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

(Address of principal executive offices) (Zip Code)

(775) 887-0670

Registrant's telephone number, including area code

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨       No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨      No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2010:  $1,587,165.

As of March 9, 2011 the registrant had 8,005,908,229 outstanding shares of Common Stock.

Documents incorporated by reference:  None.

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TABLE OF CONTENTS

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PART I

Forward-Looking Information

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

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

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

COMPANY OVERVIEW

On July 16, 2010, Angel Acquisition Corp. formed the new wholly owned subsidiary, BioGeron, Inc., a company formed under the laws of the state of Nevada. From inception (July 16, 2010) to November 1, 2010 BioGeron, Inc. entered into working contractual relationships and formulated its executive staff.  BioGeron, Inc. began operations which consist of the procurement of materials, manufacture, packaging and distribution of Neutraceutical Supplements on November 1, 2010.

On August 24, 2010, the Company accepted the resignations of Peter Burns as a member of the Board of Directors and Steven Bonenberger as President of the Company. Mr. Bonenberger will continue to serve as Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors. Effective on the same date the Company appointed Lew Graham as President, Chief Operating Officer and a member of the Board of Directors. In addition, the Company appointed Michael Edwards as a member of the Board of Directors.

On November 1, 2010, the Company accepted the resignation of Lew Graham as President of the Company.  Mr. Graham will continue to serve as Chief Operating Officer and a member of the Board of Directors.   Effective as of the same date, to fill the vacancy created by Mr. Graham’s resignation, the Board of Directors appointed Milton C. Ault, III as President.

On January 10, 2011, the Registrant accepted the resignation of Steve Bonenberger as Chairman of the Board of Directors of the Registrant.  Mr. Bonenberger will continue to serve as Chief Executive Officer, Chief Financial Officer, Secretary and a member of the Board of Directors. Effective as of the same date, to fill the vacancy created by Mr. Bonenberger’s resignation, the Board of Directors appointed Vincent Molinari as Chairman of the Board of Directors.

On January 10, 2011, the Registrant accepted the resignations of Michael Edwards and Lew Graham from the Board of Directors. Effective as of the same date, the Board of Directors appointed Lori Livingston as a member of the Board of Directors.

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On January 10, 2011, the Registrant accepted the resignation of Milton C. Ault, III as President. Effective on the same date to fill the vacancy created by Mr. Ault’s resignation, the Registrant appointed Steve Bonenberger, Chief Executive Officer, Chief Financial Officer, Secretary and a member of the Board of Directors, as President.

On January 10, 2011, the Registrant accepted the resignation of Lew Graham as Chief Operating Officer. At this time, no one has been chosen to fill the vacancy of Chief Operating Officer left by the resignation of Mr. Graham.

As of the date hereof, the Board of Directors consists of Steve Bonenberger, Lori Livingston and Vincent Molinari.

CURRENT BUSINESS PLAN

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

As of December 31, 2011, the company had one wholly-owned subsidiary, BioGeron, Inc. and operates two divisions:

A.

The Palomar Group: the financial services division.

B. Angels in Action: the micro-lending division.

Our Divisions

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

 We offer these programs:

• Home Loans
• Refinancing Opportunities
• Discount Programs

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

http://www.thepalomargroup.com

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

http://www.angelsinaction.tv

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On March 23, 2011, the Board of Directors and majority stockholders of the Company approved the entry into a Partial Purchase Agreement. Under the terms of the Agreement, Gate Technologies, LLC acquired sixty percent (60%) ownership of the operating division, Angels In Action for total cash consideration of ninety thousand dollars ($90,000) and six hundred thousand dollars in the form of Gate Technologies, LLC Units contributed by Vince Molinari and Lori Livingston.

Through our subsidiary, BioGeron, Inc. we have operations which consist of the procurement of materials, manufacture, packaging and distribution of Neutraceutical Supplements.

KEY PERSONNEL

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

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

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

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

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

EMPLOYEES

We have one full-time employee and two independent agent working for the Company as of December 31, 2010. As we grow, we will need to attract an unknown number of additional qualified employees and independent agents. Although we have experienced no work stoppages and believe our relationships with our employees are good, we could be unsuccessful in attracting and retaining the persons needed. None of our employees are currently represented by a labor union. We expect to have a ready source of available labor to support our growth.

MARKETS AND MARKETING:

We currently have the following operating divisions:

Financial Services Division:

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

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Micro-loan Division:

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

http://www.angelsinaction.tv

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

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

ITEM 1A. RISK FACTORS

NEED FOR ONGOING FINANCING.

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

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

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

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

INFLATION.

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

TRENDS, RISKS AND UNCERTAINTIES.

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

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS.

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

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POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS.

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

LACK OF INDEPENDENT DIRECTORS.

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

LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS.

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

MANAGEMENT OF POTENTIAL GROWTH.

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

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

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

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

RISKS RELATING TO OUR BUSINESS

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

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

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

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

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

·

Increasing revenue from our divisions, described above;

·

Other stock, private placement options and notes.

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

·

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

·

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

As a result of our recent efforts, we have:

·

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

·

Improved and enhanced our real estate facility;

·

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

·

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

RISKS RELATING TO OUR STOCK

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

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

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

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

Because of the limited trading market for our common stock, and because of the possible price volatility, you may not be able to sell your shares of common stock when you desire to do so. During 2010 and 2009, our common stock was sold and purchased at prices that ranged from a high of $.002 to a low of $.0001 per share. The inability to sell your shares in a rapidly declining market may substantially increase your risk of loss because of such illiquidity because the price for our common stock may suffer greater declines due to its price volatility.

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

·

Variations in our quarterly operating results;

·

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

·

Changes in market valuations of similar companies;

·

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

·

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

·

Additions or departures of key personnel; and

·

Fluctuations in stock market price and volume.

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

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

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

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

Our directors, within the limitations and restrictions contained in our articles of incorporation and without further action by our stockholders, have the authority to issue shares of preferred stock from time to time in one or more

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series and to fix the number of shares and the relative rights, conversion rights, voting rights, and terms of redemption, liquidation preferences and any other preferences, special rights and qualifications of any such series. We have no intention of issuing preferred stock at the present time. Any issuance of preferred stock could adversely affect the rights of holders of our common stock.

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

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

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

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

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

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

·

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

·

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

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

·

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

·

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

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

·

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

·

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

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

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

ITEM 2. PROPERTIES.

We lease office space at 1802 N. Carson Street, Suite 212, Carson City, Nevada, 89701, on a month to month basis at a rate of $100 per month. As of December 31, 2010 we also owned our building in Carlsbad California.  

In April of 2009, the Company reacquired a residential property for sale and assumed the mortgage. The value of the property has been recorded at its appraised value which equals the amount of mortgage of $496,000. As the property is held for sale the Company is not depreciating the asset.

ITEM 3. LEGAL PROCEEDINGS.

None.

ITEM 4. [REMOVED AND RESERVED].

PART II

ITEM 5. MARKET FOR REIGSTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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

As of December 31, 2010, we had 7,755,908,229 shares of our common stock outstanding. Our shares of common stock are held by approximately 88 stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

SECTION 15(g) OF THE EXCHANGE ACT

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

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

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

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

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

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

The following table provides information about purchases by us and our affiliated purchasers during the year ended December 31, 2010 of equity securities that are registered by us pursuant to Section 12 of the Securities Exchange Act of 1934:

ITEM 6. SELECTED FINANCIAL DATA.

Not applicable to small business issuer.

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

FORWARD-LOOKING INFORMATION

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

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

Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-K to be accurate as of the date

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hereof. Changes may occur after that date. We will not update that information except as required by law in the normal course of its public disclosure practices.

MANAGEMENT'S PLAN OF OPERATIONS

GENERAL.

RESULTS OF OPERATIONS

TWELVE MONTHS ENDED DECEMBER 31, 2010 COMPARED TO THE TWELVE MONTHS ENDED DECEMBER 31, 2009.

REVENUE

Revenue for the 12 months ended December 31, 2010 was $124,990 compared to $221,807 for the 12 months ended December 31, 2009, a decrease of $96,817. Revenue decreased as a result of the depressed residential home sale market.

COST OF REVENUE

Cost of revenue was $62,296 for the year ended December 31, 2010, compared to $143,181 cost of revenue for the year ended December 31, 2009. Costs as a percentage of sales was 50% in 2010 compared to 65% in 2009.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses ("G&A") were $155,644 for the 12 months ended December 31, 2010, compared to $256,156 for the 12 months ended December 31, 2009, a decrease of $100,512. The main reason for the decrease was due to decreased operations in the real estate market.

CONSULTING, LEGAL AND PROFESSIONAL

Consulting, Legal and Professional expense was $51,600 compared to $329,052, a decrease of $277,452. The main cause of the decrease was less stock for services issued during 2010.

PAYROLL AND RELATED

Payroll and Related Services decreased to $60,000 from $300,000 a decrease of $240,000.

LIQUIDITY AND CAPITAL RESOURCES

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

During the 12 months ended December 31, 2010, we generated cash from financing activities of $249,327. We used cash in operating activities of $254,410 and no cash was provided by investing activities.

At December 31, 2010 our current liabilities exceeded our current assets by $2,085,730 which results in a capital deficiency.

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

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Our independent certified public accountants have stated in their report, included in this Form 10-K, that due to our net loss and negative cash flows from operations, in addition to a lack of profitable history, there is a substantial doubt about our ability to continue as a going concern. In the absence of significant revenue and profits, we will be completely dependent on additional debt and equity financing arrangements. There is no assurance that any financing will be sufficient to fund our capital expenditures, working capital and other cash requirements for the fiscal year ending December 31, 2011. No assurance can be given that any such additional funding will be available or that, if available, can be obtained on terms favorable to us. If we are unable to raise needed funds on acceptable terms, we will not be able to execute our business plan, develop or enhance existing services, take advantage of future opportunities or respond to competitive pressures or unanticipated requirements. A material shortage of capital will require us to take drastic steps such as further reducing our level of operations, disposing of selected assets or seeking an acquisition partner. If cash is insufficient, we will not be able to continue operations.

Our anticipated objectives currently include:

·

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

·

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

·

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

·

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

CRITICAL ACCOUNTING POLICIES

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

STOCK-BASED COMPENSATION

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

RECENT ACCOUNTING PRONOUNCEMENTS

In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.”  The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010.  Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update.  The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.”  The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted.  The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.

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In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.

In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis.  This standard is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption did not have an impact on the Company’s financial position and results of operations.

In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend.  This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis.  The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.   

In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.

In August 2009, FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on October 1, 2009. The adoption of this amendment did not have a material effect on the Company’s financial statements.

On September 30, 2009, the Company adopted changes issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP.  These changes establish the FASB Accounting Standards Codification (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP.  Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.  The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates.  Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification.  These changes and the Codification itself do not change GAAP.  Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Company’s financial statements.

The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

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

Not applicable to small business issuer.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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

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

None

ITEM 9A. CONTROLS AND PROCEDURES

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

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

Management’s Report on Internal Control over Financial Reporting

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

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

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In connection with the preparation of this Annual Report on Form 10-K for the year ended December 31, 2010, management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our internal controls over financial reporting, pursuant to Rule 13a-15 under the Exchange Act. Our Chief Executive Officer and Chief Financial Officer have concluded that the design and operation of our internal controls and procedures are effective as of December 31, 2010. There were no significant changes in our internal controls over financial reporting that occurred during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Our directors and executive officers as of March 9, 2011:

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

Biographical information for Steven Bonenberger

Steve Bonenberger - Since 2003, Mr. Bonenberger has served as Chief Executive Officer of Angel Acquisition Corp. Going forward, he intends to devote a significant portion of his time to the furtherance of the Company’s operations.

Biographical information for Lori Livingston

Ms. Livingston is a Founder of Gate Technologies, LLC, and the founder, president and CEO of Transfer Online Inc. and Transfer Online Technology Development. She is a founder and the technology innovator of Gate Technology, having identified the global trend line of illiquid/alternative asset trading platforms. Ms. Livingston is an entrepreneur who has worked in the financial services industry for over 27 years and is an advisor and sometimes board member to several clients and network of affiliates. In 1999, she founded and is currently the president and CEO of Transfer Online, Inc., a stock transfer and registrar agency, and was one of the first in the industry to bring transfer agent services and full reporting to the internet. Although originally for individual issuers and their shareholders, the platform she developed evolved when she was approached by MasterCard International to adapt the platform for the purpose of trading their Class B securities held by institutions worldwide. Soon after she was approached by others who sought to expand the scope of the platform to serve their purposes until 2009 when she co-founded Gate Technologies, LLC with Vincent R. Molinari. She holds a degree from California State University, Northridge where she graduated with honors as the Julian Beck scholar.

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Biographical information for Vincent R. Molinari

Mr. Molinari is a Founder and the current Chief Executive Officer of Gate Technologies, LLC. He has been the driving force behind the Gate Technologies, LLC, having identified the global trend line of illiquid/alternative asset trading platforms. Mr. Molinari is responsible for the Company’s strategic planning and business initiatives, including corporate alliances and strategic partnerships. His vision is based on a core belief that technologies can be re-purposed and customized for the emerging and developed markets where they can close the technology gap, create a leadership position and rapidly accelerate business models. He is also the founder of Global Access Holdings LLC, a financial media and analytics company, which identified a global trend line of illiquid securities and the potential market need for alternative asset trading platforms. Before Global Access Holdings, Mr. Molinari was the Chairman & CEO of Burlington Capital Markets LLC, a financial services company specializing in institutional execution services and investment banking activities. In addition, he founded Inculab, a technology business incubator, Voluto Ventures, a venture capital concern and Cold Spring Advisors, LLC, an investment services provider. Mr. Molinari began his career at Lehman Brothers Inc., and he has held senior positions at Janney Montgomery Scott Inc., and Ridgewood Capital, where he specialized in mergers and acquisitions, technology, and capital formation transactions. During this time, Mr. Molinari spearheaded the acquisition of Hemisphere Capital Corporation, a New York broker-dealer and Registered Investment Advisor, and managed its turnaround and profitable sale. Mr. Molinari is a board member of Transfer Online Inc. and Bigshare Services Pvt., Ltd. He holds a B.B.A. in International Business from the Frank G. Zarb School of Business at Hofstra University.

CODE OF ETHICS

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

·

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

·

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

·

Compliance with applicable governmental laws, rules and regulations;

·

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

·

Accountability for adherence to the code.

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

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

ITEM 11. EXECUTIVE COMPENSATION.

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

SUMMARY COMPENSATION TABLE

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

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EMPLOYMENT AGREEMENTS

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

DIRECTOR COMENSATION

The following table provides compensation summary concerning the compensation earned by the named directors for the years ended December 31, 2010 and 2009.

1)

On January 10, 2011, the Registrant accepted the resignation of Steve Bonenberger as Chairman of the Board of Directors of the Registrant.  Effective as of the same date, to fill the vacancy created by Mr. Bonenberger’s resignation, the Board of Directors appointed Vincent Molinari as Chairman of the Board of Directors.

2)

On August 24, 2010, the Company accepted the resignations of Peter Burns as a member of the Board of Directors. Effective on the same date the Company appointed Lew Graham as a member of the Board of Directors.

3)

On January 10, 2011, the Registrant accepted the resignations of Michael Edwards and Lew Graham from the Board of Directors. Effective as of the same date, the Board of Directors appointed Lori Livingston as a member of the Board of Directors.

CONFIDENTIALITY AGREEMENTS

None.

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

EQUITY COMPENSATION PLAN INFORMATION

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

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

All compensation plans previously approved by security holders; and

All compensation plans not previously approved by security holders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of March 9, 2011, there were 8,005,908,229 shares of common stock issued and outstanding. The following table sets forth the beneficial ownership of the Company's common stock (i) by any person or group known by the Company to beneficially own more than 5% of the outstanding common stock, (ii) by each Director and executive officer and (iii) by all Directors and executive officers as a group. Unless otherwise indicated, the holders of the shares shown in the table have sole voting and investment power with respect to such shares.

(1)

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

(2)

The above percentages are based on 8,005,908,229 shares of common stock, 9,976,591 shares of Series A Preferred Stock and 30,000,000 shares of Series B Preferred Stock issued and outstanding as of March 9, 2011.

(3)

The Company has ten million (10,000,000) shares of Series A Preferred Stock designated with each share of Series A being entitled to the voting equivalent of 1,000 shares of common stock and each share is convertible into 1,000 shares of the Company’s common stock.  As of March 9, 2011, there were 9,976,591 shares of Series A outstanding.

(4)

On January 1, 2011, Steve Bonenberger entered into a Series A Purchase Agreement with Ginew Holdings, LLC. Under the terms of the agreement, Ginew Holdings, LLC acquired 4,300,000 shares of Series A Preferred Stock from Steve Bonenberger for total cash consideration of $50,000. As of March 9, 2011, Mr. Bonenberger held 35,000 shares of Series A Preferred Stock.

(5)

Shares owned by Ginew Holdings, LLC of which Vincent Molinari is a Managing Director.

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

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

None.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

The aggregate fees billed by Gruber & Company, LLC for professional services rendered for the audit of Angel Acquisition Corp.’s financial statements for the fiscal year 2010 and 2009 were $30,000 and $30,000, respectively.

AUDIT-RELATED FEES

None.

ALL OTHER FEES

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

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

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

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PART IV

ITEM 15. EXHIBITS FINANCIAL STATEMENT SCHEDULES.

Financial Statements

The following financial statements have been filed with this Annual Report on Form 10-K and are presented in Item 8, herein.

* Filed herewith.   ** Previously Filed

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SIGNATURES

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

ANGEL ACQUISITION CORP.

Date:  April 8, 2011

By: /s/Steve Bonenberger

Steve Bonenberger, Principal Executive Officer and Principal Financial Officer

(On behalf of the Registrant)

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

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ANGEL ACQUISITION CORP.
CONTENTS

The accompanying notes are an integral part of these financial statements

During the year ended December 31, 2010, the Company issued 3,989,500,000 shares of common stock and cancelled 542,000,000 shares for total debt reduction of $106,690. These shares were issued based upon the exemption from registration found in Section 4(2) of the Securities Act. In addition, during year ending December 31, 2010, the Company issued 385,000,000 shares for services valued at $38,500. These shares were issued under an S-8 registration statement.

During the fourth quarter of 2010, the Company received cash totaling $25,723 for the purchase of 250,000,000 shares of common stock. These shares were issued during the first quarter of year ending December 31, 2011.

During the fourth quarter of 2010, the Company received cash totaling $40,000 for shares to be issued of $80,000. Shares of common stock will be issued in 2011 based on a fifty percent discount to the Company’s closing market price per share.

NOTE 13 - DEBT FORGIVENESS

The Company entered into a settlement agreement with a holder of a convertible debt instrument in the amount of $1,011,443, whereby our borrowings were cancelled resulting in a gain on forgiveness of debt.  As the debt related to this derivative calculation was forgiven, the corresponding derivative has also been adjusted to zero.

In addition, accrued salary of $295,000 due an officer and majority shareholder was also forgiven. The amount was treated as additional paid in capital.

NOTE 14 - SUBSEQUENT EVENTS

The Company has performed an evaluation of subsequent events in accordance with ASC Topic 855.  Other than the events noted below, the Company is not aware of any subsequent events which would require recognition or disclosure in the financial statements.

Subsequent to the year ended December 31, 2010, the Company issued 250,000,000 shares of common stock for cash received during the fourth quarter of 2010 totaling $25,723. The Company believes the issuance of the shares is exempt from the registration and prospectus delivery requirement of the Securities Act of 1933 by virtue of Section 4(2).