,000). As of June 30, 2010, since inception the chief executive officer has an aggregate accrued salary of $1,200,000 and has received aggregate salary payments thereon of $860,025. As a result, as of June 30, 2010, the net amount due to Mr. Powell was $339,975.

Liquidity. The Company issued no securities in the six months ended June 30, 2010. The Company has no continuous methods of generating cash.

Capital Resources. The Company did not incur any capital expenditures for the six months ended June 30, 2010.

At June 30, 2010, the Company had cash and cash equivalents totaling $392,895.

Net cash used in operating activities was $393,149 for the six months ended June 30, 2010 and $161,366 for the year ended December 31, 2009. Net cash used in operating activities for the six months ended June 30, 2010 and for the year ended December 31, 2009 primarily reflects the net loss for the respective periods.

Net cash provided by financing activities was $784,268 for the six months ended June 30, 2010 and $162,744 for the year ended December 31, 2009. Net cash provided by financing activities for the six months ended June 30, 2010, and for the year ended December 31, 2009, primarily reflects proceeds from issuances of notes payable.

The Company believes it has sufficient cash resources to meet its obligations on a timely basis for at least the next twelve months.

MANAGEMENT

The following table sets forth information regarding the members of the Company’s board of directors and its executive officers:

			Date Directorship
Name	Age	Position	Commenced

Daniel C.S. Powell	28	Chief Executive Officer, Director	2004

Mona Salem	52	Secretary, Treasurer, Director	2005

Omar A. Salem	28	Chief Operations Officer

The number of directors to compose the Company’s Board of Directors is not fewer than one nor more than five. Directors do not receive any compensation. Directors may be shareholders of the Company.

The directors will serve until the annual meeting of the shareholders and until their respective successors have been elected and qualified or until death, resignation, removal or disqualification.

The Company’s by-laws provide that the number of directors to serve on the Board of Directors may be established, from time to time, by action of the Board of Directors. Vacancies in the existing Board are filled by a majority vote of the remaining directors on the Board. The Company’s executive officers are appointed by and serve at the discretion of the Board.

Pursuant to Rule 4200 of The NASDAQ Stock Market one of the definitions of an independent director is a person other than an executive officer or employee of a company. Neither of the Company’s directors may be deemed to independent. In the event that the Company applies for listing of its securities on an exchange in which an independent directorship is required, it will seek to have such directors elected or appointed.

Committees and Terms

The Board of Directors has not established any committees.

The Company anticipates that the annual meeting of shareholders will be held in May. The Company will notify its shareholders that they may present proposals for inclusion in the Company’s proxy statement to be mailed in connection with any such annual meeting; such proposals must be received by the Company at least 90 days prior to the meeting. No other specific policy has been adopted in regard to the inclusion of shareholder nominations to the Board of Directors.

Daniel C.S. Powell has served as the chief executive officer and chairman of the board of directors of the Company since its inception. Mr. Powell is the founder of the Company. Since its inception, Mr. Powell has been responsible for the development and implementation of the Company’s direction, strategic ventures and relationships. He was a key-note speaker at the Business Brokers Network meeting in Dallas, Texas, in 2004, at the meeting of Alliance of Mergers and Acquisition Advisors in Chicago, Illinois in 2005, and at the Association of Attorney-Certified Public Accountants in San Diego, California, in 2006. From 2002 to 2004, Mr. Powell was a Financial Advisor and later Vice President with Morgan Stanley in Los Angeles, California. In 2004, Mr. Powell left Morgan Stanley and founded Christian Stanley. Mr. Powell received his Bachelor of Science degree in Industrial and Labor Relations from Cornell University, Ithaca, New York, in 2002.

Mona Salem has served as the secretary, treasurer and a director of the Company since 2005. Ms. Salem worked for Castagnola Fleet Management, San Diego, California from 1981 to 2005 at which she supervised a team of 75 employees and served as senior Office Manager. Ms. Salem holds a Bachelor of Accounting degree from the University of Cairo, Cairo, Egypt, and has been a registered tax preparer in California since 1995.

Omar A. Salem has served as chief operations officer of the Company since 2005. From 2003 to 2005, Mr. Salem worked for PC Mall, Los Angeles, California where he specialized in institutional sales. Mr. Salem received a Bachelor of Arts in Political Science degree from the University of Arizona in May, 2003.

Legal Proceedings

Investigation by the Securities and Exchange Commission of the earlier sale of the Company’s shares.

EXECUTIVE COMPENSATION

Remuneration of Officers:

Summary Compensation Table

						Aggregate
						Accrued				Stock				All		Annual
				Annual		Salary				And		Compen-		Other		Compen-
		Annual		Payments		Since				Options		sation		Compen-		sation
Name/Position	Year	Salary		Made		Inception		Bonus		Awards		Plans		sation		Total
Daniel C.S. Powell (1)	2009	$	200,000	$	49,872	$	472,745		0		0		0		0	$	200,000
Chief Executive Officer	2008		200,000	$	102,014		322,617		0		0		0		0		200,000
	2007		200,000		108,078		224,632		0		0		0		0		200,000

Omar A. Salem	2009		0														–
Chief Operations Officer	2008		0														–
	2007		0														–

Mona Salem (2)	2009	$	60,000														60,000
Secretary, treasurer	2008		0														–
Chief Financial Officer	2007		0														–

(1) Since 2005, Mr Powell has received annual salary of $200,000 and $100,000 in 2004. As of December 31, 2008, the Company owed Mr. Powell a net of $322,617 in accrued salary and an additional net accrual in 2009 of $150,128 for an aggregate net amount of $472,745 owed to Mr. Powell at December 31, 2009.

(2) As of June 30, 2010 and December 31, 2009, the Company owes its Chief Financial Officer $66,000 and $60,000, respectively, for consulting services provided to the Company.

Description of Compensation Table

Mr. Daniel Power, as chief executive officer of the Company, receives $200,000 per year commencing in 2005 and $100,000 in 2004. As of June 30, 2010 and December 31, 2009, the salary to Daniel Powell since inception of the Company was an aggregate of $1,200,000 and $1,100,000, respectively. As of June 30, 2010 and December 31, 2009, the Company had paid Mr. Powell an aggregate of $860,025 and $627,255 since inception. As a result, as of June 30, 2010, and December 31, 2009, the amount due to Mr. Powell from the Company was an accumulated aggregate of $339,975 and $472,745, respectively.

The Company accrued a total of $200,000 of salary due to its chief executive officer for the years ended December 31, 2009 and December 31, 2008, respectively.

Anticipated Officer and Director Remuneration

Although not presently offered, the Company anticipates that its officers and directors will be provided with a group health, vision and dental insurance program.

Employment Agreements

The Company has not entered into any employment agreements with the officers and key personnel. The Company has no oral agreements or understandings with any officer or employee regarding base salary or other compensation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT

The following table sets forth information as of the date of this prospectus regarding the beneficial ownership of the Company’s common stock by each of its executive officers and directors, individually and as a group and by each person who beneficially owns in excess of five percent of the common stock after giving effect to any exercise of warrants or options held by that person.

Number of

Percent of

Shares of

Class Before

Class After

Position

Common Stock

Offering (1)

Offering(2)

Daniel C. S. Powell

Chief Executive Officer, Director

64,000,000

75.3

Omar A. Salem

Chief Operations Officer

4,000,000

4.9

4.7

Mona Salem

Secretary, Treasurer, director

500,000

* Less than 1%

(1)	The total number of outstanding shares of common stock as of September 30, 2009 is 81,062,917.

(2)	Assuming sale of all shares offered by this prospectus resulting in an aggregate of 85,062,917 shares outstanding.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mona Salem, the Company's secretary, treasurer and a director, is the mother of Omar Salem, chief operations officer of the Company.

In 2007, the Company used the consulting services of Anand Gupta for assistance with technology and information systems. He created the corporate website for the Company and created marketing materials. Mr. Gupta is a shareholder of the Company.

A partner in the law firm which acts as counsel to the Company is the sole owner and director of Tiber Creek Corporation which owns 250,000 shares of the Company's common stock.

On February 12, 2008, the Company purchased five percent of Surya Consulting LLC for $7,300. The president of Surya Consulting is a shareholder in the Company. The investment declined in value and has been written off by the Company in 2009.

During the year ended December 31, 2008, the Company paid the shareholder of Surya Consulting LLC $31,145 for providing various consulting services to the Company.

Also during the year ended December 31, 2008, the Company paid $20,200 to Sharron McCoy, a consultant to the Company and a shareholder, for providing consulting services to the Company and $6,200 to ALREIC, an unrelated shareholder, for consulting services.

For the six months ended June 30, 2010 and 2009, the Company accrued $6,000 and $60,000, respectively, for consulting services provided by its Chief Financial Officer. As of June 30, 2010 and December 31, 2009, the Company owes its Chief Financial Officer $66,000 and $60,000, respectively, for services rendered.

Also during the six months ended June 30, 2010, the Company paid $12,500 to another shareholder for providing consulting services to the Company.

SHARES ELIGIBLE FOR FUTURE SALE

As of the date of this prospectus, there are 81,062,917 shares of common stock outstanding of which 68,500,000 shares are owned by officers and directors of the Company, namely Mr. Powell, Ms. Salem and Mr. Salem. There will be 85,062,917 shares of common stock issued and outstanding if the maximum number of Shares offered herein are sold. The shares of common stock held by current shareholders are considered “restricted securities” subject to the limitations of Rule 144 under the Securities Act. In general, securities may be sold pursuant to Rule 144 after being fully-paid and held for more than 12 months. While affiliates of the Company are subject to certain limits in the amount of restricted securities they can sell under Rule 144, there are no such limitations on sales by persons who are not affiliates of the Company. In the event non-affiliated holders elect to sell such shares in the public market, there is likely to be a negative effect on the market price of the Company's securities.

LEGAL MATTERS

Cassidy & Associates, Washington, D.C., has given its opinion as attorneys-at-law regarding the validity of the issuance of the Shares of common stock offered by the Company. A member of the law firm of Cassidy & Associates is the sole officer and director of Tiber Creek Corporation and may be considered the beneficial owner of the 250,000 shares of common stock of the Company owned by Tiber Creek Corporation.

EXPERTS

The financial statements of Christian Stanley, Inc. as of December 31, 2009 and 2008, and for each of the two years in the period ended December 31, 2009, appearing in this prospectus and in the registration statement have been audited by Weinberg & Company, P.A., independent registered public accounting firm, as set forth in their report thereon, appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

FOR SECURITIES ACT LIABILITIES

The Company’s Articles of Incorporation include an indemnification provision that provides that the Company shall indemnify directors against monetary damages to the Company or any of its shareholders by reason of a breach of the director’s fiduciary except (i) for any breach of the director’s duty of loyalty to the Company or its shareholders or (ii) for acts or omissions not in good faith or which involve intentional misconduct of (iii) for unlawful payment of dividend or unlawful stock purchase or redemption or (iv) for any transaction from which the director derived an improper personal benefit.

The Articles of Incorporation do not specifically indemnify the officers or directors or controlling persons against liability under the Securities Act.

The Securities and Exchange Commission’s position on indemnification of officers, directors and control persons under the Securities Act by the Company is as follows:

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS AND CONTROLLING PERSONS OF THE SMALL BUSINESS ISSUER PURSUANT TO THE RULES OF THE COMMISSION, OR OTHERWISE, THE SMALL BUSINESS ISSUER HAS BEEN ADVISED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS, THEREFORE, UNENFORCEABLE.

CHRISTIAN STANLEY, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

(Unaudited)

SIX MONTHS ENDED JUNE 30, 2010 AND 2009

CHRISTIAN STANLEY, INC.

(A DEVELOPMENT STAGE COMPANY)

CONTENTS

PAGE	2	CONDENSED BALANCE SHEETS AS OF JUNE 30, 2010 (Unaudited) AND DECEMBER 31, 2009

PAGE	3	CONDENSED STATEMENTS OF OPERATIONS FOR SIX MONTHS ENDED JUNE 30, 2010 AND 2009 AND FOR THE PERIOD JUNE 1, 2004 (INCEPTION) TO JUNE 30, 2010 (Unaudited)

PAGE	4	CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIENCY FOR THE PERIOD JUNE 1, 2004 (INCEPTION) TO JUNE 30, 2010 (Unaudited)

PAGE	5	CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009 AND FOR THE PERIOD JUNE 1, 2004 (INCEPTION) TO JUNE 30, 2010 (Unaudited)

PAGES	6-14	NOTES TO CONDENSED FINANCIAL STATEMENTS AS OF JUNE 30, 2010 and 2009 (Unaudited)

CHRISTIAN STANLEY, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEETS

	June 30, 2010 (Unaudited)			December 31, 2009

ASSETS
Current assets
Cash and cash equivalents	$	392,895		$	1,776
Prepaid expense		10,000
Total current assets		402,895			1,776

Equipment, net		1,557			2,281

Total assets	$	404,452		$	4,057

LIABILITIES AND SHAREHOLDERS’ DEFICIENCY
Current liabilities
Accounts payable	$	136,487		$	140,730
Amounts due officer		339,975			472,745
Accrued expenses		89,254			59,691
Deposit		100,000			-
Notes payable, net of discount of $1,011 and $2,715 respectively		354,211			162,744

Total current liabilities		1,019,927			835,910

Notes payable, long term, net of discount of $21,291 and $0, respectively		603,755			-

Total liabilities		1,623,682			835,910

Commitments and contingencies

Shareholders’ deficiency
Common stock, 100,000,000 shares authorized, 81,062,917 shares issued and outstanding		2,051,117			2,051,117
Additional paid-in capital		10,000			10,000
Deficit accumulated during development stage		(3,280,347	)		(2,892,970	)
Total shareholders’ deficiency		(1,219,230	)		(831,853	)
Total liabilities and shareholders’ deficiency	$	404,452		$	4,057

See accompanying notes to condensed financial statements

CHRISTIAN STANLEY, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Six months Ended June 30,						Period from June 1, 2004 (inception to June 30, 2010)
	2010			2009

Consulting revenue	$	-		$	-		$	21,250
Agent fee revenue		-			9,500			10,000
Total revenue		-			9,500			31,250

General and administrative expenses		345,056			220,947			(3,254,336	)

Loss from operations		(345,056	)		(211,447	)		(3,223,086	)

Interest expense, net		(42,321	)		(711	)		(57,261	)

Net loss	$	(387,377	)	$	(212,158	)	$	(3,280,347	)

Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding, weighted and diluted		81,062,917			81,062,917

See accompanying notes to condensed financial statements

CHRISTIAN STANLEY, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENT OF CHANGES

IN SHAREHOLDERS’ DEFICIENCY

June 1, 2004 (Inception) to June 30, 2010

(Unaudited)

	Common Stock				Additional Paid
	Number of shares		Amount		in Capital Amount		Accumulated Deficit			Total
Balance, June 1, 2004		-	$	-	$	-	$	-		$	-
Shares issued to founder		64,000,000		-		-		-			-
Fair value of shares issued for services		4,021,250		120,637		-		-			120,637
Issuance of shares for cash, net of offering costs		1,150,000		21,500		-		-			21,500
Net loss		-		-		-		(241,858	)		(241,858	)
Balance, December 31, 2004		69,171,250		142,137		-		(241,858	)		(99,721	)
Issuance of shares for cash, net of offering costs		5,915,000		184,060		-		-			184,060
Net loss		-		-		-		(311,584	)		(311,584	)
Balance, December 31, 2005		75,086,250		326,197		-		(553,442	)		(227,245	)
Fair value of shares issued for services		1,300,000		556,500		-		-			556,500
Issuance of shares for cash, net of offering costs		3,913,500		519,545		-		-			519,545
Net loss		-		-		-		(985,726	)		(985,726	)
Balance, December 31, 2006		80,299,750		1,402,242		-		(1,539,168	)		(136,926	)
Issuance of shares for cash, net of offering costs		490,000		335,760		-		-			335,760
Net loss		-		-		-		(340,035	)		(340,035	)
Balance, December 31, 2007		80,789,750		1,738,002		-		(1,879,203	)		(141,201	)
Issuance of shares for cash, net of offering costs		273,167		313,115		-		-			313,115
Net loss		-		-		-		(608,503	)		(608,503	)
Balance, December 31, 2008		81,062,917		2,051,117		-		(2,487,706	)		(436,589	)
Net loss		-		-		-		(405,264	)		(405,264	)
Fair value of beneficial conversion features for notes issued		-		-		10,000		-			10,000
Balance, December 31, 2009		81,062,917		2,051,117		10,000		(2,892,970	)		(831,853	)
Net loss		-		-		-		(387,377	)		(387,377	)
Balance, June 30, 2010 (Unaudited)		81,062,917	$	2,051,117	$	10,000	$	(3,280,347	)	$	1,219,230

See accompanying notes to condensed financial statements

CHRISTIAN STANLEY, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months Ended June 30,						Period June 1, 2004 (inception) to
	2010			2009			June 30, 2010
Cash Flows from Operating Activities
Net Loss	$	(387,377	)	$	(212,159	)	$	(3,280,347	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		724			3,366			41,168
Amortization of discount on notes payable		10,954			-			20,954
Impairment of investment-related party		-			-			7,300
Expense of canceling purchase of broker dealer		-			-			7,500
Loss on sale of automobile		-			-			3,620
Fair value of shares issued for services		-			-			677,137
Changes in operating assets and liabilities:
Prepaid expense		(10,000	)		-			(10,000	)
Prepaid marketing		-			(15,850	)		-
Accounts payable		(4,243	)		74,502			141,487
Amounts due officer		(132,770	)		98,900			339,975
Accrued expenses		29,563			8,140			89,254
Deposit		100,000			-			100,000
Net cash used in operating activities		(393,149	)		(43,101	)		(1,861,952	)

Cash Flows from Investing Activities
Proceeds from sale of automobile		-			-			4,893
Acquisition of property and equipment		-			-			(56,238	)
Deposit for purchase of broker-dealer, net		-			-			(7,500	)
Investment in Surya Consulting LLC		-			-			(7,300	)
Net cash used in investing activities		-			-			(66,145	)

Cash Flows from Financing Activities
Proceeds from issuance of common stock		-			-			1,373,980
Principal proceeds from notes payable		833,848			43,279			996,592
Principal payment on notes payable		(49,580	)		-			(49,580	)
Net cash provided by financing activities		784,268			43,279			2,320,992

Increase in cash		391,119			178			392,895
Cash and cash equivalents, beginning of period		1,776			398			-
Cash and cash equivalents , end of period	$	392,895		$	576		$	392,895

Supplemental disclosure information
Income taxes paid	$	-		$	-		$	-
Interest paid	$	-		$	-		$	-

Supplemental non-cash investing and financing activities
Discount on notes payable	$	33,256		$	-		$	33,256
Sale of automobile and reduction of accounts payable	$	-		$	-		$	5,000

See accompanying notes to condensed financial statements

CHRISTIAN STANLEY, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Six Months Ended June 30, 2010

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of business

Christian Stanley, Inc. (“the Company”) was incorporated as a California corporation in March 2006, and serves as the successor entity to Christian Stanley, LLC, a California limited liability company formed June 1, 2004. The Company intends to serve as a life settlement policy broker and investor. The Company is a development stage enterprise as defined by authoritative guidance for accounting and reporting by development stage enterprises issued by the Financial Accounting Standards Board (“FASB”). All losses accumulated since the inception of the Company will be considered as part of the Company's development stage activities. The Company has generated insignificant revenue to date. The Company's fiscal year end is December 31.

Going concern

The Company has a history of operating losses. During the six months ended June 30, 2010, the Company incurred a net loss of $387,377 and used cash in operations of $393,149, and had a working capital deficiency of $617,032 and a shareholders’ deficiency of $1,219,230 at June 30, 2010. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from these uncertainties. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan.

In July, 2008, the California Regional Office of the Securities and Exchange Commission (the "SEC") opened a formal order of investigation of the president of the Company. Although the status of such investigation and its specific nature are unclear, it appears that its principal focus is whether the private sales of the Company’s stock has complied with the rules and regulations governing such sales. If the SEC determines the rules governing the private sale of securities have been violated, it may impose a variety of remedies, including requiring that a recision offer be made to the purchasers of the stock, by which investors would receive back their investment funds with interest. The Company does not have the financial ability to complete an offer of recision to its investors and such a determination would likely have a severe adverse impact on the ability of the Company to continue to attempt to develop operations (see Note 6).

Basis of presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the Company's annual financial statements for the year ended December 31, 2009 included elsewhere in the registration statement. The results of operations for interim periods are not necessarily indicative of the results expected for a full year or for any future period.

Use of estimates

Cash and cash equivalents

For purposes of the financial statements, the Company considers all liquid instruments purchased with original maturities of three months or less to be cash equivalents.

Equipment

Equipment is stated at cost less accumulated depreciation. Expenditures for additions, renewals, and improvements are capitalized. Costs of repairs and maintenance are expensed when incurred.

Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which range from three to five years.

Revenue recognition and investment in life insurance policies

The Company intends to serve as a life settlement policy broker and anticipates it will be paid a commission for such services. Commission revenue, if any, will be recorded when the commission is earned, which usually will be upon the successful completion of a transaction and the Company has no further performance obligations. During the six months ended June 30, 2010 or 2009, the Company did not record any broker commission revenue.

Investment in life insurance policies, if any, will be recorded in accordance the authoritative guidance issued by the FASB for accounting for life settlement contracts by third-party investors, which states that an investor may elect to account for its investments in life settlement contracts using either the investment method or the fair value method. The election shall be made on an instrument-by instrument basis and is irrevocable. Under the investment method, an investor shall recognize the initial investment at the purchase price plus all initial direct costs. Continuing costs (policy premiums and direct external costs, if any) to keep the policy in force shall be capitalized. Under the fair value method, an investor shall recognize the initial investment at the purchase price. In subsequent periods, the investor shall remeasure the investment at fair value in its entirety at each reporting period and shall recognize change in fair value earnings (or other performance indicators for entities that do not report earnings) in the period in which the changes occur. At June 30, 2010 and December 31, 2009, the Company had no investments in life insurance policies.

Equity Based Compensation

Income Taxes

The Company accounts for income taxes and related accounts under the liability method. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted rates expected to be in effect during the year in which the basis differences reverse.

Loss per Share

Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. The diluted earnings per share calculation gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method. As of June 30, 2010 and 2009, the Company had no common stock equivalents or potentially dilutive instruments outstanding.

Financial assets and liabilities measured at fair value

Fair value measurements are determined by the Company's adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities as permitted. The adoption of the authoritative guidance did not have a material impact on the Company's fair value measurements. Fair value is defined in the authoritative guidance as 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. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs, other than the quoted prices in active markets, are observable either directly or indirectly.

Level 3—Unobservable inputs based on the Company's assumptions.

The Company is required to use observable market data if such data is available without undue cost and effort.

At June 30, 2010 the carrying amounts of financial instruments, including cash, and accounts payable and accrued liabilities approximate fair value because of their short maturity.

Concentration of Credit Risk

Financial instruments that are exposed to concentrations of credit risk consist principally of cash. The Company places its cash in what it believes to be credit-worthy financial institutions. However, cash balances may have exceeded federally insured levels at various times during the year. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk in cash.

Recent Accounting Pronouncements

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

NOTE 2 EQUIPMENT

Equipment consists of the following as of:

	June 30, 2010 (Unaudited)			December 31, 2009

Computer equipment	$	7,237		$	7,237

Less accumulated depreciation		(5,680	)		(4,956	)

	$	1,557		$	2,281

Depreciation expense was $724 and $3,366 for the six months ended June 30, 2010 and 2009, respectively.

NOTE 3 AMOUNTS DUE OFFICER

Amounts due officer consist of the following as of:

	June 30, 2010 (Unaudited)			December 31, 2009

Total accrued salary	$	1,200,000		$	1,100,000

Less advances		(860,025	)		(627,255	)

	$	339,975		$	472,745

For the six months ended June 30, 2010 and 2009, salary expense for the Company’s Chief Executive Officer was $100,000 and $100,000, respectively.

NOTE 4 - NOTES PAYABLE

Notes payable consist of the following:

	Maturity Dates	June 30, 2010 (Unaudited)			December 31, 2009

2009 Notes payable	September 2, 2010 through January 9, 2011	$	115,879		$	152,459

2010 Notes payable I	December 1, 2010 to January 21, 2011		239,343			-

2010 Notes payable II	March 29, 2015 to May 3, 2015		625,046			-

Convertible notes payable	May 28, 2010		-			10,000

Note payable to officer	January 31, 2010		-			3,000

Sub-Total			980,268			165,459
Less remaining debt discount			(22,302	)		(2,715	)
Notes payable, net			957,966			162,744
Less current portion of notes payable			294,211			-
Notes payable, long term		$	663,755		$	-

At June 30, 2010, the notes payable mature as follows:

12 months ended June 30,	Amount
2011	$	355,222
2012		-
2013		-
2014		-
2015		625,046
Total	$	980,268

2009 Notes Payable

From March 2, 2009 to December 22, 2009, the Company issued promissory notes to 17 individuals in the aggregate face amount of $165,459. The notes are unsecured, bear interest at 5% to 12% per annum and mature twelve to eighteen months from original issuance date. Three of the notes payable with an aggregate face amount of $51,580 were issued for aggregate proceeds of $48,865, resulting in a discount of $2,715. The discount is amortized over the term of the notes using the effective interest method. At June 30, 2010 and December 31, 2009 the principle balance of the notes outstanding was $115,879 and $152,459, and the balance of the unamortized discount was $0 and $2,715, respectively.

2010 Notes payable I

From January 21, 2010 to June 21, 2010, the Company issued promissory notes to four individuals in the aggregate face amount of $239,343. The notes are unsecured, bear interest 12% per annum and mature twelve to six to twelve months from original issuance date. Two of the notes payable with an aggregate face amount of $174,342 were issued for aggregate proceeds of $165,801, resulting in a discount of $8,541. The discount is amortized over the term of the notes using the effective interest method. At June 30, 2010 the balance of the unamortized discount was $1,011.

2010 Notes payable II

From March 29, 2010 to May 3, 2010, the Company issued promissory notes to five individuals in the aggregate face amount of $625,046. The notes are unsecured, bear interest at 9.6% to 12% per annum and mature five years from the original issuance date. One of the notes payable with a face amount of $150,000 was issued for aggregate proceeds of $128,000, resulting in a discount of $22,000. The discount is amortized over the term of the note using the effective interest method. At June 30, 2010 the balance of the unamortized discount was $21,291.

NOTE 5 DEPOSIT

On April 16, 2010, the Company entered into a franchise agreement with a company (the franchisee). The agreement provides the franchisee the right to use the Company’s system for life settlement consulting to develop a consulting practice in southwest Florida. The term of the agreement is 15 years.

The franchisee agreed to pay the Company a total of $300,000, of which $100,000 is to be used by the Company to pay third-party vendors for advertising in Florida, $75,000 is to be used to by the Company to acquire a life insurance policy for the franchisee from a third-party vendor, $75,000 is to be used by the franchisee to acquire 50,000 shares of common stock of the Company, and $50,000 is consideration for using the Company’s life consulting system. The $50,000 consideration for using the Company’s life consulting system will be amortized into income on a pro rata basis over the term of the agreement once the franchisee’s consulting practice has begun using the Company’s system for life settlement consulting. On April 16, 2010, the franchisee made an initial deposit of $100,000 for the franchise agreement and is to pay the remaining $200,000 by October 16, 2010.

As of June 30, 2010, the Florida consulting practice had not been established, and had not implemented using the Company’s system for consulting. Also as of June 30, 2010, the Company had not made any material purchases of advertising in Florida pursuant to the franchise agreement. Accordingly, no advertising costs or revenue were recorded, and at June 30, 2010, the Company has accounted for the initial deposit of $100,000 in current liabilities as deposit liability.

NOTE 6 INCOME TAXES

The Company has federal and state net operating loss carryforwards that can be used through 2019 to offset taxable income, and accordingly, has not recorded a provision for income taxes in the current year.

Significant components of the Company's deferred income tax liability at June 30, 2010 and December 31, 2009 are as follows:

	June 30, 2009 (Unaudited)			December 31, 2009
Deferred tax assets:
Net operating loss carry forward	$	1,030,000		$	878,000
Share-based compensation		258,000			258,000
Total deferred tax assets		1,288,000			1,136,000
Valuation allowance		(1,288,000	)		(1,136,000	)
Net deferred income tax asset	$	-		$	-

In the Company’s opinion, based on the weight of available evidence, it is more likely than not it will not generate sufficient taxable income in the future to fully realize the net deferred tax asset. Accordingly, a valuation allowance for the deferred tax asset has been recorded.

Reconciliation of the effective income tax rate to the U.S. statutory rate for the six months ended June 30, 2009 is as follows:

Tax expense at the U.S. statutory income tax rate	34.0	%
State tax net of federal tax benefit	5.8	%
Net effect of net operating loss and other	(39.8	%)
Effective income tax rate	0.0	%

Pursuant to the authoritative guidance issued by the FASB, a company can recognize an income tax benefit only if the position has a more likely than not chance of being sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FASB also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of December 31, 2009, the Company does not have a liability for unrecognized tax uncertainties.

NOTE 7 - CAPITAL STOCK

The Company was capitalized on June 1, 2004 when it issued 64,000,000 shares of common stock valued at zero to its founder.

Since inception, the Company has sold a total of 11,741,667 shares of common stock in private placements to accredited investors for total proceeds, net of offering costs, of $1,373,980 as follows:

Sale of common stock in 2004

-500,000 shares issued at $0.007 per share for total consideration of $3,500

-650,000 shares issued at $0.03 per share for a total consideration of $20,000

-Offering costs totaling $2,000 are deducted from the proceeds of the sales

Sale of common stock in 2005

-1,100,000 shares issued at $0.02 per share for total consideration of $23,000

-2,935,000 shares issued at $0.03 per share for total consideration of $93,000

-725,000 shares issued at $0.04 per share for total consideration of $29,000

-1,000,000 shares issued at $0.06 per share for total consideration of $60,000

-150,000 shares issued at $0.07 per share for total consideration of $10,000

-5,000 shares issued at $1.00 per share for total consideration of $5,000

-Offering costs totaling $35,940 are deducted from the proceeds of the sales

Sale of common stock in 2006

-250,000 shares issued at $0.02 per share for total consideration of $5,000

-1,135,000 shares issued at $0.04 per share for total consideration of $45,000

-500,000 shares issued at $0.06 per share for total consideration of $30,000

-575,000 shares issued at $0.07 per share for total consideration of $40,000

-145,000 shares issued at $0.10 per share for total consideration of $14,000

-580,000 shares issued at $0.12 per share for total consideration of $70,000

-136,000 shares issued at $0.20 per share for total consideration of $26,666

-250,000 shares issued at $0.24 per share for total consideration of $60,000

-20,000 shares issued at $0.42 per share for total consideration of $8,334

-15,000 shares issued at $0.50 per share for total consideration of $7,500

-25,000 shares issued at $0.60 per share for total consideration of $15,000

-25,000 shares issued at $0.72 per share for total consideration of $18,000

-125,000 shares issued at $0.80 per share for total consideration of $100,000

-107,500 shares issued at $1.00 per share for total consideration of $107,500

-25,000 shares issued at $1.20 per share for total consideration of $30,000

-Offering costs totaling $57,455 are deducted from the proceeds of the sales

Sale of common stock in 2007

-125,000 shares issued at $0.08 per share for total consideration of $10,000

-30,000 shares issued at $0.10 per share for total consideration of $3,000

-10,000 shares issued at $0.20 per share for total consideration of $2,000

-5,000 shares issued at $0.80 per share for total consideration of $4,000

-10,000 shares issued at $0.90 per share for total consideration of $9,000

-12,500 shares issued at $0.92 per share for total consideration of $11,560

-13,000 shares issued at $0.98 per share for total consideration of $12,700

-274,500 shares issued at $1.00 per share for total consideration of $274,500

-10,000 shares issued at $1.90 per share for total consideration of $19,000

-Offering costs totaling $10,000 are deducted from the proceeds of the sales

Sale of common stock in 2008

-20,000 shares issued at $0.53 per share for total consideration of $10,500

-109,000 shares issued at $1.00 per share for total consideration of $109,000

-63,000 shares issued at $1.06 per share for total consideration of $66,500

-30,000 shares issued at $1.10 per share for total consideration of $33,000

-20,000 shares issued at $1.50 per share for total consideration of $30,000

-15,000 shares issued at $1.94 per share for total consideration of $29,115

-12,500 shares issued at $2.00 per share for total consideration of $25,000

-3,667 shares issued at $2.73 per share for total consideration of $10,000

-There were no offering costs incurred during the year ended December 31, 2008.

Issuance of common stock for services

Since inception, the Company has issued a total of 5,321,250 shares of common stock to employees and other individuals for services as follows:

Period	Number of shares		Fair value of shares		Average value per share
Year ended December 31, 2004		4,021,250	$	120,637	$	0.03
Year ended December 31, 2005		-		-		-
Year ended December 31, 2006		1,300,000		556,500	$	0.43
Year ended December 31, 2007		-		-		-
Year ended December 31, 2008		-		-		-
Six months ended June 30, 2009 (unaudited)		-		-		-
Total		5,321,250	$	677,137	$	0.13

The value of the shares were valued based on the price of shares of the Company's common stock sold in contemporaneous private placements and were recorded as compensation expense as follows: $556,500 for the year ended December 31, 2006, and $120,637 for the year ended December 31, 2004.

NOTE 8 – RELATED PARTY TRANSACTIONS

During the six month ended June 30, 2010, the Company paid $12,500 to a shareholder for providing consulting services to the Company.

NOTE 9 – COMMITMENTS AND CONTINGIENCIES

The Company leases its office facilities under a month-to-month operating lease. For the six months ended June 30, 2009 and 2008, rent expense was $1,035 and $2,049, respectively.

In July, 2008, the California Regional Office of the Securities and Exchange Commission (the "SEC") opened a formal order of investigation of the president of the Company, Mr. Daniel C.S. Powell. Although the status of such investigation and its specific nature are unclear, it appears that its principal focus is whether the private sales of the Company’s stock to date has complied with the rules and regulations governing such private sales of securities. Depending upon its initial findings after review, the SEC may determine to expand its investigation to include the Company or to broaden the focus of the investigation to other concerns such as securities fraud. If the SEC determines that the rules governing the private sale of securities have been violated, it may impose a variety of remedies, including requiring that a recision offer be made to the purchasers of the stock, by which investors would receive back their investment funds with interest. If the SEC made a determination of fraud, it would have additional remedies available including fines and/or the temporary or permanent bar of Mr. Powell from acting as an officer, director or control person of a public company. The Company does not have the financial ability to complete an offer of recision to its investors and such a determination would likely have a severe adverse impact on the ability of the Company to continue to attempt to develop operations. Similarly, the imposition of a permanent or temporary bar of Mr. Powell from acting as an officer or director of a public company would require Mr. Powell’s resignation from such offices with the Company and would also likely have a severe adverse impact on the ability of the Company to continue.

CHRISTIAN STANLEY, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2009 AND 2008

CHRISTIAN STANLEY, INC.

(A DEVELOPMENT STAGE COMPANY)

CONTENTS

PAGE	2	REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PAGE	3	BALANCE SHEETS AS OF DECEMBER 31, 2009 AND DECEMBER 31, 2008

PAGE	4	STATEMENTS OF OPERATIONS FOR YEARS ENDED DECEMBER 31, 2009 AND 2008 AND FOR THE PERIOD JUNE 1, 2004 (INCEPTION) TO DECEMBER 31, 2009

PAGE	5	STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE PERIOD JUNE 1, 2004 (INCEPTION) TO DECEMBER 31, 2009

PAGE	6	STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 AND FOR THE PERIOD JUNE 1, 2004 (INCEPTION) TO DECEMBER 31, 2009

PAGES	7-17	NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2009 AND 2008

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders of

Christian Stanley, Inc.

(a Development Stage Company)

Los Angeles, California

We have audited the accompanying balance sheets of Christian Stanley, Inc. (the “Company”) (a development stage company) as of December 31, 2009 and 2008, and the related statements of operations, changes in stockholders' deficiency, and cash flows for the years ended December 31, 2009 and 2008, and for the period June 1, 2004 (Inception) to December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with 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 its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Christian Stanley, Inc. (a development stage company) at December 31, 2009 and 2008, and the results of its operations and its cash flows for the years ended December 31, 2009 and 2008, and for the period June 1, 2004 (Inception) to December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming Christian Stanley, Inc. will continue as a going concern. The Company has experienced recurring losses since inception and has a stockholders’ deficiency at December 31, 2009. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern. Management's plans in regard to these matters are described in Note 1 to the financial statements. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Weinberg & Company, P.A.

Los Angeles, California

April 30, 2010

CHRISTIAN STANLEY, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

	December 31, 2009			December 31, 2008
ASSETS
Current assets
Cash and cash equivalents	$	1,776		$	398

Total current assets		1,776			398

Equipment, net		2,281			10,969


Total assets	$	4,057		$	11,367


LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current liabilities
Accounts payable and accrued expenses	$	145,670		$	80,600
Amounts due officer		472,745			322,617
Accrued payroll taxes		54,751			44,739
Notes payable, net (including $3,000 and $0 due to related party respectively)		162,744			-

Total current liabilities		835,910			447,956

Commitments and contingences

Stockholders’ deficiency
Common stock, 100,000,000 shares authorized, 81,062,917 shares issued and outstanding		2,051,117			2,051,117
Additional paid-in capital		10,000			-
Deficit accumulated during development stage		(2,892,970	)		(2,487,706	)
Total stockholders’ deficiency		(831,853	)		(436,589	)

Total liabilities and stockholders’ deficiency	$	4,057		$	11,367

See accompanying notes to financial statements

- 3 -

CHRISTIAN STANLEY, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

	Year ended December 31,						Period from June 1, 2004 (inception) to December 31,
	2009			2008			2009

Consulting revenue	$	-		$	11,250		$	21,250
Agent fee revenue		10,000			-			10,000
Total revenue		10,000			11,250			31,250

General and administrative expenses		401,069			612,453			2,898,360

Loss from operations		(391,069	)		(601,203	)		(2,867,110	)

Impairment of investment – related party		-			(7,300	)		(7,300	)
Gain (loss) on sale of automobiles		745			-			(3,620	)
Interest expense		(14,940	)		-			(14,940	)

Net loss	$	(405,264	)	$	(608,503	)	$	(2,892,970	)

Net loss per share, basic and diluted	$	(0.00	)	$	(0.01	)
Weighted average number of shares outstanding, weighted and diluted		81,062,917			80,963,924

See accompanying notes to financial statements

- 4 -

CHRISTIAN STANLEY, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

June 1, 2004 (Inception) to December 31, 2009

	Common Stock
	Number of shares		Amount		Additional paid in Capital		Accumulated Deficit			Total
Balance, June 1, 2004		-	$	-	$	-	$	-		$	-
Shares issued to founder		64,000,000		-		-		-			-
Fair value of shares issued for services		4,021,250		120,637		-		-			120,637
Issuance of shares for cash, net of offering costs		1,150,000		21,500		-		-			21,500
Net loss		-		-		-		(241,858	)		(241,858	)
Balance, December 31, 2004		69,171,250		142,137		-		(241,858	)		(99,721	)
Issuance of shares for cash, net of offering costs		5,915,000		184,060		-		-			184,060
Net loss		-		-		-		(311,584	)		(311,584	)
Balance, December 31, 2005		75,086,250		326,197		-		(553,442	)		(227,245	)
Fair value of shares issued for services		1,300,000		556,500		-		-			556,500
Issuance of shares for cash, net of offering costs		3,913,500		519,545		-		-			519,545
Net loss		-		-		-		(985,726	)		(985,726	)
Balance, December 31, 2006		80,299,750		1,402,242		-		(1,539,168	)		(136,926	)
Issuance of shares for cash, net of offering costs		490,000		335,760		-		-			335,760
Net loss		-		-		-		(340,035	)		(340,035	)
Balance, December 31, 2007		80,789,750		1,738,002		-		(1,879,203	)		(141,201	)
Issuance of shares for cash, net of offering costs		273,167		313,115		-		-			313,115
Net loss		-		-		-		(608,503	)		(608,503	)
Balance, December 31, 2008		81,062,917		2,051,117		-		(2,487,706	)		(436,589	)
Intrinsic value of beneficial conversion associated with convertible notes		-		-		10,000		-			10,000
Net loss		-		-		-		(405,264	)		(405,264	)
Balance, December 31, 2009		81,062,917	$	2,051,117	$	10,000	$	(2,892,970	)	$	(831,853	)

See accompanying notes to financial statements

- 5 -

CHRISTIAN STANLEY, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

	Year ended December 31,						Period from June 1, 2004 (inception) to December 31,
	2009			2008			2009
Cash Flows from Operating Activities
Net Loss	$	(405,264	)	$	(608,503	)	$	(2,892,970	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		4,433			6,731			40,444
Amortization of discount on convertible notes		10,000						10,000
Impairment of investment-related party		-			7,300			7,300
Expense of canceling purchase of broker dealer		-			7,500			7,500
(Gain) loss on sale of automobile		(745	)		-			3,620
Fair value of shares issued for services		-			-			677,137
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		70,070			80,600			150,670
Amounts due officer		150,128			97,985			472,745
Accrued payroll taxes		10,012			9,714			54,751
Net cash used in operating activities		(161,366	)		(398,673	)		(1,468,803	)

Cash Flows from Investing Activities
Proceeds from sale of automobile		-			-			4,893
Acquisition of property and equipment		-			(2,850	)		(56,238	)
Investment in Surya Consulting LLC – related party		-			(7,300	)		(7,300	)
Deposit for purchase of broker-dealer, net		-			(7,500	)		(7,500	)
Net cash used in investing activities		-			(17,650	)		(66,145	)

Cash Flows from Financing Activities
Proceeds from issuance of common stock		-			313,115			1,373,980
Proceeds from notes payable		162,744			-			180,682
Principal payment of notes payable		-			-			(17,938	)
Net cash provided by financing activities		162,744			313,115			1,536,724

Increase (decrease) in cash		1,378			(103,208	)		1,776

Cash and cash equivalents, beginning of period		398			103,606			-
Cash and cash equivalents , end of period	$	1,776		$	398		$	1,776

Supplementary cash flow information
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-
Supplemental noncash investing and financing activities
Sale of automobile and reduction of accounts payable	$	5,000		$	-		$	5,000
Discount on notes payable	$	2,715		$	-		$	2,715

See accompanying notes to financial statements

- 6 -

CHRISTIAN STANLEY, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

December 31, 2009

NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of business

Christian Stanley, Inc. (“the Company”) was incorporated as a California corporation in March 2006, and serves as the successor entity to Christian Stanley, LLC, a California limited liability company formed June 1, 2004. The Company is a development stage enterprise pursuant to the guidance issued by the Financial Accounting Standards Board (“FASB”). All losses accumulated since the inception of the Company will be considered as part of the Company's development stage activities. The Company has generated insignificant revenue since inception. The Company's fiscal year end is December 31.

Going concern

The Company has a history of operating losses. For the year ended December 31, 2009, the Company incurred a net loss of $405,264 and used cash in operations of $161,366, had a working capital deficiency of $834,134 and a shareholders’ deficiency of $831,853 at December 31, 2009. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from these uncertainties. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan.

In July, 2008, the California Regional Office of the Securities and Exchange Commission (the "SEC") opened a formal order of investigation of the Chief Executive Officer of the Company. Although the status of such investigation and its specific nature are unclear, it appears that its principal focus is whether the private sales of the Company’s stock has complied with the rules and regulations governing such sales. If the SEC determines the rules governing the private sale of securities have been violated, it may impose a variety of remedies, including requiring that a recision offer be made to the purchasers of the stock, by which investors would receive back their investment funds with interest. The Company does not have the financial ability to complete an offer of recision to its investors and such a determination would likely have a severe adverse impact on the ability of the Company to continue to attempt to develop operations (see Note 8).

Use of estimates

Cash and cash equivalents

For purposes of the financial statements, the Company considers all liquid instruments purchased with original maturities of three months or less to be cash equivalents.

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Equipment

Equipment is stated at cost less accumulated depreciation. Expenditures for additions, renewals, and improvements are capitalized. Costs of repairs and maintenance are expensed when incurred.

Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which range from three to five years.

Revenue recognition and investment in life insurance policies

During 2009, the Company received an aggregate of $3,000 from six individuals as consideration for the right to act as sales agents for the Company. In addition, one of the individuals paid the Company an additional $7,000 to receive the right to an enhanced commission structure. The agreements with the agents are for five years, expressly not contingent on any future performance requirements by the Company, are nonrefundable, and not tied to any discounted pricing. Revenue for these fees is recognized when a signed contract has been executed, the right to act as sales agent or receive an enhanced commission has been delivered, fees are fixed or determinable, and collectibility is reasonably assured, generally which occur when the agent signs an agreement with the Company to be a sales agent.

The Company intends to serve as a life settlement policy broker and anticipates it will be paid a commission for such services. Commission revenue, if any, will be recorded when the commission is earned, which usually will be upon the successful completion of a transaction and the Company has no further performance obligations. During the years ended December 31, 2009 and 2008, the Company did not record any broker commission revenue.

Share-based payments

The Company periodically issues shares of common stock to employees and non-employees in non-capital raising transactions for services and for financing costs.

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The Company accounts for shares issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (“FASB”). The Company accounts for shares issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete.

The Company has no options or warrants to purchase shares of common stock outstanding at December 31, 2009 and 2008.

Income Taxes

Loss per Share

Basic loss per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. The diluted earnings per share calculation gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method. As of December 31, 2009 and 2008, the Company had no common stock equivalents or potentially dilutive instruments outstanding.

Financial assets and liabilities measured at fair value

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs, other than the quoted prices in active markets, are observable either directly or indirectly.

Level 3—Unobservable inputs based on the Company's assumptions.

The Company is required to use observable market data if such data is available without undue cost and effort.

At December 31, 2009, the carrying amounts of financial instruments, including cash, and accounts payable and accrued liabilities approximate fair value because of their short maturity.

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Comprehensive loss

For the years ended December 31, 2009 and 2008, and the period June 1, 2004 (inception) to December 31, 2009, the Company had no items that represent other comprehensive income or loss.

Concentration of Credit Risk

Recent Accounting Pronouncements

In June 2009, the FASB issued authoritative guidance on accounting standards codification and the hierarchy of generally accepted accounting principles (“GAAP") effective for interim and annual reporting periods ending after September 15, 2009. The FASB accounting standards codification (“ASC, “Codification”) has become the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with GAAP. All existing accounting standard documents are superseded by the Codification and any accounting literature not included in the Codification will not be authoritative. However, rules and interpretive releases of the SEC issued under the authority of federal securities laws will continue to be sources of authoritative GAAP for SEC registrants. Beginning with the interim period ending September 30, 2009, all references made by the Company to GAAP in its consolidated financial statements use the Codification numbering system. The Codification does not change or alter existing GAAP and, therefore, it does not have an impact on our financial position, results of operations and cash flows.

In June 2009, the FASB made an updated the principle for the consolidation of variable interest entities. Among other things, the update replaces the calculation for determining which entities, if any, have a controlling financial interest in a variable interest entity (VIE) from a quantitative based risks and rewards calculation, to a qualitative approach that focuses on identifying which entities have the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. The update also requires ongoing assessments as to whether an entity is the primary beneficiary of a VIE (previously, reconsideration was only required upon the occurrence of specific events), modifies the presentation of consolidated VIE assets and liabilities, and requires additional disclosures about a company’s involvement in VIE’s. This update will be effective for fiscal years beginning after November 15, 2009. The Company does not currently believe that the adoption of this update will have any effect on its consolidated financial position and results of operations.

In October 2009, the FASB issued authoritative guidance on revenue recognition that will become effective for us beginning July 1, 2010, with earlier adoption permitted. Under the new guidance on arrangements that include software elements, tangible products that have software components that are essential to the functionality of the tangible product will no longer be within -10- the scope of the software revenue recognition guidance, and software-enabled products will now be subject to other relevant revenue recognition guidance. Additionally, the FASB issued authoritative guidance on revenue arrangements with multiple deliverables that are outside the scope of the software revenue recognition guidance. Under the new guidance, when vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative selling price method.

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The new guidance includes new disclosure requirements on how the application of the relative selling price method affects the timing and amount of revenue recognition. We believe the adoption of this new guidance will not have a material impact on our financial statements.

NOTE 2 - EQUIPMENT

Equipment consists of the following as of:

	December 31, 2009			December 31, 2008
Automobile	$	-		$	35,696
Computer equipment		7,237			7,237
		7,237			42,933

Less accumulated depreciation		(4,956	)		(31,964	)

	$	2,281		$	10,969

Depreciation expense was $4,433, $6,731, and $40,444, for the years ended December 31, 2009 and 2008, and for the period June 1, 2004 (inception) to December 31, 2009, respectively.

NOTE 3 – AMOUNTS DUE OFFICER

Amounts due officer consist of the following as of:

	December 31, 2009			December 31, 2008

Total accrued salary	$	1,100,000		$	900,000

Less advances		(627,255	)		(577,383	)

	$	472,745		$	322,617

Salary expense for the Company’s Chief Executive Officer was $200,000, $200,000, and $1,100,000, for the years ended December 31, 2009 and 2008, and for the period June 1, 2004 (inception) to December 31, 2009, respectively.

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NOTE 4 - NOTES PAYABLE

Notes payable consist of the following:

	Maturity Date	December 31, 2009			December 31, 2008

Notes payable	Various from May 28, 2010 through November 15, 2010	$	152,459		$	-

Convertible notes payable	May 28, 2010		10,000			-

Note payable to officer	January 31, 2010		3,000			-

Sub-Total			165,459			-

Less debt discount			(2,715	)		-

Notes payable, net		$	162,744		$	-

Notes Payable

During 2009, the Company issued promissory notes to 13 individuals in the aggregate face amount of $152,459. The notes are unsecured, bear interest at 5% to 12% per annum and will mature within twelve months from issuance date. At December 31, 2009, the balance of the notes payable was $152,459. Three of the notes payable with an aggregate face amount of $51,580 were issued for aggregate proceeds of $48,865, resulting in a discount of $2,715. The discount will be amortized beginning January 1, 2010 over the term of the notes using the effective interest method. At December 31, 2009 the balance of the unamortized discount was $2,715.

Convertible Notes Payable

In July 2009, the Company issued convertible notes payable to three individuals in the aggregate of $10,000. The convertible notes are unsecured, bear interest at 10% per annum, and were originally due November 30, 2009. In November 2009, the note maturity dates were extended to May 28, 2010. The notes are convertible, at the option of the noteholders, into shares of common stock of the Company at a conversion price equal to 50% of the initial public trade price of the Company’s common stock. At December 31, 2009 the balance of the loans was $10,000. The Company determined that the convertible notes payable contained a beneficial conversion feature of $10,000, which was considered as debt discount, and amortized over the original term of the notes using the effective interest method. During the year ended December 31, 2009, amortization of the discount on convertible notes was $10,000, and at December 31, 2009, the balance of the unamortized debt discount was $0. On January 31, 2010, the convertible notes were paid in full.

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Note Payable to officer

In July 2009, the Company’s Chief Financial Officer loaned $3,000 to the Company. The loan is unsecured, bears interest at 12% per annum and matured on January 31, 2010. At December 31, 2009, the balance of the loan was $3,000. On January 31, 2010, the note payable to officer was paid in full.

NOTE 5 - INCOME TAXES

Significant components of the Company's deferred income tax liability at December 31, 2009 and December 31, 2008 are as follows:

	December 31, 2009			December 31, 2008
Deferred tax assets:
Net operating loss carry forward	$	878,000		$	717,000
Share-based compensation		258,000			258,000
Total deferred tax assets		1,136,000			975,000
Valuation allowance		(1,136,000	)		(975,000	)
Net deferred income tax asset	$	-		$	-

Reconciliation of the effective income tax rate to the U.S. statutory rate for the year ended December 31, 2009 is as follows:

Tax expense at the U.S. statutory income tax rate	34.0	%
State tax net of federal tax benefit	5.8	%
Net effect of net operating loss	(39.8	%)
Effective income tax rate	0.0	%

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NOTE 6 - CAPITAL STOCK

The Company was capitalized on June 1, 2004 when it issued 64,000,000 shares of common stock valued at zero to its founder.

Since inception, the Company has sold a total of 11,741,667 shares of common stock in private placements to accredited investors for total proceeds, net of offering costs, of $1,373,980 as follows:

Sale of common stock in 2004

-500,000 shares issued at $0.007 per share for total consideration of $3,500

-650,000 shares issued at $0.03 per share for a total consideration of $20,000

-Offering costs totaling $2,000 are deducted from the proceeds of the sales

Sale of common stock in 2005

-1,100,000 shares issued at $0.02 per share for total consideration of $23,000

-2,935,000 shares issued at $0.03 per share for total consideration of $93,000

-725,000 shares issued at $0.04 per share for total consideration of $29,000

-1,000,000 shares issued at $0.06 per share for total consideration of $60,000

-150,000 shares issued at $0.07 per share for total consideration of $10,000

-5,000 shares issued at $1.00 per share for total consideration of $5,000

-Offering costs totaling $35,940 are deducted from the proceeds of the sales

Sale of common stock in 2006

-250,000 shares issued at $0.02 per share for total consideration of $5,000

-1,135,000 shares issued at $0.04 per share for total consideration of $45,000

-500,000 shares issued at $0.06 per share for total consideration of $30,000

-575,000 shares issued at $0.07 per share for total consideration of $40,000

-145,000 shares issued at $0.10 per share for total consideration of $14,000

-580,000 shares issued at $0.12 per share for total consideration of $70,000

-136,000 shares issued at $0.20 per share for total consideration of $26,666

-250,000 shares issued at $0.24 per share for total consideration of $60,000

-20,000 shares issued at $0.42 per share for total consideration of $8,334

-15,000 shares issued at $0.50 per share for total consideration of $7,500

-25,000 shares issued at $0.60 per share for total consideration of $15,000

-25,000 shares issued at $0.72 per share for total consideration of $18,000

-125,000 shares issued at $0.80 per share for total consideration of $100,000

-107,500 shares issued at $1.00 per share for total consideration of $107,500

-25,000 shares issued at $1.20 per share for total consideration of $30,000

-Offering costs totaling $57,455 are deducted from the proceeds of the sales

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Sale of common stock in 2007

-125,000 shares issued at $0.08 per share for total consideration of $10,000

-30,000 shares issued at $0.10 per share for total consideration of $3,000

-10,000 shares issued at $0.20 per share for total consideration of $2,000

-5,000 shares issued at $0.80 per share for total consideration of $4,000

-10,000 shares issued at $0.90 per share for total consideration of $9,000

-12,500 shares issued at $0.92 per share for total consideration of $11,560

-13,000 shares issued at $0.98 per share for total consideration of $12,700

-274,500 shares issued at $1.00 per share for total consideration of $274,500

-10,000 shares issued at $1.90 per share for total consideration of $19,000

-Offering costs totaling $10,000 are deducted from the proceeds of the sales

Sale of common stock in 2008

-20,000 shares issued at $0.53 per share for total consideration of $10,500

-109,000 shares issued at $1.00 per share for total consideration of $109,000

-63,000 shares issued at $1.06 per share for total consideration of $66,500

-30,000 shares issued at $1.10 per share for total consideration of $33,000

-20,000 shares issued at $1.50 per share for total consideration of $30,000

-15,000 shares issued at $1.94 per share for total consideration of $29,115

-12,500 shares issued at $2.00 per share for total consideration of $25,000

-3,667 shares issued at $2.73 per share for total consideration of $10,000

-There were no offering costs incurred during the year ended December 31, 2008.

Issuance of common stock for services

Since inception, the Company has issued a total of 5,321,250 shares of common stock to employees and other individuals for services as follows:

Year ended	Number of shares		Fair value of shares		Average value per share
December 31, 2004		4,021,250	$	120,637	$	0.03
December 31, 2005		-		-		-
December 31, 2006		1,300,000		556,500	$	0.43
December 31, 2007		-		-		-
December 31, 2008		-		-		-
December 31, 2009		-		-		-
Total		5,321,250	$	677,137	$	0.13

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NOTE 7 – RELATED PARTY TRANSACTIONS

On February 12, 2008, the Company purchased five percent of Surya Consulting LLC for $7,300. The president of Surya Consulting is a shareholder in the Company. In the fourth quarter of 2008, the Company recorded a $7,300 impairment charge to write-down the investment in Surya Consulting. The decline in value was based on a combination of factors, including deterioration in the economic environment and lack of operating activities at Surya Consulting, and the impairment was determined to be other other-than-temporary. During the years ending December 31, 2009 and 2008, the Company paid zero and $31,145, respectively, to the shareholder or Surya Consulting LLC for providing consulting services to the Company.

Also during the year ended December 31, 2008, the Company paid $20,200 to a shareholder for providing consulting services to the Company.

NOTE 8 - COMMITMENTS AND CONTINGIENCIES

The Company leases its office facilities under a month-to-month operating lease. For the years ending December 31, 2009 and 2008, rent expense was $2,935 and $5,126, respectively.

In July, 2008, the California Regional Office of the Securities and Exchange Commission (the "SEC") opened a formal order of investigation of the chief executive officer of the Company, Mr. Daniel C.S. Powell. Although the status of such investigation and its specific nature are unclear, it appears that its principal focus is whether the private sales of the Company’s stock to date has complied with the rules and regulations governing such private sales of securities. Depending upon its initial findings after review, the SEC may determine to expand its investigation to include the Company or to broaden the focus of the investigation to other concerns such as securities fraud. If the SEC determines that the rules governing the private sale of securities have been violated, it may impose a variety of remedies, including requiring that a recision offer be made to the purchasers of the stock, by which investors would receive back their investment funds with interest. If the SEC made a determination of fraud, it would have additional remedies available including fines and/or the temporary or permanent bar of Mr. Powell from acting as an officer, director or control person of a public company. The Company does not have the financial ability to complete an offer of recision to its investors and such a determination would likely have a severe adverse impact on the ability of the Company to continue to attempt to develop operations. Similarly, the imposition of a permanent or temporary bar of Mr. Powell from acting as an officer or director of a public company would require Mr. Powell’s resignation from such offices with the Company and would also likely have a severe adverse impact on the ability of the Company to continue.

The Company is currently in the process of filing with the U.S. Securities and Exchange Commission to become registered and sell shares to the public. The Company is filing under the Securities and Exchange Act of 1934 to start reporting on its operations. In conjunction with the process of filing, the Company has filed a Form S-1 (as amended) under the Securities and Exchange Act of 1933.

NOTE 9 - SUBSEQUENT EVENTS

In January, 2010, the Company issued two notes payable to unrelated parties for aggregate proceeds of $165,802. The notes bear interest at 12% per annum, are unsecured, and due six months from the date issued.

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PART II

Item 13. Other expenses of Issuance and Distribution

The following table sets forth the Company’s expenses in connection with this registration statement. All of the listed expenses are estimates, other than the filing fees payable to the Securities and Exchange Commission.

Registration Fees	$	4,048
State filing fees	$
Edgarizing fees	$
Transfer agent fees	$
Accounting fee	$
Legal fees	$
Printing	$

Item 14. Indemnification of Directors and Officers

The Company’s articles of incorporation includes an indemnification provision that provides that a director shall not be liable to the Company or any shareholder for monetary damages for breach of fiduciary duty as a director except (i) for any breach of the director’s duty of loyalty to the Company or its shareholders or (ii) for acts or omissions not in good faith or which involve intentional misconduct of (iii) for unlawful payment of dividend or unlawful stock purchase or redemption or (iv) for any transaction from which the director derived an improper personal benefit.

The Company does not believe that such indemnification affects the capacity of such person acting as officer, director or control person of the Company.

Item 15. Recent Sales of Unregistered Securities

The Company has sold the following securities within the past three years which were not registered under the Securities Act of 1933:

In 2007, the Company sold the following shares of common stock for the listed consideration pursuant to Rule 504 of Regulation D of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering. Each of the transactions listed below was a private transaction with a person or entity related to or personally known to the founder of the Company or one of its officers or shareholders. There was no public solicitation or advertisement. Offering costs of $10,000 have not been deducted from the proceeds shown below.

Mathew Weiner	5,000	$	4,000	1/4/2007
Josh Rodef	5,000		5,000	1/10/2007
Sunita Gupta	12,500		11,560	2/6/2007
Jennifer LaPlante	10,000		2,000	2/23/2007
Donald Mc Donald	10,000		10,000	2/28/2007
Michael W. McCowan	2,000		2,000	3/6/2007
Anand Gupta	13,000		12,700	3/7/2007
Lauranne Chartier	7,500		7,500	3/26/2007
Anand Gupta	5,000		5,000	4/11/2007
Sharron McCoy	4,000		4,000	4/11/2007
Joseph W. Harrison	125,000		10,000	4/20/2007
Carey A. Longley	10,000		9,000	4/30/2007
Jenish Patel	25,000		25,000	5/16/2007
Sharron Mc Coy	10,000		10,000	7/2/2007
Sharron Mc Coy	5,000		5,000	7/23/2007
Sharron Mc Coy	10,000		10,000	7/26/2007
Sharron Mc Coy	10,000		19,000	8/7/2007
Sharron Mc Coy	5,000		5,000	8/29/2007
Sharron Mc Coy	6,000		6,000	10/22/2007
Adel A. Salem	30,000		3,000	11/1/2007
Dominic Castagnola	75,000		75,000	11/27/2007
Judith Castagnola	10,000		10,000	11/27/2007
Jose Basso	5,000		5,000	11/27/2007
Andrew Castagnola	25,000		25,000	11/28/2007
Louis Castagnola, Jr.	25,000		25,000	11/28/2007
Joseph Castagnola	20,000		20,000	11/28/2007
Louis Castagnola Trust Acct.	20,000		20,000	12/21/2007

Total 2007	490,000	$	345,760

In 2008, the Company sold the following shares of common stock for the listed consideration pursuant to Rule 504 of Regulation D of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering. Each of the transactions listed below was a private transaction with a person or entity related to or personally known to the founder of the Company or one of its officers or shareholders. There was no public solicitation or advertisement.

Daniel Joo	5,000	$	10,000	2/15/2008
Alic-Land, LLC	63,000		66,500	3/7/2008
David Lo	15,000		29,115	3/7/2008
Mary Gregorio	7,500		15,000	3/14/2008
Alic-land, LLC	20,000		10,500	3/20/2008
Kim Anderson-Woods	20,000		30,000	4/4/08
Jamil A. Blake	3,667		10,000	5/15/08
Mary Helen Manjarrez	30,000		33,000	5/19/08
Sharron Mc Coy	12,000		12,000	5/28/08
Steve Finley	50,000		50,000	7/1/2008
Sharon Mc Coy	2,000		2,000	8/19/2008
Brian Quinn	30,000		30,000	9/8/2008
George Kaelin	15,000		15,000	9/17/2008

Total 2008	273,167	$	313,115

Beginning March 2, 2009, through May 3, 2010, the Company issued various promissory notes with a face value of $980,268 at discounted sales prices aggregating $957,966 with an interest rates ranging from 5% to 12% per annum. The notes were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering.

Item 16. Exhibits and Financial Statement Schedules.

EXHIBITS

3.1*	Articles of Incorporation, filed as exhibit to registration statement filed with Securities and Exchange Commission, November 11, 2008

3.2*	By-laws filed as exhibit to registration statement filed with Securities and Exchange Commission, November 11, 2008

10.1*

Agreement with Settlement Benefits Association, Inc.

10.2*

Agreement with Life Settlements International, LLC

10.3*

Escrow Agreement with Sunwest Trust Company

10.3.1*

Fee Schedule to Escrow Agreement with Sunwest Trust Company

10.4**

Form of subscription agreement for sale of the shares

10.5*

Agreement with Tiber Creek Corporation

10.6*

Prospective Buyers Agreement

5.0**

Opinion of Counsel on legality of securities being registered

23.1	Consent of Accountants

23.2**

Consent of Attorney (as part of Exhibit 5.0)

* Previously filed

** To be filed

Item 17. Undertakings

Undertaking Pursuant to Rule 415 Under the Securities Act of 1933

The undersigned registrant hereby undertakes:

(1).	To file, during any period in which it offers or sales securities, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any additional material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2).

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time to be the initial bona fide offering thereof.

(3).	To remove from registration by means of a post-effective amendment any of the securities that remain unsold at the termination of the offering.

(4).	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of securities:

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to this offering, other than registration statements relying on Rule 403B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5).	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser.:

Any preliminary prospectus or prospectus of the undersigned registrant relating to this offering required to be filed pursuant to Rule 424;

ii.

Any free writing prospectus relating to this offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii.

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv.

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Undertaking Request for acceleration of effective date or filing of registration statement becoming effective upon filing.

The undersigned registrant hereby undertakes:

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Los Angeles, State of California on September 30, 2010.

Date: September 30, 2010	/s/ Daniel C. S. Powell
	Title: Chief Executive Officer (principal executive officer)

Date: September 30, 2010	/s/ Mona Salem
	Title: Corporate Secretary, Treasurer
	(Principal financial and accounting officer)

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date

/s/ Daniel C. S. Powell	Director	September 30, 2010

/s/ Mona Salem	Director	September 30, 2010

CHRISTIAN STANLEY INC - FORM S-1/A - October 4, 2010

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