Home School Holdings, Inc. S-1/A9


**	Represents beneficial ownership less than 1% of our outstanding common stock
(1)	Company pursuant to the Share Exchange Agreement consummated on May 8, 2009, between Narayan Capital Corp., a Florida corporation and Home School, Inc. a Delaware corporation, that was dated as of April 29, 2009. Except as indicated in the footnotes below, each such selling security holder makes their own investment decisions regarding their shares of stock.
(2)	Applicable percentage of ownership is based on 314,270,862 shares of our common stock outstanding as of March 31, 2010. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Note that affiliates are subject to Rule 144 and Insider trading regulations - percentage computation is for form purposes only.
(3)	Lisa is the wife of Thomas Morrow.
(4)	This includes 3,100,000 shares underlying options held by Mr. Morrow.
(5)	This includes 1,538,547 shares underlying options held by Mr. Langford.
(6)	This includes 13,113,571 shares underlying a convertible note held by Mrs. North.

PLAN OF DISTRIBUTION

The shares will be sold at the fixed price of $0.05 until the common stock becomes quoted on the Over-the-Counter Bulletin Board or listed on a securities exchange. We will file a post-effective amendment to reflect the change to a market price when the shares begin trading on a market.

The shares are not currently listed on any stock exchange. However we will seek to list the shares on the Over-the-Counter-Bulletin Board immediately following the effectiveness of this registration statement. The selling stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or quoted or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:



	•	ordinary brokerage transactions and transactions in which the broker-dealer solicits investors;
	•	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	•	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	•	an exchange distribution in accordance with the rules of the applicable exchange;
	•	privately negotiated transactions;
	•	to cover short sales made after the date that this registration statement is declared effective by the SEC;
	•	broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
	•	a combination of any such methods of sale; and
	•	any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares

involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out in this prospectus, and (vi) other facts material to the transaction. In addition, upon the Company being notified in writing by a selling stockholder that a donee or pledgee intends to sell more than 500 shares of common stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law.

The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of securities will be paid by the selling stockholder and/or the purchasers. Each selling stockholder has represented and warranted to us that it acquired the securities covered by this prospectus in the ordinary course of such selling stockholder’s business and, at the time of its purchase of such securities such selling stockholder had no agreements or understandings, directly or indirectly, with any person to distribute any such securities.

We have advised each selling stockholder that it may not use shares covered by this prospectus short for sales of common stock made prior to the date on which this registration, of which this prospectus forms a part, shall have been declared effective by the SEC. If a selling stockholder uses this prospectus for any sale of the common stock, it will be subject to the prospectus delivery requirements of the Securities Act. The selling stockholders will be responsible for complying with the applicable provisions of the Securities Act and the Exchange Act, and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable to such selling stockholders in connection with resale of their respective shares pursuant to this prospectus.

We are required to pay all fees and expenses incident to the registration of the shares (estimated to be approximately $100,000), but we will not receive any proceeds from the sale of the shares of common stock. We have not agreed to indemnify the selling stockholders against any liabilities, including liabilities under the Securities Act.

DESCRIPTION OF SECURITIES TO BE REGISTERED

General

Our Articles of Incorporation authorize the issuance of 500,000,000 shares of common stock, $0.001 par value per share. As of March 31, 2010 there were 314,270,862 outstanding shares of common stock. Set forth below is a description of certain provisions relating to our capital stock. For additional information, regarding our stock please refer to our Articles of Incorporation and By-Laws.

Common Stock

Each outstanding share of common stock has one vote on all matters requiring a vote of the stockholders. There is no right to cumulative voting; thus, the holder of fifty percent or more of the shares outstanding can, if they choose to do so, elect all of the directors. In the event of a voluntary or involuntary liquidation, all stockholders are entitled to a pro rata distribution after payment of liabilities and after provision has been made for each class of stock, if any, having preference over the common stock. The holders of the common stock have no preemptive rights with respect to future offerings of shares of common stock. Holders of common stock are entitled to dividends if, as and when declared by the board of directors out of the funds legally available therefore. It is our present intention to retain earnings, if any, for use in our business. The payment of dividends on the common stock is, therefore, unlikely in the foreseeable future.

EXPERTS

The financial statements appearing in this prospectus and registration statement have been audited by Lake & Associates CPA’s, LLC, independent certified public accountants, as set forth in their report thereon appearing elsewhere in this prospectus and in the registration statement, and such report is included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.

VALIDITY OF SECURITIES

The validity of the securities offered hereby is being passed upon for our company by Frascona, Joiner, Goodman and Greenstein, P.C., Boulder, Colorado.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock offered hereby was employed on a contingency basis, or had, or is to receive, in connection with such offering, a substantial interest, direct or indirect, in the Company, nor was any such person connected with the Company as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

BUSINESS

Business of the Issuer

The Issuer was originally incorporated in February of 2008 in the State of Florida as a ‘C’ Corporation called Narayan Capital Corporation. Its purpose was to seek a merger with an operating company. On May 7, 2009, pursuant to a Share Exchange Agreement, it merged with Home School, Inc., a Delaware Corporation, to form Home School Holdings, Inc. The Share Exchange Agreement provided for Narayan to issue enough shares to provide 289,959,665 shares to the existing shareholders of Home School, Inc in exchange for all of the shares of Home School, Inc. and to allow Narayan shareholders to retain 5,882,917 shares. These shareholders also received $50,000 in consideration.

Home School Holdings is an Internet based provider of products and services designed to assist families to educate their children in their own home. Home School Holdings was founded on October 17, 2005. The company is based in Des Plaines, Illinois and its principal activities are selling products and services that enable home educating parents to carry out their children’s education and providing resources to enable them to administer and record their children’s education for organizational purposes and to respond to regulatory requirements in full compliance with state or national laws. Customers come into contact with us through our e-commerce website that allows our customers to obtain products and services which include books and study aids from a variety of publishers, our privately branded curriculum products called QuickStart Curriculum Kits, and other services online.

Going Concern

Our financial statements have been prepared on the basis of accounting principles applicable to a going concern. As a result, they do not include adjustments that would be necessary if we were unable to continue as a going concern and would therefore be obligated to realize assets and discharge our liabilities other than in the normal course of operations. As reflected in the accompanying financial statements, the Company is in the development stage with limited revenues, has used cash flows in operations of $1,471,168 from inception of October 17, 2005 to March 31, 2010 and has an accumulated deficit of $6,054,646 through March 31, 2010. We had net losses of $284,440 and $1.4 million for the three months ended March 31, 2010 and for the year December 31, 2009, respectively. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.

The Company intends to overcome the circumstances that impact its ability to remain a going concern through a combination of the commencement of revenues, with interim cash flow deficiencies being addressed through additional equity and debt financing. The Company anticipates raising additional funds through public or private financing, strategic relationships or other arrangements in the near future to support its business operations; however, the Company does not have commitments from third parties for a sufficient amount of additional capital at this time. The Company cannot be certain that any such financing will be available on acceptable terms, or at all, and its failure to raise capital when needed could limit our ability to continue operations. Our ability to obtain additional funding will determine our ability to continue as a going concern. Failure to secure additional financing in a timely manner and on favorable terms would have a material adverse effect on our financial performance, results of operations and stock price and require it to curtail or cease operations, sell off its assets, seek protection from its creditors through bankruptcy proceedings, or otherwise. Furthermore, additional equity financing may be dilutive to the holders of the Company’s common stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary to raise additional funds, and may require that the Company relinquish valuable rights.

Management believes that actions presently being taken to raise funds (soliciting private investors, seeking private equity, and seeking opportunities to further exploit the public markets) provide the opportunity for the Company to continue as a going concern; we have operated at a cash deficit since October, 2005 by virtue of raising capital from private debt and equity sources. We expect to continue to allow private investors to purchase shares in the Company and/or provide convertible or non-convertible debt. To execute our Business Plan as it is conceived, $5,000,000 will be required; the Company can continue as a going concern with as little as $600,000, which includes salary deferrals from employees, services compensated with equity by individuals and vendors and additional investments by private investors. The higher amount would enable us to develop all of the products and services anticipated by our Business Plan, including hiring significant numbers of new employees; the lower amount enables the Company to continue operating at the current level but without incurring additional salary and vendor liabilities. If we were to receive some level of funding between these two figures, an assessment of the strategic value and contribution to profitability would determine which products and services were developed in a timely manner and which delayed. We currently do not have enough cash to operate for the next twelve months without additional capital. We further assume that since all of the debt we have that is payable on demand is held by shareholders or other interested parties, we have not included an assumption of repayment of the debts that are due on demand. We have included an understanding of the cost of attending to our obligations as a public company; any new investment issued would likely be dilutive to existing shareholders.

Industry Background

We believe that the home education industry is a profoundly fragmented one. It includes hundreds of publishers with sales that range from the low billions of U.S. dollars to only hundreds of thousands, thousands of non-profit websites and organizations, hundreds of for-profit curriculum retailers, both online and brick and mortar and a large number of other service providers, most of whom are ‘mom-and-pop’ operations operating locally or over the internet.

Customers

In our experience home educators come to us to use our online lesson planner that also enables them to respond to regulatory reporting requirements. They also come to our website seeking advice and guidance from other home educating families. While we have their attention, our objective is to sell them curriculum, instructional aides and services.

We also sell advertising to non-competing publishers, toy manufacturers, other goods providers, assessment providers and other service providers who wish to sell to their goods or services to home educating families or families with young children.

Our Products

We sell instructional materials curricula, books, evaluative materials, assessments, instructional aides,(maps, teachers guides), and worksheets to our customers who are looking to educate their children at home. These products are almost exclusively delivered in paper by the US Postal Service, UPS or FedEx. Our customers order these products directly from our website online. Approximately 53% of our sales were this class of product. We also sell advertising space on our weekly e-newsletter called Break Time. Approximately 47% of our sales are advertising sales. We also offer a set of free, online resources that are delivered over the internet. These include our online planner, legal resources, pedagogical advice and guidance and support for home educators.

We do not manufacture any and do not distribute most of them ourselves. The products are written and prepared by third party manufacturers and wholesalers. Contract warehousers drop ship most of the products directly to our customers after our customers place orders from our website.

Marketing

Online Advertisement: We have an on-going Google Adwords campaign that yields users at the rate of 500 to 2,000 new users per week, depending on the time of year. These new users arrive at our website at a cost of from $3 to $5 per user, which is also seasonal.

Competition

We face competition from three different types of companies: (1) those companies that provide home schooling products and services similar to our own; (2) those companies that provide curriculum only; and (3) those companies that are known as online academies.

There are several large competitors in each of these market segments which have significantly more capital and financial resources than we do, as well as an established track record. Our competitive position is such that the Company would be considered of medium size, in terms of assets, and small in terms of revenue. We compete on the basis of price and the convenience of a one-stop-shop.

Important examples of competitors in each of these segments include the following companies:

Home School Service and Product Companies

Homeschool.com is a provider of an online community site that appeals to new or prospective home educators. It earns commissions on click-throughs to other merchants and through the sale of how-to guides for beginners.

The Home School Legal Defense Association is a non-profit provider of legal insurance to home educators. It earns premiums for legal insurance, receives contributions, and earns small commissions from endorsed merchants. It has a long and powerful reputation as a strong advocate of home education.

The Old Schoolhouse Magazine is a provider of advice and encouragement content delivered both in hardcopy form and online. It earns money through subscriptions and the sale of goods in its store. It is the most successful magazine in home education and has an excellent reputation. It is explicitly faith-based.

Curriculum Companies

Rainbow Resources is a catalog and online retailer of a full line of curriculum products and instructional aides. It has an excellent reputation and is expanding its capacity. It focuses on its catalog and show-related business. Its sales are in the range of $35 million.

Christian Book Distributors is a catalog and online retailer of a line of faith-based curriculum products and instructional aides. It has an excellent reputation and has been in existence for decades. It focuses on its Christian literature business. Its sales are in the range of $100 million, most of which is literature not related to home education.

Homeschool Supercenter is an online retailer with a small brick-and-mortar presence. It has a good reputation for cost-conscious consumers. Its sales are in the range of $1.5 million and its business model is representative of many retailers who serve the Home School market.

Online Academies

Calvert is a K-12 online and in-person academy. It has an excellent reputation among faith-based and secular users. Its primary target market is parents who are home educating involuntarily (due to child’s illness or objections to or from the local schools) and those who have no ability (due to time or their own educational background) to teach themselves.

Connections Academy has licensed Calvert’s curriculum for sale to the virtual academy segment of public schooling. They draw some users who would otherwise be drawn to home education. They are in direct competition with K12.

Advanced Academics is an online academy owned by DeVry University, Inc. It currently serves only the high school age groups and focuses on the virtual academy segment of public schooling.

Suppliers

Our principal suppliers are STL Distributors and Ingram Book Co. They also dropship the goods to our customers and invoice us on 30 day terms. This arrangement is customary in the online curriculum business. While we believe that our relationships with our suppliers are good, there can be no assurance that our suppliers will be able or willing to supply products and services to us in the future. Loss of one or both suppliers or delay in being able to supply product could have a significant adverse impact on our business, financial condition and results of operations.

Regulatory

The use of the Internet to provide online home schooling products and services is relatively new. Although the provisioning of such services is currently permitted or unregulated within most countries, several governments have adopted laws and/or regulations that could restrict or prohibit the provisioning of our products and services over the Internet or private networks. More aggressive domestic or international regulation of the Internet, in general, and home schooling providers and services, specifically, may materially and adversely affect our business, financial condition, operating results and future prospects, particularly if increased numbers of governments impose regulations restricting the use and sale of our products and services.

Home education is legal in all 50 US states, every province of Canada, the United Kingdom, Ireland, the Netherlands, France, throughout Scandinavia, South Africa, Australia, New Zealand, Singapore, most of the Middle East and Japan among others. Its legal status is uncertain in large, potentially important markets like China and India and home education is explicitly illegal in Germany, Romania, and most of the countries of the former Soviet Union. Like all regulation, much of this can change, subject to the political will to do so.

Intellectual Property and Proprietary Rights

We currently rely primarily on a combination of trade secrets, copyrights, trademarks and licenses to protect our intellectual property. We do not have any patents on our products and are not currently seeking any patents. We have a number of trademarks related to our product and service offerings. To protect our trade secrets and other proprietary information, we require our employees to sign agreements providing for the maintenance of confidentiality and also the assignment of rights to inventions made by them while in our employ. There can be no assurance that our means of protecting our proprietary rights will be adequate or that our competitors will not independently develop technologies that are similar or superior to our technology, duplicate our technology or design around any of our trademarks. Our failure to protect our proprietary information could cause our business and operating results to suffer. We license intellectual property from third parties and incorporate such intellectual property into our services. These relationships are generally non-exclusive and have a limited duration. Moreover, we have certain obligations with respect to non-use and non-disclosure of such intellectual property. We cannot assure you that the steps we have taken to prevent infringement or misappropriation of our intellectual property or the intellectual property of third parties will be successful.

Employees

As of May 28, 2010, we had 4 full-time employees and 2 part time employees. All of our employees are “at will” which means that our employees are neither covered by employment agreements nor by collective bargaining agreements. We believe that our relations with our employees are good.

Properties

The Company’s principal headquarters are located in Des Plaines, Illinois. The address is 2700 South River Road, Suite 106, Des Plaines Illinois 60018. We occupy approximately 1,900 square feet of office space, under a lease with, which expires December 31, 2013, but is renewable at the Company’s option. Our lease payments are approximately $38,000 annually. The Company has extended its current lease until December 31, 2013.

Litigation

None.

Available Information

We have filed a registration statement on Form S-1 under the Securities Act with the SEC with respect to the securities offered by this prospectus. This prospectus does not include all of the information contained in the registration statement or the exhibits and schedules filed therewith. You should refer to the registration statement and its exhibits for additional information. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.

We will file annual, quarterly and special reports and other information with the Securities and Exchange Commission. You can read these SEC filings and reports, including the registration statement, over the Internet at the SEC’s website at http://www.sec.gov. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549, on official business days between the hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further information on the operations of the public reference facilities. We will provide a copy of our annual report to security holders, including audited financial statements, at no charge upon receipt of your written request to us at Home School Holdings, Inc., 2700 S. River Road, Suite 106, Des Plaines, IL 60018.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this prospectus which is a part of our registration statement involve risks and uncertainties, including statements as to:



	•	our future operating results;

	•	our business prospects;

	•	our contractual arrangements and relationships with third parties;

	•	the dependence of our future success on the general economy;

	•	our possible financings; and

	•	the adequacy of our cash resources and working capital.

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of this prospectus. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this prospectus, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained should be read in conjunction with our Quarterly Report on Form 10-Q for the period ended March, 31, 2010 and our Annual Report on Form 10-K for the years ended December 31, 2009 and December 31, 2008. We also urge you to review and consider our disclosures describing various risks that may affect our business, which are set forth under the heading “Risk Factors”.

Overview

Home School Holdings is an Internet-based home schooling community website, providing products, services, support and guidance to over 54,000 families that are educating their children within the home. More and more families are electing to educate their children within the home for a number of reasons. These families require curriculum, books, school supplies, learning supplements and study aids, support and guidance on the most effective and efficient ways to educate themselves and their children within their home. Our focus is to become the preferred resource to families seeking to educate their children within the home. Our goal is to provide home schooling families with all of the high caliber products and services necessary to enable them to effectively home educate their children.

Going Concern

Our financial statements have been prepared on the basis of accounting principles applicable to a going concern. As a result, they do not include adjustments that would be necessary if we were unable to continue as a going concern and would therefore be obligated to realize assets and discharge our liabilities other than in the normal course of operations. As reflected in the accompanying financial statements, the Company is in the development stage with limited revenues, has used cash flows in operations of $1,471,168 from inception of October 17, 2005 to March 31, 2010 and has an accumulated deficit of $6,054,646 through March 31, 2010. We had net losses of $284,440 and $1.4 million for the three months ended March 31, 2010 and the year ended December 31, 2009, respectively. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.

The Company intends to overcome the circumstances that impact its ability to remain a going concern through a combination of the commencement of revenues, with interim cash flow deficiencies being addressed through additional equity and debt financing. The Company anticipates raising additional funds through public or private financing, strategic relationships or other arrangements in the near future to support its business operations; however, the Company may not have commitments from third parties for a sufficient amount of additional capital. The Company cannot be certain that any such financing will be available on acceptable terms, or at all, and its failure to raise capital when needed could limit our ability to continue operations. Our ability to obtain additional funding will determine our ability to continue as a going concern. Failure to secure additional financing in a timely manner and on favorable terms would have a material adverse effect on our financial performance, results of operations and stock price and require it to curtail or cease operations, sell off its assets, seek protection from its creditors through bankruptcy proceedings, or otherwise. Furthermore, additional equity financing may be dilutive to the holders of the Company’s common stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary to raise additional funds, and may require that the Company relinquish valuable rights.

Management believes that actions presently being taken to raise funds provide the opportunity for the Company to continue as a going concern. Once the Company can access the capital available through the public markets, we believe that this capital and any capital the Company raises through other private placements of our common stock will be adequate to continue as a going concern for the next 12 months. We currently do not have enough cash to operate for the next twelve months without this additional capital.

Critical Accounting Policies

Recent Accounting Literature

FASB Accounting Standards Codification

(Accounting Standards Update (“ASU”) 2009-01)

In June 2009, FASB approved the FASB Accounting Standards Codification (“the Codification”) as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the Securities and Exchange Commission (“SEC”), have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become nonauthoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after September 15, 2009, and impacts the Company’s financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of the Company’s financial statements or disclosures as a result of implementing the Codification during the year ended December 31, 2009. As a result of the Company’s implementation of the Codification during the year ended December 31, 2009, previous references to new accounting standards and literature are no longer applicable. In the current year financial statements, the Company will provide reference to both new and old guidance to assist in understanding the impacts of recently adopted accounting literature, particularly for guidance adopted since the beginning of the current fiscal year but prior to the Codification.

Subsequent Events

(Included in Accounting Standards Codification (“ASC”) 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent Events”)

SFAS No. 165 established general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued (“subsequent events”). An entity is required to disclose the date through which subsequent events have been evaluated and the basis for that date. For public entities, this is the date the financial statements are issued. SFAS No. 165 does not apply to subsequent events or transactions that are within the scope of other GAAP and did not result in significant changes in the subsequent events reported by the Company. SFAS No. 165 became effective for interim or annual periods ending after June 15, 2009 and did not impact the Company’s financial statements. The Company evaluated for subsequent events through the issuance date of the Company’s financial statements. No recognized or non-recognized subsequent events were noted.

Determination of the Useful Life of Intangible Assets

(Included in ASC 350 “Intangibles — Goodwill and Other”, previously FSP SFAS No. 142-3 “Determination of the Useful Lives of Intangible Assets”)

FSP SFAS No. 142-3 amended the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under previously issued goodwill and intangible assets topics. This change was intended to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset under topics related to business combinations and other GAAP. The requirement for determining useful lives must be applied prospectively to intangible assets acquired after the effective date and the disclosure requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. FSP SFAS No. 142-3 became effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of FSP SFAS No. 142-3 did not impact the Company’s financial statements.

Noncontrolling Interests

(Included in ASC 810 “Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51”)

SFAS No. 160 changed the accounting and reporting for minority interests such that they will be recharacterized as noncontrolling interests and classified as a component of equity. SFAS No. 160 became effective for fiscal years beginning after December 15, 2008 with early application prohibited. The Company implemented SFAS No. 160 at the start of fiscal 2009 and no longer records an intangible asset when the purchase price of a noncontrolling interest exceeds the book value at the time of buyout. The adoption of SFAS No. 160 did not have any other material impact on the Company’s financial statements.

Consolidation of Variable Interest Entities — Amended

(To be included in ASC 810 “Consolidation”, SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”)

SFAS No. 167 amends FASB Interpretation No. 46(R) “Consolidation of Variable Interest Entities regarding certain guidance for determining whether an entity is a variable interest entity and modifies the methods allowed for determining the primary beneficiary of a variable interest entity. The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS No. 167 is effective for the first annual reporting period beginning after November 15, 2009, with earlier adoption prohibited. The Company will adopt SFAS No. 167 in fiscal 2010 and does not anticipate any material impact on the Company’s financial statements.

The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. On an on-going basis, management evaluates these estimates and assumptions, including but not limited to those related to revenue recognition and the impairment of long-lived assets, goodwill and other intangible assets. Management bases its estimates on historical experience and various other assumptions that it believes to be

reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those results.

Revenue Recognition

(Included in Accounting Standards Codification (“ASC”) 650 “Revenue Recognition”

The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements’ and No. 104, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. Product sales and shipping revenues, net of promotional discounts, rebates, and return allowances, are recorded when the products are shipped and title passes to customers. Retail sales to customers are made pursuant to a sales contract that provides for transfer of both title and risk of loss upon our delivery to the carrier. Return allowances, which reduce product revenue, are estimated using historical experience. Revenue from product sales and services rendered is recorded net of sales taxes. Amounts received in advance for subscription services, are deferred and recognized as revenue over the subscription term. The Company recognizes advertising revenue as earned on a per-impression basis. As traffic moves through websites and pages are served, the contract amount is recognized as revenue. “Impressions” are defined as the number of times a user requests a page on our websites.

Equipment

Equipment is stated at cost, less accumulated depreciation. Expenditures for website maintenance and repairs are charged to expense as incurred. Depreciation is provided using the straight-line method over the estimated useful life of five years.

Prepaid Expenses

Prepaid expenses include prepayments for insurance coverage and advertising that occurred after the balance sheet date.

Advertising Costs

Advertising costs are expensed as incurred. Total advertising costs charged to operations for the period ended March 31, 2010, the year ended December 31, 2009 and the period October 17, 2005 (Inception) to March 31, 2010 amounted to $2,460, $42,506 and $242,683, respectively.

Stock Compensation

(Included in Accounting Standards Codification (“ASC”) 718 “Compensation - Stock Compensation”

The Company adopted SFAS No. 123R, Share-Based Payment (“SFAS 123R”), which requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The Company accounts for stock-based compensation arrangements with nonemployees in accordance with the Emerging Issues Task Force Abstract No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods or Services. The Company records the expense of such services to employees and non employees based on the aggregate grant date fair value of the equity instrument using the Black-Scholes pricing model. The measurement date of the fair value of equity instruments issued to non-employees is the earlier of the date on which the counter-party’s performance is complete or the date on which it is probable that performance will occur.

Income Taxes

(Included in Accounting Standards Codification (“ASC”) 718 “Compensation - Stock Compensation”

The Company accounts for income taxes under the Statement of Financial Accounting Standards Board Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes” (“Statement 109”). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments including accounts payable and loans and notes payable approximate fair value due to the relatively short period to maturity for these instruments. Loss Per Share Basic loss per share is computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period as required by the Financial Accounting Standards Board (FASB) under Statement of Financial Accounting Standards (SFAS) No. 128, “Earnings per Shares”. As of March 31, 2010 and December 31, 2009, there were 4,638,547 and 4,251,047 common shares issuable upon the exercise of stock options. As of March 31, 2010, there were 13,113,571common shares issuable upon conversion of debt. These shares were not included in the computation of loss per share because their inclusion is anti-dilutive.

Outlook

The most important metric by which we judge the Company’s performance now and in the near term is top line sales growth. Our current commitment to develop and deliver quality products and services means that, for the near future, bottom line profitability will be a poor indicator of our success. We do not expect our development investment rate to decline meaningfully in the near future. Since investors are certain to be the primary, near term source of liquidity to support our development and marketing efforts, our liquidity will be driven by our ability to attract repeat investments from current shareholders and to find new ones. This in turn may be materially impacted by the general investment climate.

Since K-12 education must continue without regard to economic cycle, we do not expect the current decrease in level of economic activity to have a significant negative impact on sales and earnings. At the margins, home education grows somewhat more quickly in difficult times due to parents of children attending private schools sometimes find the burden of tuition too much to bear in difficult times. This increase in growth is quite small and can only be seen anecdotally. For the most part, K-12 education, both institutional and home-based, continues at a pace determined by age cohort size rather than economic outlook.

Our primary marketing challenge for the coming 12 months is to achieve greater and greater market awareness through our targeted marketing campaign. Our primary developmental and operational challenge is to increase the amount of material we can offer by download for our non-U.S. based users and the amount of material we have both in hard copy and by download for US customers.

Revenues

As our revenues increase, we plan to continue to invest heavily in marketing and sales by increasing the number of national account sales associates and channel management personnel in order to add new customers and increase penetration within our existing customer base, expanding our domestic and international selling and marketing activities, building brand awareness and sponsoring additional marketing events. We expect that in the future, marketing and sales expenses will increase in absolute dollars and continue to be our largest cost. We do not expect our revenues to increase significantly until next year.

General and Administrative Expenses

We expect that general and administrative expenses associated with executive compensation will increase in the future. Although the current executives have foregone full salary payment during the initial stages of the business, during 2007 the team began to receive compensation. In addition, we believe over the next fiscal year that the compensation packages required to attract the senior executives the Company requires to execute against its business plan will increase our total general and administrative expenses.

Research and Development

Research and development expenses consist primarily of salaries and related expenses. We have historically focused our research and development efforts on increasing the functionality and enhancing the ease of use of our applications. R&D expenses will increase in the future to the extent the funding is available. This R&D would be focused on enhancing and improving function of the site and development of curriculum.

Results for the Period Ended March 31, 2010

Revenues. Sales revenues for the period ended March 31, 2010 were $9,672. This is a $1,751 decrease from the Company’s revenues generated for the period ended March 31, 2009 of $11,423. Our revenues for the period ended March 31, 2010 were generated primarily from the sales of adverting which resulted in revenues of $8,849 and secondarily from the sale of curriculum and educational material which resulted in revenues of $823. No change in revenues occurred as a result of any price increase in the Company’s products. No change in revenues occurred as a result of any price increase in the Company’s products. Our ability to sustain and grow our revenue throughout the remainder of this fiscal year will require the infusion of additional capital which will enable us to implement our business plan and expand our product offerings and advertising programs

Cost of Revenues. Cost of revenues for the three months ended March 31, 2010 decreased to $201 as compared to $6,387 for the three months ended March 31, 2010. This decrease in cost of revenues is related to lower sales volume of curricula in the first quarter.

Gross Profit/Loss. For the three months ended March 31, 2010, we experienced a gross profit from operations of $9,471. Our gross profit as a percentage of revenues is exceptionally high for the first quarter as the majority of our revenue was derived from advertising sources. Management believes this gross profit margin will settle into its typical range of 32% - 40% as our mix of product sales increases along with our advertising revenues.

Executive, Board, Development, Payroll, Marketing and Promotion Expenses. For the three months ended March 31, 2010, the Company had incurred expenses of $154,998 related to marketing and promotions, board compensation and employee compensation. Marketing and promotional expenses consist primarily of salaries, commissions, participation in our customers’ marketing efforts and related personnel expenses for those engaged in the sale and marketing of our products, travel, as well as related trade shows and promotional and public relations expenses. Our sales and marketing team is expected to grow in the future as we expand our sales and marketing activities nationally. We expect our selling and marketing expenses to increase in the future due to an increase in direct expenses related to sales and marketing, including increases to salaries to personnel in marketing and business development, as well as increased bonus payments and sales commissions on our revenues. In addition, as our customer base grows, we will need to participate in additional marketing efforts. The current management team has forgone salary payments throughout the first quarter of 2010 and for most of the fiscal year ended December 31, 2009. Expense for unpaid salaries has been accrued and has been reflected on the balance sheet as a liability. The Board is currently compensated entirely with shares of common stock, with the Chairman receiving $4,500 worth of stock each quarter and each director receiving $3,000 worth of stock. Additionally, most of our Chief Executive Officer’s compensation is paid in stock options.

General and Administrative Expenses. General and administrative expenses for the three months ended March 31, 2010 were $12,071 compared to $17,088 for the three months ended March 31, 2009. General and administrative expense has been focused on maintaining goods and services required to continue the ongoing operation of the business. General and administrative expenses consisted mainly of amortization of internally developed software, licenses, online and offline marketing costs, professional service fees and rent associated with the operation of the Company’s corporate operations. Management believes these expenses will increase as business continues to grow and as more personnel and larger facilities are required for the operation of the business.

Depreciation and Amortization Expenses. Amortization and depreciation expense for the continuing operation was $65,325 for the three months ended March 31, 2010 as compared to $82,257 for the three months ended March 31, 2009. Expenses which pertain directly to the development of the web site have been capitalized in accordance with the ASC 985-20 Software – Cost of Software to be Sold, Leased or Marketed, formerly Statement of Financial Accounting Standards No. 86, and are being amortized over a period of 3 years. The web site amortization expense for the period ended March 31, 2010 is $64,945.

Net Loss. Net loss for the three months ended March 31, 2010 was $284,440 as compared to $396,962 for the three months ended March 31, 2009. The net loss for the three months ended March 31, 2010 and March 31, 2009 was primarily related to employee compensation expense and amortization expense of the web site.

Results for the Year Ended December 31, 2009

Revenues. Sales revenues for the year ended December 31, 2009 were $63,378. This is a $9,386 decrease from the Company’s revenues generated for the year ended December 31, 2008 of $72,764. Our revenues for the year ended December 31, 2009 were generated primarily from the sales of curriculum and other educational materials which resulted in revenues of $33,826 and secondarily from the sale of advertising which resulted in revenues of $29,552. No change in revenues occurred as a result of any price increase in the Company’s products. The Company experienced a decrease in its volume of product sales of more than 42% and advertising sales revenue experienced an increase of 112% compared to the year ended December 31, 2008. Management believes revenue growth will return in during the fiscal year 2010 and into 2011 as capital is applied to completing and upgrading the online store and with additional advertising sales headcount.

Cost of Revenues. Cost of revenues for the year ended December 31, 2009 decreased to $33,315 as compared to $40,931 for the year ended December 31, 2008. This decrease in cost of revenues is related to the Company’s sales operations. The Company purchased certain educational materials and incurred shipping and handling fees related to the sale of its products.

Gross Profit/Loss. For the year ended December 31, 2009, we experienced a gross profit from operations of $30,063 after continuous operation. Management believes this gross profit will increase with sales and as a percentage of sales as new, proprietary products and services come on line. Management believes that it will experience an increase in gross profits during the fiscal year 2010 as it continues to establish a market for its products and services.

Executive, Board, Development, Payroll, Marketing and Promotion Expenses. For the year ended December 31, 2009, the Company had incurred expenses of $664,644 related to marketing and promotions, board compensation, payroll and development. Marketing and promotional expenses consist primarily of salaries, commissions and related personnel expenses for those engaged in the sale and marketing of our products, travel, as well as related trade shows and promotional and public relations expenses. Our sales and marketing team is expected to grow in the future as we expand our sales and marketing activities nationally. The decrease in board compensation is a result of a onetime issuance of stock options to Directors in January 2008 as compensation for exceptional performance during 2007. These awards were not part of an existing plan and were approved as a one-time event. We expect our selling and marketing expenses to increase in the future due to an increase in direct expenses related to sales and marketing, including increases to salaries to personnel in marketing and business development, as well as increased bonus payments and sales commissions on our revenues. In addition, as our customer base grows, we will need to participate in additional marketing efforts. The Board is currently compensated entirely with shares of common stock, with the Chairman receiving $4,500 worth of stock each quarter and each director receiving $3,000 worth of stock. Additionally, one quarter of our Chief Executive Officer’s compensation is paid in stock options.

General and Administrative Expenses. General and administrative expenses for the year ended December 31, 2009 were $73,215 compared to $119,103 for the year ended December 31, 2008. General and administrative expenses consisted mainly of licenses, online and offline marketing costs, professional service fees and rent associated with the operation of the Company’s corporate operations. Management believes these expenses will increase as the business grows and as more personnel and larger facilities are required for the operation of the business.

Depreciation and Amortization Expenses. Depreciation/Amortization expense for the continuing operation was $309,066 for the year ended December 31, 2009 as compared to $299,857 for the year ended December 31, 2008. Expenses which pertain directly to the development of the web site have been capitalized in accordance with the ASC 985-20 Software – Cost of Software to be Sold, Leased or Marketed, formerly Statement of Financial Accounting Standards No. 86, and are being amortized over a period of 3 years. The web site amortization expense for the year ended December 31, 2009 is $307,547.

Net Loss. Net loss for the year ended December 31, 2009 was $1,387,725 as compared to $2,546,334 for the year ended December 31, 2008. The net loss for the year ended December 31, 2009 was primarily related to personnel costs, of which accrued salaries were the single largest contributor, amortization expenses and professional fees . The net loss for the year ended December 31, 2008 was mainly due to the cost of developing the Company’s online services. As of December 31, 2009, we had an accumulated deficit of $5,770,205.

Impact of Inflation

We believe that the rate of inflation has had negligible effect on our operations. We have the flexibility to offset inflationary increases of various expenses such as the cost of labor and direct payroll taxes. We can arbitrarily increase our sales prices to offset these anticipated increases, all the while trying to increase our subscriber base and continue the improvement of our overall operating procedures and systems. We believe we can absorb most, if not all, increased non-controlled operating costs by increasing sales prices, whenever deemed necessary, and, by operating our Company in the most efficient manner possible. ,

Liquidity and Capital Resources

The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded by its founders, Board members, employees and persons related to or acquainted with these. To remedy the current deficiency in our liquidity position, we will raise funds through additional equity offerings, strategic agreements with partner companies, and debt. We currently have no external sources of liquidity and internal sources (revenue from sales of products and advertising) are very limited.

As of March 31, 2010, total current assets were $4,489 which consisted of $448 of cash and $4,041 of prepaid expenses.

As of December 31, 2009, total current assets were $6,812 which consisted of $1,864 of cash and $4,948 of prepaid expenses.

As of March 31, 2010, total current liabilities were $1,332,502, which consisted of $181,112 of accounts payable expenses, $69,791 of accrued interest expenses, loan payable obligations of $595,000, and $486,599 of accrued payroll.

As of December 31, 2009, total current liabilities were $1,164,415, which consisted of $194,872 of accounts payable expenses, $13,576 of accrued interest expenses, loan payable obligations of $595,000, and $360,967 of other miscellaneous current liabilities.

We had negative net working capital of $1,328,013 as of March 31, 2010, compared to negative net working capital of $1,157,603 as of December 31, 2009.

For the periods ended March 31, 2010 and March 31, 2009 operating activities used cash of $28,002 and 106,797 respectively. For the years ended December 31, 2009 and December 31, 2008, operating activities used cash of $264,394 and 469,287 respectively. The cash used by operating activities for the period ended March 31, 2010 was due primarily to trade payables and other general and administrative expense. The cash used in operating activities for the year ended December 31, 2009 was primarily related to compensation expense and trade payables.

We had a net decrease in cash of $1,416 for the period ended March 31, 2010. Cash flows from financing activities represented the Company’s principal source of cash for the period ended March 31, 2010. Cash flows from financing activities for the period ended March 31, 2010 were $26,586 from the issuance of stock. For the year ended December 31, 2009, we received $265,301 from financing activities from the issuance of common stock and notes payable.

We acquired certain online assets during the six month period ended June 30, 2008 of $120,000 and assumed liabilities of $5,157. We paid $40,000 in cash and issued a note payable of $80,000. As of December 31, 2008 the principal balance on the note payable was $40,000. During 2009 the outstanding principal balance of $40,000 was paid in full.

During 2009, 5 promissory notes totaling $190,000 were issued. $8,556 in interest expense was accrued during the period. On June 5, 2009 two promissory notes totaling $60,000 were converted to equity at a rate of $.025 per share. At December 31, 2009, $130,000 was owed on the three remaining notes and $13,175 has been recorded in interest expense on these notes.

On September 30, 2009, the Company entered into a loan modification agreement with its shareholders to restructure existing convertible notes payable which had an outstanding value of $670,242 as of September 30, 2009. The first note dated January 16, 2008 had a face value of $300,000 and accrued interest in the amount of $307,742, as of September 30, 2009. The second note dated April 27, 2009 had a face value of $50,000 and accrued interest in the amount of $12,500, as of September 30, 2009. The terms of the existing notes were collectively modified to provide a single set of terms as set forth in the Loan Modification Agreement. The new principal loan amount shall be $450,000 at an interest rate of 4% per year with a maturity date of January 1, 2010. At any time prior to

the maturity date, the outstanding principal amount of the loan is convertible into shares of Common Stock at a conversion price of $0.05 per share. At any time prior to the maturity date, all of the outstanding accrued interest shall be converted into restricted shares of Common Stock at a conversion price of $0.045 per share. Accrued interest in the amount of $220,242 from the original notes has been converted into 4,894,265 shares of common stock at a conversion price of $0.045 per share.

On July 17, 2009 the Company signed a debenture with Tangiers Capital LLC. The debenture has a principal amount of $15,000, an interest rate of 7% per annum and a maturity date of January 16, 2010. Payment on this debenture is past due and the Company is currently in default on repayment of this obligation. The company is currently working to acquire the capital to repay this obligation.

During 2009, Ken Lydecker, one of the Company’s principal stockholders, loaned $30,499 to the Company in exchange for a note payable. On September 30, 2009, this note was converted into 750,000 shares of Common Stock at a conversion price of $0.04 per share.

During 2009, Dave Nicholson, one of the Company’s principal stockholders, loaned $25,000 to the company in exchange for a note payable. On September 30, 2009 this note was converted into 625,000 shares of Common Stock at a conversion price of $0.04 per share.

During 2009, 2009, Thomas Morrow, CEO, loaned $26,499 to the company in exchange for a note payable. On September 30, 2009 this note was converted into 662,475 shares of Common Stock at a conversion price of $0.04 per share.

On September 30, 2009, Thomas Morrow, CEO converted deferred payroll of $126,000 into 3,150,000 shares of Common Stock at a conversion price of $0.04.

On September 30, 2009, Thomas Morrow, CEO paid $74,413 of corporate expenses for 1,860,328 shares of Common Stock.

We acquired certain online assets during the twelve month period ended December 31, 2008 of $120,000 and assumed liabilities of $5,157. We paid $40,000 in cash and issued a note payable of $80,000. The outstanding portion of this note was retired in February 2009. Capital expenditures in the past were incurred primarily for computers and software used for the Company’s operations.

Off-Balance Sheet Arrangements

None

Recent Accounting Pronouncements

Accounting Standards Codification (“ASC”) 325 – Investments

In January 2009, the FASB issued FSP EITF 99-20-1, “Amendments to the Impairment Guidance of EITF Issue No. 99-20, and EITF Issue No. 99-20, Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets”. FSP EITF 99-20-1 changes the impairment model included within EITF 99-20 to be more consistent with the impairment model of SFAS 115. FSP EITF 99-20-1 achieves this by amending the impairment model in EITF 99-20 to remove its exclusive reliance on “market participant” estimates of future cash flows used in determining fair value. Changing the cash flows used to analyze other-than-temporary impairment from the “market participant” view to a holder’s estimate of whether there has been a “probable” adverse change in estimated cash flows allows companies to apply reasonable judgment in assessing whether an other-than-temporary impairment has occurred. The adoption of FSP EITF 99-20-1, which is effective for annual reporting periods ending after December 15, 2008, did not have a material impact on our consolidated financial statements.

Accounting Standards Codification (“ASC”) 820 – Fair Value Measurements and Disclosures

In April 2009, the FASB issued FSP SFAS 157-4, “Determining Whether a Market Is Not Active and a Transaction Is Not Distressed,” (“FSP FAS 157-4”). FSP FAS 157-4 provides guidelines for making fair value measurements more consistent with the principles presented in SFAS 157. FSP FAS 157-4 provides additional authoritative guidance in determining whether a market is active or inactive, and whether a transaction is distressed, is applicable to all assets and liabilities (i.e. financial and nonfinancial) and will require enhanced disclosures. This standard is effective for periods ending after June 15, 2009. The Company is evaluating the impact that this standard will have on the Company’s financial position and results of operations.

Accounting Standards Codification (“ASC”) 825 – Financial Instruments

In April 2009, the FASB issued FSP SFAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” (“FSP FAS 107-1 and APB 28-1”). FSP FAS 107-1 and APB 28-1 amends SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” to require disclosures about fair value of financial instruments in interim as well as in annual financial statements. FSP FAS 107-1 and APB 28-1 also amend APB Opinion No. 28, “Interim Financial Reporting,” to require those disclosures in all interim financial statements. This standard is effective for periods ending after June 15, 2009. The Company is evaluating the impact that this standard will have on the Company’s financial position and results of operations.

Accounting Standards Codification (“ASC”) 820 – Fair Value Measurements and Disclosures

In October 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of a Financial Asset in a Market That Is Not Active” (FSP 157-3), which clarifies the application of SFAS 157 when the market for a financial asset is inactive. Specifically, FSP 157-3 clarifies how (1) management’s internal assumptions should be considered in measuring fair value when observable data are not present, (2) observable market information from an inactive market should be taken into account, and (3) the use of broker quotes or pricing services should be considered in assessing the relevance of observable and unobservable data to measure fair value. The Company adopted the provisions of FSP 157-3, which did not impact the Company’s financial position or results of operations.

Accounting Standards Codification (“ASC”) 944 – Financial Services - Insurance

May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60” (“SFAS No. 163”). SFAS No. 163 interprets Statement 60 and amends existing accounting pronouncements to clarify their application to the financial guarantee insurance contracts included within the scope of that Statement. SFAS No. 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The Company is currently evaluating the impact of SFAS No. 163 on its financial statements but does not expect it to have an effect on the Company’s financial position, results of operations or cash flows.

Accounting Standards Codification (“ASC”) 150 – Generally Accepted Accounting Principles

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 identifies the sources of accounting principles and provides entities with a framework for selecting the principles used in preparation of financial statements that are presented in conformity with GAAP. The current GAAP hierarchy has been criticized because it is directed to the auditor rather than the entity, it is complex, and it ranks FASB Statements of Financial Accounting Concepts, which are subject to the same level of due process as FASB Statements of Financial Accounting Standards, below industry practices that are widely recognized as generally accepted but that are not subject to due process. The Board believes the GAAP hierarchy should be directed to entities because it is the entity (not its auditors) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. The adoption of FASB 162 is not expected to have a material impact on the Company’s financial position.

Accounting Standards Codification (“ASC”) 805 – Business Combinations and

Accounting Standards Codification (“ASC”) 808 – Collaborative Arrangements

In December 2007, the FASB issued SFAS No. 141 (R), Business Combinations, and SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements. SFAS No. 141 (R) requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquired entity at their fair values on the acquisition date, with goodwill being the excess value over net identifiable assets acquired. SFAS No. 160 clarifies that a noncontrolling interest in a subsidiary should be reported as equity in the consolidated financial statements. The calculation of earnings issued for fiscal years beginning after December 15, 2008. Early adoption is prohibited. We do not expect the adoption of SFAS No. 141 (R) and SFAS No. 160 will have a material impact on our consolidated financial statements.

Accounting Standards Codification (“ASC”) 350 – Intangibles – Goodwill and Other

In April 2008, the FASB issued FSP N. 142-3, Determination of the Useful Life of Intangible Assets. FSP No. 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible Assets. FSP No 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Early adoption is prohibited. We do not expect the adoption of FSP No. 142-3 will have a material impact on our financial statements.

Accounting Standards Codification (“ASC”) 815-40 – Derivatives and Hedging – Contracts in Entity’s Own Equity

In June 2008, the FASB ratified the consensus reached on EITF Issue No. 07-05, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock. EITF Issue No. 07-05 clarifies the determination of whether an instrument (or an embedded feature) is indexed to an entity’s own stock, which would qualify as a scope exception under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. EITF Issue No. 07-05 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Early adoption for an existing instrument is not permitted. We do not expect the adoption of EITF Issue No. 07-05 will have a material impact on our consolidated financial statements.

MANAGEMENT

Executive Officers and Directors. As of December 31, 2009, the directors and executive officers of the Company were:



Name	Age	Principal Position	Appointment date

Thomas Morrow	46	Chairman, CEO	October 17, 2005
David Nicholson	48	Director	October 17, 2005
Kenneth Lydecker	59	Director	July 1, 2006
Tony Langford	44	Chief Financial Officer	September 14, 2009
Darren Joslin	46	Director	October 16, 2009

Thomas Morrow is one of our founders and serves as the Chairman & CEO of Home School Holdings, Inc., a position he has held since its inception in October of 2005. Mr. Morrow was selected to serve as a member of our Board of Directors because of his extensive experience in executive level management and his previous leadership roles within startup companies which gives him a vast array of experiences to draw from and uniquely qualifies him to lead the Company and serve on the Board of Directors. Prior to that, he served as the interim Director of Internal Audit for the Metropolitan Division of the Salvation Army from March to October, 2005, continuing that role part time up to July, 2006 until a permanent candidate could be hired and trained. Prior to that, he was the Managing Director of the North Chicago Commercial Complex, a proposed technology-focused real estate project in Lake County, Illinois from February of 2002 through March of 2005. Prior to this project, Mr. Morrow consulted with Arthur Andersen and led three earlier startup companies. He holds a BA and an MBA from the University of Illinois, and is a Chartered Financial Analyst and a Certified Managerial Accountant.

David Nicholson, CLU, ChFC is one of our founders, a Director of Home School Holdings, Inc. and an equity partner in the retirement planning and insurance firm of Preferred Planning Concepts. He has been an equity partner in Preferred Planning Concepts for more than 5 years. He received his BA from Upsala College and is a Chartered Life Underwriter and a Chartered Financial Consultant. Mr. Nicholson’s extensive experience in investment planning, financial and accounting matters provides us valuable perspective and expertise in evaluating potential strategic opportunities, as well as financial and analytical expertise important in exercising oversight over our financial and accounting issues.

Kenneth Lydecker is a Director of Home School and an equity partner in the retirement planning and insurance firm of Preferred Planning Concepts. He has been an equity partner in Preferred Planning Concepts for more than 5 years. He received his BA from DePaul University. Mr. Lydecker was selected to serve as a member of our Board of Directors because his expertise on accounting, financial and investment matters qualifies him well to perform the audit committee’s oversight role and to provide valuable insight and guidance to enable the Company to achieve its business objectives.

Tony Langford is the Chief Financial Officer of the company, a position that he has held since May 1, 2009. Mr. Langford began his employment with Home School Holdings, Inc. on May 1, 2009 as the Chief Financial Officer. On September 14, 2009, he was officially appointed as the Principal Accounting Officer and Principal Financial Officer of the company as disclosed in the form 8-K dated September 9, 2009. Mr. Langford brings to the management team a strong foundation in financial reporting and accounting matters, as well as a vast array of executive leadership and management experience in the information technology function from his work in various multinational corporations. Prior to this current position, he was a Technical Consultant with Spherion Corporation from January 2007 through August 2008 and was assigned to projects within the global information technology organization of an insurance-based financial services provider which is based in the EU. Prior to that, he held the position of Director of Information Technology with Siemens Medical Solutions, USA. from July 2001 through October 2006. He also held the positions within the accounting department at ADP Dealer Services Division from 1991-1993 and was a Staff Auditor for the public accounting firm of Altschuler, Melvoin & Glasser from 1989 -1991. Between October 2006 and January 2007 and between August 2008 and April 2009 Mr. Langford was not employed with any corporation or other organization. Mr. Langford is a Certified Public Accountant in the State of Illinois and is a member of the American Institute of Certified Public Accountants (AICPA) and the Illinois CPA Society (ICPAS). Mr. Langford was awarded his Bachelors of Science in Commerce from DePaul University, Chicago, IL in 1989.

Darren Joslin is a Director of Home School and since 2008 has been CIO for Zurich in Canada, a part of Zurich Financial Services, focusing on business operations and technology. From 2005 through 2008 he also served as the Vice President, IT Customer and Distribution Solutions for Zurich in North America. He brings 30 years of experience covering all spectrums of Information Technology supporting Insurance, Healthcare and Manufacturing industries. Mr. Joslin’s deep experience in web based technologies and applications as well as his strategic executive level leadership and operational experience provide us with invaluable expertise and knowledge to guide our technology strategy and direction.

Employment Agreements

We do not have formal employment agreements with Mr. Morrow or Mr. Langford and they may terminate employment with us at any time with no advance notice.

Independence

Mr. Morrow is the Chairman and CEO of the Company and therefore is not an independent Board Member according to the standards of the NASDAQ.

Mr. Nicholson is an independent Board Member according to the standards of the NASDAQ, having received no salary, payment, or other pecuniary benefit from the Company other than that compensation directly related to his Board service. He has no business relationship with the Company other than as a shareholder, nor does any member of his family have such a relationship.

Mr. Lydecker is an independent Board Member according to the standards of the NASDAQ, having received no salary, payment, or other pecuniary benefit from the Company other than that compensation directly related to his Board service. He has no business relationship with the Company other than as a shareholder, nor does any member of his family have such a relationship.

Mr. Joslin is an independent Board Member according to the standards of the NASDAQ, having received no salary, payment, or other pecuniary benefit from the Company other than that compensation directly related to his Board service. He has no business relationship with the Company other than as a shareholder, nor does any member of his family have such a relationship.

Terms of Service

Directors serve for one year; the entire Board is subject to re-election by the shareholders each April and the new Board is also seated in April. Directors can serve an unlimited number of consecutive terms.

Family Relationships

None.

Involvement in Legal Proceedings

No bankruptcy petition has been filed by or against any business of which any of Home School Holdings’ directors or executive officers was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

No director or executive officer of Home School Holdings has been convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses).

No director or executive officer of Home School Holdings has been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.

No director or executive officer of Home School Holdings has been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, that has not been reversed, suspended, or vacated.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, officers and persons owning more than 10% of our common stock to file reports of ownership and changes of ownership with the Securities and Exchange Commission. Based on our review of the copies of such reports furnished to us, or representations from certain reporting persons that no other reports were required, we believe that all applicable filing requirements were complied with as of the period ended March 31, 2010.

Code of Ethics

We have adopted a Code of Ethical Conduct Policy (“Code of Ethics”) that applies to all employees, officers and directors, including the Chairman and Chief Executive Officer. The Code of Ethics is attached hereto and filed herewith as Exhibit 14.1 to this registration statement.

Audit Committee

The Board of Directors has a standing Audit Committee. The Audit Committee reviews with our independent public accountants the scope and timing of the accountants’ audit services and any other services they are asked to perform, the auditor’s report on our financial statements following completion of the audit and our policies and procedures with respect to internal accounting and financial controls. In addition, the Audit Committee reviews the independence of the independent public accountants and makes annual recommendations to the Board of Directors for the appointment of independent public accountants for the ensuing year. The Audit Committee met four times during the fiscal year ended December 31, 2009.

Audit Committee Financial Expert

Our Board of Directors has determined it has at least one audit committee financial expert serving on its audit committee, as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act. The name of such financial expert is Mr. Kenneth Lydecker and he is an independent director.

Executive Compensation

Overview

The following is a discussion of our program for compensating our named executive officers and directors. Currently, we do not have a compensation committee, and as such, our board of directors is responsible for determining the compensation of our named executive officers.

Compensation Program Objectives and Philosophy

The primary goals of our policy of executive compensation are to attract and retain the most talented and dedicated executives possible, to assure that our executives are compensated effectively in a manner consistent with our strategy and competitive practice and to align executives compensation with the achievement of our short- and long-term business objectives.

The board of directors considers a variety of factors in determining compensation of executives, including their particular background and circumstances, such as their training and prior relevant work experience, their success in attracting and retaining savvy and technically proficient managers and employees, increasing our revenues, broadening our product line offerings, managing our costs and otherwise helping to lead our Company through a period of rapid growth.

In the near future, we expect that our board of directors will form a compensation committee charged with the oversight of executive compensation plans, policies and programs of our Company and with the full authority to determine and approve the compensation of our chief executive officer and make recommendations with respect to the compensation of our other executive officers. We expect that our compensation committee will continue to follow the general approach to executive compensation that we have followed to date, rewarding superior individual and company performance with commensurate cash compensation.

Elements of Compensation

Our compensation program for the named executive officers consists primarily of base salary and equity in the form of stock options. There is no bonus plan, retirement plan, long-term incentive plan or other such plans. The Company is a development stage company with limited revenue. As such we have not yet obtained a consistent revenue stream with which to fund employee salaries and bonus plans. The base salary we provide is intended to equitably compensate the named executive officers based upon their level of responsibility, complexity and importance of role, leadership and growth potential, and experience.

Base Salary

Our named executive officers receive base salaries commensurate with their roles and responsibilities. We have no applicable employment agreements. Base salaries and subsequent adjustments, if any, are reviewed and approved by our board of directors annually, based on an informal review of relevant market data and each executive’s performance for the prior year, as well as each executive’s experience, expertise and position. The base salaries paid to our named executive officers in 2009 are reflected in the Summary Compensation Table below.

Stock-Based Awards

We issued stock options to Directors in January, 2008 as compensation for exceptional performance during 2007. These awards were not part of an existing plan. These awards were approved as one-time events. As detailed below, our CEO and CFO also currently receive options in lieu of cash compensation for a portion of their salaries in order to preserve cash. This arrangement is expected to endure until the end of 2010. The stock options issued are American style options which are awarded at the current stock price as of the date of issuance and are exercisable until the last day of the fiscal year subsequent to their issuance.

Retirement Benefits

Currently, we do not provide any company sponsored retirement benefits to any employee, including the named executive officers.

Perquisites

Historically, we have not provided our named executive officers with any perquisites and other personal benefits. We do not view perquisites as a significant element of our compensation structure, but do believe that perquisites can be useful in attracting, motivating and retaining the executive talent for which we compete. It is expected that our historical practices regarding perquisites will continue and will be subject to periodic review by our by our board of directors.

Compensation of Our Board of Directors

Equity Compensation

Executive Compensation

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the following persons for services performed for us during 2006, 2007, 2008, 2009 and 2010 in all capacities. The stock options issued are American style options which are awarded at the current stock price as of the date of issuance and are exercisable until the last day of the fiscal year subsequent to their issuance. Options issued in 2006, 2007 and 2008 have expired. Options issued in 2009 expire 12/31/10 and options issued in 2010 expire 12/31/11.

Summary Compensation Table



	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)(5)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Name and Principal Position (a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)

CEO Thomas Morrow (3)(4)		2006	$	77,000	$	0	$	13,500	$	144,000	$	0	$	0	$	0	$	234,500
		2007	$	70,000	$	0	$	18,000	$	19,286	$	0	$	0	$	0	$	107,286
		2008	$	56,000	$	0	$	18,000	$	779,350	$	0	$	0	$	0	$	853,350
		2009	$	168,000	$	0	$	18,000	$	55,009	$	0	$	0	$	0	$	241,009
		2010	$	42,000	$	0	$	0	$	30,000	$	0	$	0	$	0	$	72,000
CFO Tony Langford (6)		2009	$	93,333	$	0	$	0	$	26,657	$	0	$	0	$	0	$	119,990
		2010	$	35,000	$	0	$	0	$	8,750	$	0	$	0	$	0	$	43,750





(1)	The values shown in this column represent the aggregate grant date fair value of equity-based awards granted in accordance with ASC 718, “Share Based-Payment”.
(2)	The values shown in this column represent the aggregate grant date fair value of equity-based awards granted in accordance with ASC 718, “Share Based-Payment”. The fair value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model, based on the assumptions described in the Note 3 to Audited Financial Statements.
(3)	Mr. Morrow became our Chief Executive Officer in October 2005. Mr. Morrow was the only executive officer of the Company during the years 2005, 2006, 2007, 2008 and through April 30, 2009. Mr. Morrow also serves as Chairman.
(4)	Mr. Morrow also received compensation as a director for which he received $18,000 in common stock and $240,303 in the form of stock options in 2008.
(5)	These stock awards are entirely related to Mr. Morrow’s service on the Board of Directors as its Chairman.
(6)	Mr. Langford became our Chief Financial Officer on May 1, 2009. Mr. Langford also serves as the Principal Financial Officer and Principal Accounting Officer.

Outstanding Equity Awards at December 31, 2009

The following table sets forth certain information regarding outstanding equity awards granted to our named executive officers for 2007, 2008, 2009 and 2010. All of the options in this table are exercisable at any time.



		Option awards								Stock Awards

Name		Number of securities underlying unexercised options(#) exercisable (1)(2)		Number of securities underlying unexercised options(#) unexercisable		Option exercise price ($)		Option expiration date		Number of Shares of stock that have not vested (#)		Market Value of Shares of stock that have not vested ($)

Thomas Morrow	2009		1,200,000		0—		0.03		12/31/10		0—		0—
	2009		1,600,000		0—		0.05		12/31/10		0—		0—
	2010		300,000		0—		0.05		12/31/11		0—		0—
Tony Langford	2009		984,375		0—		0.03		12/31/10		0—		0—
	2009		466,672		0—		0.05		12/31/10		0—		0—
	2010		116,667		0—		0.05		12/31/11		0—		0—





(1)	All of the options currently held by Mr. Morrow and Mr. Langford are exercisable but none were exercised during 2009 or 2010.
(2)	All options and restricted stock issued to Mr. Morrow and Mr. Langford vest immediately upon issuance.

Director Compensation

The Company compensates the members of its Board through equity compensation only and does not pay perquisites or any cash compensation. Directors receive quarterly grants of $3,000 in shares of our common stock; the Chairman receives $4,500 in shares of our common stock. The stock vests immediately upon issuance. Each Director has receives such compensation for attending quarterly board meetings and in the event that a director does not attend they are not compensated for that meeting.

DIRECTOR COMPENSATION



		Fees Earned or Paid in Cash		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
		($)		($)		($)		($)		($)		($)		($)
Name (a)		(b)		(c)		(d)		(e)		(f)		(g)		(j)

Thomas Morrow			—	$	18,000		—		—		—		—	$	258,303
Christopher Davies (1)			—	$	6,000		—		—		—		—	$	156,182
Ken Lydecker			—	$	12,000		—		—		—		—	$	156,182
David Nicholson			—	$	12,000		—		—		—		—	$	156,182
Darren Joslin (2)			—	$	3,000		—		—		—		—	$	3,000
______________________

(1)	Mr. Davies is no longer a member of the Board of Directors. He resigned from the board effective August 31, 2009.
(2)	Mr. Joslin became a member of the Board of Directors on October 16, 2009.

Employment Agreements

None.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of common stock subject to options and warrants held by that person that are currently exercisable or become exercisable within 60 days of the date of this prospectus are deemed outstanding even if they have not actually been exercised. Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. The total shares, options exercisable within 60 days and shares available pursuant to conversion of convertible debt are aggregated by individual and divided by sum of the total shares outstanding plus the total options exercisable within 60 days plus the total number of shares potentially arising from the conversion of all convertible debt of the Company. This provides each individual’s ownership percent. These percents are then summed to arrive at the beneficial ownership of the Officers and Directors as a group.

The following table sets forth certain information with respect to beneficial ownership of our common stock based on 314,270,862 issued and outstanding shares of common stock as of March 31, 2010 as well as 4,638,547 exercisable options as of March 31, 2010. The total number of shares beneficially owned as of March 31, 2010 is 318,909,409. The table sets forth information regarding the amount of common stock beneficially owned by:



	•	Each person known to be the beneficial owner of 5% or more of the outstanding common stock of our company;

	•	Each executive officer;

	•	Each director; and

	•	All of the executive officers and directors as a group.

Unless otherwise indicated, the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the stockholder’s name, subject to community property laws, where applicable. Unless otherwise indicated, the address of each stockholder listed in the table is c/o Home School Holdings, Inc. 2700 South River Road Suite 106, Des Plaines, Illinois 60018. The table below is set forth as of March 31, 2010 and represents pre-offering holdings.



Name and Address of Beneficial Owner	Title	Beneficially Owned		Percent of Class Beneficially Owned

*Directors and Executive Officers*
Thomas Morrow	President and Chief Executive Officer	152,499,743	(1)	48.52	%
David Nicholson	Director	52,903,260	(2)	16.83	%
Kenneth Lydecker	Director	14,617,540	(3)	4.65	%
Tony Langford	CFO	2,780,927	(4)	0.90	%
Officers and Directors as a Group
(total of 4 persons)		222,801,470		70.55	%

*5% or more Stockholders*
Bebe North		29,055,147	(5)	9.25	%



(1)	This includes 3,100,000 shares underlying options held by Mr. Morrow
(2)	This includes 0 shares underlying options held by Mr. Nicholson
(3)	This includes 0 shares underlying options held by Mr. Lydecker
(4)	This includes 1,538,547 shares underlying options held by Mr. Langford
(5)	This includes 13,113,571 shares underlying a convertible note held by Mrs. North

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 16, 2010, the Company entered into a Loan Modification Amendment with our existing investor, Mr. and Mrs. Michael North, to modify the terms of the existing loan which had a maturity date of January 1, 2010. The Loan Modification Amendment dated April 12, 2010 has a principal balance of $450,000 and an outstanding balance of $454,537 as of December 31, 2009 including accrued interest of $4,537. The Loan Modification Amendment has a maturity date of May 1, 2012 and bears interest at 4% per annum. Any portion of the loan can be converted into shares of the Company’s common stock at a conversion price of $0.035 per share. The lender also has a put option at $0.045 per share of common stock which may be exercised when at least 50% of the principal amount on this Loan Modification Agreement has been repaid. The put option expires 30 days following repayment of 100% of the Loan Modification Agreement principal balance. Repayment on the loan will commence 30 days following the listing of the Company’s common stock on any exchange. The repayment amount will be based on a percentage of the total receipts for each 30 day period following the listing of the stock according to the following schedule: (a) less than $55,000 in total receipts; $0.00 (b) $55,000 to $499,999 in total receipts; 10% of the total receipts (c) $500,000 to $999,999 in total receipts; 20% of the total receipts (d) greater than $999,999 in total receipts; repayment of the outstanding loan balance (e) cumulative total receipts since the commencement of trading of $1,500,000 or greater; repayment of the outstanding loan balance.

On September 30, 2009, one of the Company’s principal stockholders, Kenneth Lydecker, converted $30,000 of existing notes payable into 750,000 shares of Common Stock at a conversion price of $0.04. The notes were provided in consideration of cash loans made to the company which was used to pay for general operating expenses. $10,000 was loaned to the company in October 2007, $10,000 was loaned in April 2008 additional $10,000 was loaned in January 2009. Interest on the loans was imputed at an annual rate of 6%. The imputed interest expense charged was $100.00 in 2007, $1,100 in 2008 and $1,300 in 2009.

On September 30, 2009, one of the Company’s principal stockholders, David Nicholson, converted $25,000 of existing notes payable into 625,000 shares of Common Stock at a conversion price of $0.04. The notes were provided in consideration of cash loans made to the company which was used to pay for general operating expenses. $10,000 was loaned to the company in December 2007 and an additional $15,000 was loaned in August 2008. Interest on the loans was imputed at an annual rate of 6%. The imputed interest expense charged was $900 in 2008 and $1,125 in 2009.

On September 30, 2009, Thomas Morrow, CEO, converted $26,499 of existing notes payable into 662,475 shares of Common Stock at a conversion price of $0.04. The notes were provided in consideration of cash loans made to the company which was used to pay for general operating expenses. $20,000 was loaned to the company in February 2008 and additional $6,499 was loaned in May 2008. Interest on the loans was imputed at an annual rate of 6%. The imputed interest expense charged was 1,227 in 2008 and $1,192 in 2009.

On September 30, 2009, Thomas Morrow, CEO converted deferred payroll of $126,000 into 3,150,000 shares of Common Stock at a conversion price of $0.04

On September 30, 2009, Thomas Morrow, CEO paid $74,413 of corporate expenses for 1,860,328 shares of Common Stock.

On January 16, 2008, shareholders Mr. and Mrs. Michael North loaned the Company $300,000. This loan bears interest at 5%, per month and is unsecured and is due on demand. The interest and principal of this loan is convertible to equity at a price of $0.03 per share at the lender’s discretion. There are no unstated rights or privileges associated with this loan. As of September 30, 2009 the loan has an outstanding balance, including accrued interest, of $562,742. On September 30, 2009, the Company entered into a loan modification agreement with Mike North and Bebe North to restructure the existing convertible notes payable held by Mr. and Mrs. North which had an outstanding value of $670,242 as of September 30, 2009. The first note dated January 16, 2008 had a face value of $300,000 and accrued interest in the amount of $307,742, as of September 30, 2009. A second note dated April 27, 2009 had a face value of $50,000 and accrued interest in the amount of $12,500, as of September 30, 2009.

The terms of the existing notes were collectively modified to provide a single set of terms as set forth in the Loan Modification Agreement. The new principal loan amount shall be $450,000 at an interest rate of 4% per year with a maturity date of January, 1 2010. At any time prior to the maturity date, the outstanding principal amount of the loan is convertible into shares of Common Stock at a conversion price of $0.05 per share. At any time prior to the maturity date, all of the outstanding accrued interest shall be converted into restricted shares of Common Stock at a conversion price of $0.045 per share.

Accrued interest in the amount of $220,242 from the original notes has been converted into 4,894,265 shares of common stock at a conversion price of $0.045 per share.

During 2008, the Company’s three principal stockholders, Thomas Morrow, David Nicholson and Kenneth Lydecker, each loaned cash to the Company in exchange for a note payable. Each note has an interest rate of 1%, is unsecured and due on demand. There are no understandings or arrangements regarding the repayment of this loan. Mr. Morrow loaned $26,499 in consideration for his note which had a balance, including accrued interest, of $26,854 as of September 30, 2009. Mr. Nicholson loaned $15,000 in consideration for his note which had a balance, including accrued interest, of $15,168 as of September 30, 2009. Mr. Lydecker loaned $10,000 in consideration for his note which had a balance, including accrued interest, of $10,121 as of September 30, 2009.

On September 28, 2007, the Company’s two principal shareholders and officers, Thomas Morrow and David Nicholson, agreed to the conversion into common stock of their existing outstanding debt owed by the Company. Mr. Morrow’s loan of $150,000 was converted into 13,500,000 shares. Mr. Nicholson’s loan of $20,000 was converted into 1,800,000 shares. The debt was converted at a split-adjusted share price of $0.011 to reflect the share price that adhered at the time the loans were extended. No other rights or privileges were extended or consideration provided as inducement to this conversion.

Related Person Transactions Policy

The Company’s Related Person Transactions Policy sets forth the procedures governing the review and approval or ratification of transactions between the Company, on the one hand, and (i) an executive officer, (ii) director, (iii) an immediate family member of an executive officer or director; (iv) any security holder who is known by the Company to own of record or beneficially more than five percent of any class of the Company’s voting securities at the time of the transaction; or (v) an immediate family member of such five percent security holder, on the other hand. Persons in categories (i), (ii), (iii) (iv) and (v) are collectively referred to as “Related Persons”.

This Policy applies to all related person transactions, and under the Policy a “related person transaction” is any transaction:



	•	In which the Company was or is to be a participant;

	•	In which the amount exceeds $120,000;

	•	In which any Related Person had, or will have a direct or indirect material interest;

	•	Including any contribution of $120,000 or more to a charitable organization of which a Related Person is a trustee, director, executive officer or has a similar relationship.

No Related Person transaction shall be approved or ratified if such transaction is contrary to the best interests of the Company. Unless different terms are specifically approved or ratified by the Board, any approved or ratified transaction must be on terms that are no less favorable to the Company than would be obtained in a similar transaction with an unaffiliated third party under the same or similar circumstances. All related person transactions or series of similar transactions must be presented to the Board for review and pre-approval or ratification.

Material Changes

Changes in Registrant’s Certified Accountant

On May 1, 2009, the services of LWBJ Financial, LLP (LWBJ) as auditor of Home School, Inc. (the “Acquired”) were terminated in accordance with a determination of the Board of Directors as a result of the merger of the Acquired into Narayan Capital Corp. The existing certified accountant of Narayan Capital Corp, now known as Home School Holdings, Inc, Lake & Associates CPA’s LLC., was engaged to continue as the company’s auditor, has and will serve the merged entity going forward. The Acquired had not consulted with Lake & Associates CPA’s LLC prior to its engagement.

LWBJ had audited the accompanying balance sheets of Home School, Inc. as of December 31, 2008 and 2007, and the related statements of operations, stockholders' equity, and cash flows for the years then ended and the period from October 17, 2005 (inception date) to December 31, 2008. LWBJ provided unqualified opinions on these audits, which is included in the form 8-K filed on May 11, 2009, and provided certain recommendations for the enhancement of internal controls. Prior to its dismissal, there were no disagreements between the Company and LWBJ with regard to any matters of accounting principles or practices, financial statement disclosure, auditing scope or procedure.

FINANCIAL STATEMENTS OF HOME SCHOOL, INC.

(A DEVELOPMENT STAGE COMPANY)

REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1

BALANCE SHEET AS OF DECEMBER 31, 2009	F-2

STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008, AND THE PERIOD FROM OCTOBER 17, 2005 (INCEPTION) TO DECEMBER 31, 2009	F-3

STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY FOR THE PERIOD FROM OCTOBER 17, 2005 (INCEPTION) TO DECEMBER 31, 2009	F-4

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008, AND THE PERIOD FROM OCTOBER 17, 2005 (INCEPTION) TO DECEMBER 31, 2009	F-5

NOTES FOR THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009	F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Home School Holdings, Inc.

We have audited the accompanying balance sheets of Home School Holdings, Inc. (a development stage enterprise) (the “Company”) as of December 31, 2009 and 2008, and the related statements of operations, stockholders’ deficit, and cash flows for each of the years then ended, and for the period October 17, 2005 (inception) through December 31, 2009. Home School Holdings, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Home School Holdings, Inc. as of December 31, 2009 and 2008, and the results of its operations and its cash flows for the years then ended in the period ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed further in Note 9, the Company has been in the development stage since its inception (October, 2005) and continues to incur significant losses. The Company’s viability is dependent upon its ability to obtain future financing and the success of its future operations. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 9. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 12 to the financial statements, the Company restated certain amounts previously reported as of and for the years ended December 31, 2008.

Lake & Associates, CPA’s LLC

Schaumburg, Illinois

March 11, 2010 (January 14, 2010 as to Note 12 and the effect of the restatement)

1905 Wright Boulevard	20283 State Road 7, Suite 300
Schaumburg, IL 60193	Boca Raton, Florida 33498
Phone: 847.524.0800	Phone: 866.982.9874
Fax: 847.524.1655	Fax: 561.982.7985

F-1

Home School Holdings, Inc.
(a development stage company)
Consolidated Balance Sheet


	(Audited) December 31,			(Audited) December 31, 2008
	2009			RESTATED

ASSETS

Current Assets
Cash	$	1,864		$	958
Inventory		0			473
Prepaid Expenses		4,948			6,302

TOTAL CURRENT ASSETS		6,812			7,733

Equipment, net of accumulated depreciation of $5,261 and $3,742 respectively		4,127			5,646
Website, net of accumulated amortization of $732,177 and $424,629 respectively		239,762			507,309

Other Assets
Deposits		2,780			2,780


TOTAL ASSETS	$	253,481		$	523,468


LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

CURRENT LIABILITIES

Accounts Payable	$	188,870		$	131,673
Accounts Payable--Related Party		6,002			39,984
Accrued Payroll		359,439			86,972
Accrued Interest--Convertible Note Stockholder		13,576			172,742
Deferred Revenue		—			375
Prepaid Advertising		1,528			2,700
Note Payable		145,000			40,000
Convertible Notes Payable--Stockholder		450,000			300,000
Loans Payable - Related Party		—			70,499

TOTAL CURRENT LIABILITIES		1,164,415			844,945


STOCKHOLDERS’ EQUITY / (DEFICIT)

Common Stock - Par value $0.001; Authorized: 500,000,000 Issued and Outstanding: 313,367,450 and 289,300,685 in December 31, 2009 and December 31, 2008, respectively.		313,367			289,301
Additional Paid-In Capital		4,545,905			3,772,702
Shareholder Receivable		—			(1,000	)
Deficit accumulated during development stage		(5,770,205	)		(4,382,480	)


Total Stockholders’ Equity / (Deficit)		(910,934	)		(321,477	)


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY / (DEFICIT)	$	253,481		$	523,468

The accompanying notes are integral parts of these financial statements.

F-2

Home School Holdings, Inc.
(a development stage company)
Consolidated Statement of Operations



	(Audited) December 31, 2009			(Audited) December 31, 2008 RESTATED			For the period October 17, 2005 (inception) to December 31, 2009

Revenue - Product Sales, net	$	33,826		$	58,793		$	108,830
Revenue - Advertising		29,552		$	13,971			44,950

Total Revenue		63,378		$	72,764			153,780

Cost of Revenue - Product Sales		33,315			40,931			85,808
Cost of Revenue - Advertising		—			—			—

Total Cost of Revenue		33,315			40,931			85,808

Gross Profit		30,063			31,833			67,972

Professional Fees		198,009			91,926			568,484
Board Compensation		52,000			744,848			918,348
Development Expenses		—			—			67,656
Depreciation and Amortization		309,066			299,857			737,437
Marketing		42,506			90,429			240,223
Employee Compensation		570,138			983,205			2,493,257
General and Administrative		73,215			119,103			391,247


Total Operating Expenses		1,244,934			2,329,368			5,416,652


Loss from Operations		(1,214,871	)		(2,297,535	)		(5,348,680	)

Extinguishment of Debt
Interest Income		0			154			282
Interest Expense		(172,854	)		(248,953	)		(421,807	)


Total Other Income/Expense		(172,854	)		(248,799	)		(421,525	)

Provision for Income Taxes		—			—			—


Net Loss	$	(1,387,725	)	$	(2,546,334	)	$	(5,770,205	)


Net Loss Per Share - basic and diluted		**			**


Weighted average number of shares outstanding during the period - basic and diluted		299,983,965			282,695,125

** Less than $0.01

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

F-3

Home School Holdings, Inc.
(a development stage company)
Consolidated Statement of Stockholder’s Equity (Deficit)
From inception (October 17, 2005) through December 31, 2009
(Unaudited)


	Common stock $0.001 Par Value				Additional						Deficit Accumulated			Total

	Shares		Amount		paid-in capital			Shareholder Receivable			during the Development Stage			Stockholder’s Equity (Deficiency)

Shares issued to founders		180,000,000	$	180,000	$	(80,000	)	$	—		$	—			100,000
Net Loss												(100,000	)		(100,000	)

Balance, December 31, 2005		180,000,000		180,000		(80,000	)		—			(100,000	)		—
Shares issued for cash ($0.01 per share)		18,000,000		18,000		182,000			—			—			200,000
Shares issued for cash ($0.03 per share)		7,324,080		7,324		161,708			—			—			169,032
Shares issued for cash ($0.02 per share)		2,070,000		2,070		42,498			—			—			44,568
Shares issued for board compensation ($0.01 per share)		945,000		945		9,555			—			—			10,500
Shares issued for board compensation ($0.02 per share)		495,000		495		10,505			—			—			11,000
Shares issued for board compensation ($0.03 per share)		880,020		880		21,120			—			—			22,000
Shares issued for employee services ($0.02 per share)		15,705		16		329			—			—			345
Shares issued for employee services ($0.03 per share)		501,300		501		12,032			—			—			12,533
Shares issued for services ($0.01 per share)		12,600,000		12,600		127,400			—			—			140,000
Shares issued for consulting services ($0.02 per share)		900,000		900		19,100			—			—			20,000
Shares issued for consulting services ($0.03 per share)		800,000		800		19,200			—			—			20,000
Options issued for employee services		—		—		204,816			—			—			204,816
Net loss, December 31, 2006		—		—		—			—			(693,923	)		(693,923	)

Balance, December 31, 2006		224,531,105		224,531		730,263			—			(793,923	)		160,871
Shares issued for cash ($0.03 per share)		18,606,000		18,606		522,546			—			—			541,152
Shares issued for exercise of options ($0.01/share)		8,100,000		8,100		81,900			—			—			90,000
Shares issued for board compensation ($0.03 per share)		2,457,000		2,457		75,543			—			—			78,000
Shares issued for employee services ($0.03 per share)		662,940		663		16,039			—			—			16,702
Shares issued for employee services ($0.01 per share)		2,622,420		2,622		26,516			—			—			29,138
Shares issued for consulting services ($0.03 per share)		1,032,000		1,032		33,368			—			—			34,400
Shares issued for debt ($0.03 per share)		15,300,000		15,300		154,700			—			—			170,000
In-kind contribution of interest		—		—		1,900			—			—			1,900
Options issued for website development ($0.03 per share)		—		—		102,676			—			—			102,676
Options issued for employee services		—		—		55,045			—			—			55,045
Due from Shareholder		—		—		—			(10,000	)		(10,000	)
Net Loss, December 31, 2007		—		—		—			—			(1,042,223	)		(1,042,223	)

Balance, December 31, 2007		273,311,465		273,311		1,800,496			(10,000	)		(1,836,146	)		227,661
Shares issued for cash ($0.03 per share)		11,669,220		11,669		377,301			—			—			388,970
Shares issued for interest on note ($0.03 per share)		2,160,000		2,160		69,840			—			—			72,000
Shares issued for board compensation ($0.03 per share)		2,160,000		2,160		69,840			—			—			72,000
In-kind contribution of interest		—		—		3,661			—			—			3,661
Options issued for employee services		—		—		1,294,065			—			—			1,294,065
Options issued for deferred compensation ($0.03 per share)		—		—		157,500			—			—			157,500
Receivable Collected from Shareholder		—		—		—			9,000			—			9,000
Net Loss, December 31, 2008		—		—		—			—			(2,546,334	)		(2,546,334	)

Balance, December 31, 2008		289,300,685		289,301		3,772,703			(1,000	)		(4,382,480	)		(321,477	)
Shares issued for cash ($0.02 per share)		400,000		400		9,200			—			—			9,600
Shares issued for cash ($0.03 per share)		360,000		360		11,640			—			—			12,000
Shares issued for cash ($0.04 per share)		1,342,500		1,343		52,358			—			—			53,700
Shares issued for cash ($0.05 per share)		60,000		60		2,940			—			—			3,000
Shares issued for payment of accounts payable		1,860,328		1,860		72,553			—			—			74,413
Shares issued upon loan conversion		6,931,740		6,932		294,810			—			—			301,742
Shares issued for convertible debt		2,400,000		2,400		57,600			—			—			60,000
Option expense for employee services		—		—		79,948			—			—			79,948
Shares issued for board compensation ($0.03 per share)		539,280		539		17,461			—			—			18,000
Shares issued for board compensation ($0.05 per share)		680,000		680		33,320			—			—			34,000
In-kind contribution of interest		—		—		7,986			—			—			7,986
Shares issued for employee services		3,510,000		3,510		134,370			—			—			137,880
Shares issued for Transfer Agent Services		100,000		100		4,900			—			—			5,000
Merger with Narayan-Recapitaliztion		5,882,917		5,883		(5,883	)		—			—			—
Receivable Collected from Shareholder		—		—		—			1,000			—			1,000
Net Loss, December 31, 2009		—		—		—			—			(1,387,725	)		(1,387,725	)

Balance, December 31, 2009		313,367,450	$	313,367	$	4,545,905		$	—		$	(5,770,205	)	$	(910,934	)

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

F-4

Home School Holdings, Inc.
(a development stage company)
Consolidated Statement of Cash Flows


	For the Period Ended December 31,						For the period 10/17/2005

	(Audited) 2009			(Audited) 2008 RESTATED			(inception) to 12/31/2009 RESTATED

Cash Flows Used in Operating Activities:
Net Loss	$	(1,387,725	)	$	(2,546,334	)	$	(5,770,205	)
Adjustments to reconcile net loss to net cash used in operations
Depreciation/Amortization		309,066			299,857			737,437
Commons Stock issued to pay interest expense and accrued interest		220,242			—			220,242
Debt issued to pay interest expense and accrued interest		100,000						100,000
Shares issued for payment of accounts payable		74,413						74,413
In-kind contribution of interest		7,986			3,661			13,547
Start-up expenses		—			—			100,000
Shares issued for services		142,880						415,998
Shares issued for interest		—			72,000			72,000
Stock options issued for services		79,948			1,294,065			1,633,874
Shares issued for board comp		52,000			72,000			245,500
(Increase) Decrease in:
Prepaid Expenses		182			(2,876	)		(6,120	)
Inventory		473			(473	)		—
Increase (Decrease) in:
Deferred Revenue		(375	)		(2,082	)		(2,457	)
Deposits		—			—			(2,780	)
Accrued interest		(159,166	)		172,742			13,576
Accrued payroll		272,467			65,758			516,938
Accounts Payable		57,197			62,411			188,870
Accounts Payable--Related Party		(33,982	)		39,984			6,002


Net Cash Used In Operating Activities		(264,394	)		(469,287	)		(1,443,165	)

Cash Flows From Investing Activities:
Payments for Equipment & Website Development		—			(219,750	)		(753,493	)


Net Cash Used In Investing Activities		—			(219,750	)		(753,493	)

Cash Flows From Financing Activities:
Proceeds from Sale of Stock		68,700			397,970			1,502,422
Decrease (Increase) of shareholder receivable		—			—			(1,000	)
Proceeds from Notes Payable - Stockholder		150,000			300,000			450,000
Proceeds from Convertible Note Payable - Related Party		105,000			51,499			556,500
Repayment of Notes Payable - Related Party					(21,000	)		(211,000	)
Repayment of Notes Payable		(58,399	)		(40,000	)		(98,399	)


Net Cash Provided by Financing Activities		265,301			688,469			2,198,523


Net Increase (Decrease) in Cash		907			(568	)		1,864

Cash at Beginning of Period		958			1,526			—


Cash at End of Period	$	1,865		$	958		$	1,864


Supplemental disclosure of cash flow information:

Cash paid for interest		—			—			550


Cash paid for taxes		—			—			—

Supplementary disclosure of non-cash items:

During 2007, $175,000 of loans payable were converted to common stock.
During 2008, an $80,000 note was exchanged for a website with $5,157 of deferred revenue.
          Also in 2008, $157,500 of deferred compensation was settled through the issuance of options.
During 2009, $220,242 of accrued interest for a note payable to shareholder was converted to common stock as part of loan modification agreement
          Also in 2009, $100,000 of accrued interest for a note payable to shareholder was converted to debt as part of a loan modification agreement
          Also in 2009, $74,413 of accounts payable were paid with issuance of common stock
          Also in 2009, $126,000 of deferred compensation was settled through the issuance of common stock
          Also in 2009, $16,880 of common stock was issued for other services.

The accompanying notes are integral parts of these financial statements.

F-5

Home School, Inc.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
As of December 31, 2009

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

Organization

On May 8, 2009, Home School Holdings, Inc., a Florida corporation (the “Company”, “we”, “our”, and “us”), consummated a Share Exchange Agreement with Home School, Inc. a Delaware corporation (“HSI”), that was dated as of April 29, 2009. As a result of the transactions contemplated by the Share Exchange Agreement, on May 8, 2009, we acquired 100% of the outstanding shares of capital stock of HSI and HSI became a wholly-owned subsidiary of the Company, and the Company changed its name to Home School Holdings, Inc. The Company was formerly known as Narayan Capital Corp. HSI was incorporated in the State of Delaware on October 17, 2005. HSI is engaged in e-commerce and online K-12 instruction for home educating families world-wide, and is a development stage company.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for financial information.

Activities during the development stage include developing the business plan and raising capital. We are a development stage enterprise and, as such, our continued existence is dependent upon our ability to resolve our liquidity problems, principally by obtaining additional debt or equity financing. We have yet to generate a positive internal cash flow, and until meaningful sales of our products begin, we are dependent upon debt and equity funding.

Recent Accounting Literature - FASB Accounting Standards Codification

(Accounting Standards Update (“ASU”) 2009-01)

As a result of the Company’s implementation of the Codification during the year ended December 31, 2009, previous references to new accounting standards and literature are no longer applicable. In the current year financial statements, the Company will provide reference to both new and old guidance to assist in understanding the impacts of recently adopted accounting literature, particularly for guidance adopted since the beginning of the current fiscal year but prior to the Codification.

Subsequent Events

(Included in Accounting Standards Codification (“ASC”) 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent Events”)

F-6

Determination of the Useful Life of Intangible Assets

(Included in ASC 350 “Intangibles — Goodwill and Other”, previously FSP SFAS No. 142-3 “Determination of the Useful Lives of Intangible Assets”)

Noncontrolling Interests

(Included in ASC 810 “Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51”)

Consolidation of Variable Interest Entities — Amended

(To be included in ASC 810 “Consolidation”, SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”)

Development Stage Risk

Since its inception, the Company has been dependent upon the receipt of capital investment to fund its continuing activities. In addition to the normal risks associated with a new business venture, there can be no assurance that the Company’s business plan will be successfully executed. Our ability to execute our business plan will depend on our ability to obtain additional financing and achieve a profitable level of operations. There can be no assurance that sufficient financing will be obtained. Further, we cannot give any assurance that we will generate substantial revenues or that our business operations will prove to be profitable.

F-7

In April 2009, the FASB issued FSP SFAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” (“FSP FAS 107-1 and APB 28-1”). FSP FAS 107-1 and APB 28-1 amends SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” to require disclosures about fair value of financial instruments in interim as well as in annual financial statements. FSP FAS 107-1 and APB 28-1 also amends APB Opinion No. 28, “Interim Financial Reporting,” to require those disclosures in all interim financial statements. This standard is effective for periods ending after June 15, 2009. The Company is evaluating the impact that this standard will have on the Company’s financial position and results of operations.

May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts--an interpretation of FASB Statement No. 60” (“SFAS No. 163”). SFAS No. 163 interprets Statement 60 and amends existing accounting pronouncements to clarify their application to the financial guarantee insurance contracts included within the scope of that Statement. SFAS No. 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The Company is currently evaluating the impact of SFAS No. 163 on its financial statements but does not expect it to have an effect on the Company’s financial position, results of operations or cash flows.

F-8

Cash and Cash Equivalents

For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

Use of Estimates

Revenue Recognition

(Included in Accounting Standards Codification (“ASC”) 650 “Revenue Recognition”

The Company recognizes revenue based on Account Standards Codification (“ASC”) 605 “Revenue Recognition” which contains Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements’ and No. 104, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

Product sales and shipping revenues, net of promotional discounts, rebates, and return allowances, are recorded when the products are shipped and title passes to customers. Retail sales to customers are made pursuant to a sales contract that provides for transfer of both title and risk of loss upon our delivery to the carrier. Return allowances, which reduce product revenue, are estimated using historical experience. Revenue from product sales and services rendered is recorded net of sales taxes. Amounts received in advance for subscription services, are deferred and recognized as revenue over the subscription term.

The Company recognizes advertising revenue as earned on a per-impression basis. As traffic moves through websites and pages are served, the contract amount is recognized as revenue. “Impressions” are defined as the number of times a user requests a page on our websites.

Shipping and Handling Costs

Amounts billed to customers in sales transactions related to shipping and handling represent revenues earned for the goods provided and are included in sales. Costs of shipping and handling are included in the cost of goods sold.

Equipment

Website

Website assets acquired or developed for online delivery are amortized using the straight-line method over three years. Costs incurred in the planning stage and to operate the site are expensed as incurred while costs of developing applications and infrastructure are capitalized.

Prepaid Expenses

Prepaid expenses include prepayments for insurance coverage and advertising that occurred after the balance sheet date.

Advertising Costs

Advertising costs are expensed as incurred. Total advertising costs charged to operations for the year ended December 31, 2009 and 2008 and the period October 17, 2005 (Inception) to December 31, 2009 amounted to $42,506, $90,429, and $240,223, respectively.

F-9

Inventories

Inventories are stated at lower of cost or market. Cost is determined on the first-in, first-out basis

Stock Compensation

(Included in Accounting Standards Codification (“ASC”) 718 “Compensation - Stock Compensation”

The Company adopted Accounting Standards Codification (“ASC”) 718 “Compensation – Stock Compensation” which was previously “SFAS No. 123R, Share-Based Payment (“SFAS 123R”), which requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The Company accounts for stock-based compensation arrangements with nonemployees in accordance with Accounting Standards Codification (“ASC”) 505-50 “Equity – Equity Based Payments to Non-Employees”, which includes the Emerging Issues Task Force Abstract No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods or Services. The Company records the expense of such services to employees and non employees based on the estimated fair value of the equity instrument using the Black-Scholes pricing model. The measurement date of the fair value of equity instruments issued to non-employees is the earlier of the date on which the counter-party’s performance is complete or the date on which it is probable that performance will occur.

Income Taxes

The Company accounts for income taxes based on Accounting Standards Codification (“ASC”) 740 Income Taxes which was previously Statement of Financial Accounting Standards Board Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes” (“Statement 109”). Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Fair Value of Financial Instruments

Loss Per Share

Basic loss per share is computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period as required by the Financial Accounting Standards Board (FASB) under Statement of Financial Accounting Standards (SFAS) No. 128, “Earnings per Shares”. As of December 31, 2009 and 2008, there were 5,423,341 and 70,949,520 common shares issuable upon the exercise of stock options. As of December 31, 2009, there were 9,100,822 common shares issuable upon conversion of debt and accrued interest. These shares were not included in the computation of loss per share because their inclusion is anti-dilutive.

Stock Splits

During 2006, the Company’s stockholders approved a forward stock split of ten thousand for one, in which each stockholder of record received ten thousand common shares in exchange for each share of their currently issued common stock. Subsequently, On April 4, 2008, the Company’s stockholders approved a forward stock split of one hundred eighty for one, in which each stockholder of record received one hundred eighty common shares in exchange for each share of their currently issued common stock. The financial statements have been retroactively adjusted to reflect the stock splits.

Recent Accounting Pronouncements

F-10

NOTE 2 - INCOME TAXES

We have sustained net operating losses since inception. The tax effects of significant items comprising our net deferred tax asset and the related valuation allowance as of December 31, 2009, and December 31, 2008, are as follows:


	The Year ended December 31

	2009			2008

Deferred Tax Assets
Federal	$	1,174,373		$	836,659
State	$	167,768		$	119,523

Total	$	1,342,141		$	956,182
Valuation Allowance	$	(1,342,141	)	$	(956,182	)

Due to our operating loss and lack of operating experience, a valuation allowance was provided for our net deferred tax assets at December 31, 2009, and December 31, 2008.


The reconciliation of federal statutory income tax rate to our effective income tax rate is as follows:	The Year ended December 31

Rate Reconciliation	2009			2008

Expected expense / (benefit) at Federal Statutory Rate		(35)	%		(35)	%
State tax benefit, net of Federal Benefit		(5)	%		(5)	%
Stock based compensation		20	%		20	%
Valuation allowance		20	%		20	%

Expected tax rate		0	%		0	%

As of December 31, 2009, the Company has a net operating loss carry forward of $4,473,801 available to offset future taxable income through 2029. The valuation allowance at December 31, 2009 was $1,340,640. The increase in the valuation for the year was $384,458. As of December 31, 2008, the Company has a net operating loss carry forward of $3,275,956 available to offset future taxable income through 2028. The valuation allowance at December 31, 2008 was $956,182. The increase in the valuation allowance for the year ended December 31, 2008 was $449,139.

Deferred Tax Assets

Deferred income taxes reflect the net effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities are as follows:


	The Year ended December 31

	2009			2008

Deferred Tax Assets
Net Operating Losses	$	1,206,790		$	877,795
Depreciation	$	78,387		$	78,387
Deferred Compensation	$	56,964		$	0

Total Deferred Tax Assets	$	1,342,141		$	956,182
Net Tax Assets	$	(1,342,141	)	$	(956,182	)

Our 2005 to 2009 tax years remain subject to examination by the IRS for Federal tax purposes.

F-11

NOTE 3 - STOCKHOLDERS’ EQUITY

(A) Common Stock Issued for Cash

During 2009, the Company issued 360,000 shares of common stock for cash of $9,600. ($0.02 per share)

During 2009, the Company issued 360,000 shares of common stock for cash of $12,000. ($0.03 per share)

During 2009, the Company issued 1,342,500 shares of common stock for cash of $53,700. ($0.04 per share)

During 2009, the Company issued 60,000 shares of common stock for cash of $3,000. ($0.05 per share)

During the month of September 2009, the Company issued 1,860,328 shares of common stock for the payment of corporate expenses with a fair market value of $74,413 ($0.04 per share)

During 2008, the Company issued 11,669,220 shares of common stock for cash of $388,970. ($0.03 per share)

(B) Stock Issued for Services

During the month of September 2009, the Company issued 3,150,000 shares of common stock for employee services with a fair market value of $126,000 ($0.04 per share)

During the month of March 2009, the Company issued 360,000 shares of common stock for employee services with a fair market value of $11,880 ($0.03 per share)

During the months of May – December 2009, the Company issued 314,820 shares of common stock for board compensation with a fair market value of $13,500 ($0.05 per share)

During the months of January – April 2009, the Company issued 404,460 shares of common stock for board compensation with a fair market value of $18,000 ($0.03 per share)

During the month of May 2009, the company issued 100,000 shares of common stock with a fair market value of $5,000 for services.

During all of 2008, the Company issued 2,160,000 shares of common stock for board compensation with a fair market value of $72,000 ($0.03 per share)

During all of 2008, the Company issued 2,160,000 shares of common stock for the interest expense on a note payable relating to the purchase of Home School Reviews in the amount of $72,000 ($0.03 per share)

(D) Stock Issued for Debt

On June 5, 2009 the Company issued 2,400,000 shares of common stock in consideration for notes payable of $60,000 ($.025 per share).

On September 30, 2009 the Company issued 4,894,265 shares of common stock in consideration for related party notes payable of $220,242 ($.045 per share).

On September 30, 2009 the Company issued 2,037,475 shares of common stock in consideration for related party notes payable of $81,499 ($.04 per share).

(E) Stock Issued in Share Exchange

On May 8, 2009 the Company issued 5,882,917 shares of common stock in consideration as part of the share exchange agreement between the Company and HSI (see Note 1)

F-12

(F) Stock Options Issued for Services

The Company has issued options of the Company having a variety of exercise prices generally equal to the share price at the time of issuance; in 2008, however, certain options were granted with exercise prices less than the share price at the time of issuance. The options vest immediately. During the years ended December 31, 2009 and 2008, and the period October 17, 2005 (Inception) to December 31, 2009 the Company recorded compensation expense at of $79,948, $1,663,874 and $1,635,592, respectively, with an offsetting credit to additional paid-in capital. The Company has valued these options at their fair value using the Black-Scholes option pricing method. The assumptions used were as follows:


Options Issued 2008
Expected life			1-2.5 years
Expected volatility			100%
Risk free interest rate			0.37% - 3.11%
Expected dividends			0%
Weighted average grant date fair value			$0.02


Options Issued 2009
Expected life			1-2.5 years
Expected volatility			100%
Risk free interest rate			0.27% - 0.72%
Expected dividends			0%
Weighted average grant date fair value			$0.04

The assumptions were arrived at in the following manner: Expected life is simply the actual time until expiration. Expected volatility was selected by first deriving a simple average implied volatility from a portfolio of small public educational product and service companies and then multiplying this result by 1.5 to recognize the Company’s earlier stage of development. The risk free rate was sourced from the US Treasury’s website, and dividends are not being paid.

The following tables summarize all stock option grants to employees and consultants as of December 31, 2009, and the related changes during this period are presented below.

Of the total options granted, all 4,251,047, are fully vested, exercisable and non-forfeitable.

The total grant date fair value of stock options granted during 2009, 2008 and the period October 17, 2005 to December 31, 2009 was $175,418, $1,451,565, and $1,989,520. Included in these amounts are $102,676 of options capitalized in the website in 2007.


	Number of Options		Weighted Average Exercise Price

Balance at December 31, 2008		70,949,520	$	0.03

Granted		4,251,047	$	0.04

Exercised		0	$	0.00

Expired or Forfeited		70,949,520	$	0.03

Balance at December 31, 2009		4,251,047	$	0.04

Options exercisable at December 31, 2009		4,251,047	$	0.04


Weighted average fair value of options granted during 2009	$	0.041	$	0.041
Intrinsic value of options exercised during 2008	$	0	$	0
Aggregate intrinsic value of options at December 31, 2009	$	0	$	0
Total fair value of options vested during 2009	$	175,418	$	175,418

F-13


December 31, 2009 Options Outstanding								Options Exercisable

Range of Exercise Price		Number Outstanding at December 31, 2009		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Number Exercisable at December 31, 2009		Weighted Average Exercise Price

$	0.03		2,184,375		1.00	$	0.04		2,184,375	$	0.04
$	0.05		2,066,672		1.00	$	0.04		2,066,672	$	0.04

NOTE 4 - CONVERTIBLE NOTES PAYABLE – STOCKHOLDER

On April 27, 2009, the Company entered into short-term lending arrangements with its shareholders Mr. and Mrs. North. The loan provides $50,000 for two months. The loan pays 5% per month and provides for convertibility at $0.05 per share.

On September 30, 2009, the Company entered into a loan modification agreement with Mike North and Bebe North to restructure the existing convertible notes payable held by Mr. and Mrs. North which had an outstanding value of $670,242 as of September 30, 2009. The first note dated January 16, 2008 had a face value of $300,000 and accrued interest in the amount of $307,742, as of September 30, 2009. The second note dated April 27, 2009 had a face value of $50,000 and accrued interest in the amount of $12,500, as of September 30, 2009. The terms of the existing notes were collectively modified to provide a single set of terms as set forth in the Loan Modification Agreement. The new principal loan amount shall be $450,000 at an interest rate of 4% per year with a maturity date of January, 1 2010. At any time prior to the maturity date, the outstanding principal amount of the loan is convertible into shares of Common Stock at a conversion price of $0.05 per share. At any time prior to the maturity date, all of the outstanding accrued interest shall be converted into restricted shares of Common Stock at a conversion price of $0.045 per share. Accrued interest in the amount of $220,242 from the original notes has been converted into 4,894,265 shares of common stock at a conversion price of $0.045 per share.

NOTE 5 - NOTES PAYABLE

A note payable issued in 2008 as part of the asset purchase of homeschoolreviews.com had an initial principal amount of $80,000 and an outstanding balance of $40,000 as of December 31, 2008. During 2009 the outstanding balance of $40,000 on this note was paid in full thus completely satisfying the indebtedness and permanently transferring control of the URL.

On January 15, 2009, the Economic Development Council of the City of Ames, Iowa entered into a short term loan arrangement with the Company for $50,000 as part of the negotiation of the Company’s relocation incentive. These funds are provided at 0% interest and are due on demand. Interest at the rate of 6% per year is being imputed on this loan.

NOTE 6 - DEBENTURE

On July 17, 2009 the Company signed a debenture with Tangiers Captial LLC. The debenture has a principal amount of $15,000, an interest rate of 7% per annum and a maturity date of January 16, 2010.

NOTE 7 - RELATED PARTY TRANSACTIONS

During January 2009, the Company entered into short-term lending arrangements with two existing shareholders. Each of the loans provides $50,000 for six months. One loan’s interest is paid in cash with an APR of 18%; this debt is unconvertible. The other pays an APR of 10% and provides for convertibility at $0.033 per share.

During January 2009, the Company entered into a short-term lending arrangement with an existing shareholder. The loan provides $30,000 with interest imputed at of 6% per year. This debt is unconvertible.

F-14

During the months of January to September, 2009, the Company’s three principal stockholders loaned an additional $81,499 to the Company in exchange for a note payable. These notes are unsecured, due on demand. The balance outstanding at September 30, 2009 was $181,971. These 3 notes were converted on September 30, 2009 for 2,037,475 shares of common stock at $0.04 per share.

On September 30, 2009, Thomas Morrow, CEO converted deferred payroll of $126,000 into 3,150,000 shares of Common Stock at a conversion price of $0.04

On September 30, 2009, Thomas Morrow, CEO paid $74,413 of corporate expenses for 1,860,328 shares of Common Stock.

NOTE 8 - COMMITMENTS

During 2008 the Company signed an agreement with MA Kelly & Co., owner of thehomeschoolmom.com, to sponsor the site for $2,200 per month for a period of up to five years. The agreement is cancellable annually at the Company’s discretion and provides for preferential advertising treatment for the Company. It also provides for exclusive advertising of the Company’s products. This agreement was cancelled in April 2009.

NOTE 9 - GOING CONCERN

Our financial statements have been prepared on the basis of accounting principles applicable to a going concern. As a result, they do not include adjustments that would be necessary if we were unable to continue as a going concern and would therefore be obligated to realize assets and discharge our liabilities other than in the normal course of operations. As reflected in the accompanying financial statements, the Company is in the development stage with limited revenues, has used cash flows in operations of $1,431,065 from inception of October 17, 2005 to December 31, 2009 and has an accumulated deficit of $5,751,205 through December 31, 2009. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financing plan is to market the registered shares through a share purchase agreement and then to replace our CEO’s shares with unregistered shares so that his share ownership figure remains the same, while the Company gets the funding it needs. The Company currently has such a share purchase agreement in place to carry out this financing plan.

Since its inception, the Company has been funded by its founders, Board members, employees and persons related to or acquainted with these. It has operated through liquidity challenges in the past by virtue of employee wage deferrals and short-term loans from principals until additional private equity could be sourced. Employees have historically been willing and able to sustain these deferrals as a result of modest personal means and/or with the support of employed spouses. When all wages and salaries are deferred, the Company operates on less than $5,000 per month. At current levels of activity, when all wages are paid, the Company requires $40,000 per month. These modest requirements and the continuing availability of small amounts of private equity from principals, their friends, families and acquaintances, lead the Company to believe it can sustain operations at their current level for the next year.

NOTE 10 - SUBSEQUENT EVENTS

During the period of January 1, 2010 to March 11, 2010, the Company issued 180,000 shares of common stock for board compensation and services with a fair market value of $8,820.

During the period of January 1, 2010 to March 11, 2010, the Company sold 508,412 shares of common stock for cash of $20,336. ($0.04 per share)

F-15

We evaluated subsequent events through the date our financial statements were issued on March 11, 2010.

NOTE 11 - LEASED SPACE

The Company conducts much of its operations from 1,900 square feet of leased office space held under a five year noncancelable operating lease expiring December 31, 2013. The Company is unlikely to renew this lease on expiration.

The following schedule of future rental payments required under the lease as of December 31, 2008:


Year Ending December 31,	Amount

2010	$	38,426
2011	$	39,579
2012	$	40,766
2013	$	41,989

Total:	$	160,760

Total rent expense for the periods ended December 31, 2009 and 2008 was $30,160 and $37,016 respectively.

NOTE 12 - RESTATEMENT

On December 15, 2009, while preparing our responses to certain comments raised by the Securities and Exchange Commission pertaining to our pending Registration Statement on Form S-1, we identified errors in the preparation of our financial statements in the recording interest expense and accrued interest. It was determined that a restatement of our financial statements for the year ended December 31, 2008 was necessary to correct these errors in the previously issued financial statements. Corrections to the financial statements have been made as follows:

Accrued Interest- Convertible Note Stockholder and Interest Expense as of December 31, 2008 have each been reduced by $53,187 to correct errors in the original calculation and recording of interest expense on the Convertible Notes Payable – Stockholder.

The effect of these restatements on the Company’s previously issued financial statements dated December 31, 2008 is detailed below:

F-16

Home School, Inc.
(a development stage company)
BALANCE SHEET


	Audited December 31, 2008			December 31, 2008			Audited December 31, 2008

	Previously Reported			Adjustment			RESTATED

ASSETS

Current Assets
Cash	$	958		$	—		$	958
Inventory		473			—			473
Shareholder Receivable		1,000			—			1,000
Prepaid Expenses		6,302			—			6,302

TOTAL CURRENT ASSETS		8,733			—			8,733

Equipment, net of accumulated depreciation of $3,742		5,646			—			5,646
Website, net of accumulated amortization of $424,629		507,309			—			507,309

Other Assets
Deposits		2,780			—			2,780

TOTAL ASSETS	$	524,468		$	—		$	524,468


LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

CURRENT LIABILITIES

Accounts Payable	$	131,673		$	—		$	131,673
Accounts Payable--Related Party		39,984			—			39,984
Accrued Payroll		86,972			—			86,972
Accrued Interest--Convertible Note Stockholder		225,929			(53,187	)		172,742
Deferred Revenue		375			—			375
Prepaid Advertising		2,700			—			2,700
Note Payable		40,000			—			40,000
Convertible Notes Payable—Stockholder		300,000			—			300,000
Loans Payable - Related Party		70,499			—			70,499

TOTAL CURRENT LIABILITIES		898,132			(53,187	)		844,945


STOCKHOLDERS’ EQUITY / (DEFICIT)

Common Stock - Par value $0.001; Authorized: 500,000,000 Issued and Outstanding: 289,300,685		289,300			—			289,301
Additional Paid-In Capital		3,772,703			—			3,772,702
Deficit accumulated during development stage		(4,435,667	)		53,187			(4,382,480	)

Total Stockholders’ Equity / (Deficit)		(373,664	)		53,187			(320,477	)


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY / (DEFICIT)	$	524,468		$	—		$	524,468

F-17

Home School, Inc.
(a development stage company)
STATEMENT OF OPERATIONS


	For the Year Ended December 31, 2008

	(Audited) Previously Reported			Adjustment		(Audited) RESTATED

Revenue - Product Sales, net	$	58,793		$	—	$	58,793
Revenue - Advertising		13,971			—		13,971

Total Revenue		72,764			—		72,764

Cost of Revenue - Product Sales		40,930			—		40,930
Cost of Revenue - Advertising		—			—		—

Total Cost of Revenue		40,930			—		40,930

Gross Profit		31,834			—		31,834

Professional Fees		91,926			—		91,926
Board Compensation		744,848			—		744,848
Development Expenses		—			—		—
Depreciation and Amortization		299,857			—		299,857
Marketing		90,429			—		90,429
Employee Compensation		983,205			—		983,205
General and Administrative		119,103			—		119,103


Total Operating Expenses		2,329,368			—		2,329,368


Loss from Operations		(2,297,534	)		—		(2,297,534	)

Extinguishment of Debt
Interest Income		153			—		153
Interest Expense		(302,140	)		53,187		(248,953	)


Total Other Income/Expense		(301,987	)		53,187		(248,800	)

Provision for Income Taxes		—			—		—


Net Loss	$	(2,599,521	)	$	53,187	$	(2,546,334	)


Net Loss Per Share - basic and diluted		**					**


Weighted average number of shares outstanding during the period - basic and diluted		282,695,125					282,695,125

** Less than $0.01

F-18

Home School, Inc.
(a development stage company)
STATEMENTS OF CASH FLOWS


	For the Year Ended December 31, 2008

	(Audited) As Previously Reported			Adjustment			(Audited) RESTATED

Cash Flows Used in Operating Activities:
Net Loss	$	(2,599,521	)	$	(53,187	)	$	(2,546,334	)
Adjustments to reconcile net loss to net cash used in operations
Depreciation/Amortization		299,857			—			299,857
Extinguishment of Debt		—			—			—
In-kind contribution of interest		3,661			—			3,661
Start-up expenses		—			—			—
Shares issued for services		—			—			—
Shares issued for interest		72,000			—			72,000
Stock options issued for services		1,294,065			—			1,294,065
Shares issued for board comp		72,000			—			72,000
(Increase) Decrease in:
Prepaid Expenses		(2,876	)		—			(2,876	)
Inventory		(473	)		—			(473	)
Deferred Revenue		(2,082	)		—			(2,082	)
Deposits		—			—			—
Accrued interest		225,929			53,187			172,742
Accrued payroll		65,758			—			65,758
Accounts Payable		62,411			—			62,411
Accounts Payable--Related Party		39,984			—			39,984


Net Cash Used In Operating Activities		(469,287	)		—			(469,287	)

Cash Flows From Investing Activities:
Payments for Equipment & Website Development		(219,750	)		—			(219,750	)


Net Cash Used In Investing Activities		(219,750	)		—			(219,750	)

Cash Flows From Financing Activities:
Proceeds from Sale of Stock		397,970			—			397,970
Proceeds from Notes Payable - Stockholder		300,000			—			300,000
Proceeds from Convertible Note Payable - Related Party		51,499			—			51,499
Repayment of Notes Payable - Related Party		(21,000	)		—			(21,000	)
Repayment of Notes Payable		(40,000	)		—			(40,000	)


Net Cash Provided by Financing Activities		688,469			—			688,469


Net Increase (Decrease) in Cash		(568	)		—			(568	)

Cash at Beginning of Period		1,526			—			1,526


Cash at End of Period	$	958		$	—		$	958


Supplemental disclosure of cash flow information:

Cash paid for interest		550			—			550


Cash paid for taxes		—			—			—

F-19

Home School Holdings, Inc.

(a development stage company)

Consolidated Balance Sheet


	(Unaudited) March 31, 2010			(Audited) December 31, 2009
ASSETS

Current Assets
Cash and cash equivalents	$	448		$	1,864
Prepaid Expenses		4,041			4,948
TOTAL CURRENT ASSETS		4,489			6,812

Equipment, net of accumulated depreciation of $5,641 and $5,261 respectively		3,747			4,127
Website, net of accumulated amortization of $797,122 and 732,177 respectively		174,817			239,762

Other Assets
Deposits		2,780			2,780

TOTAL ASSETS	$	185,833		$	253,481

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities
Accounts Payable	$	177,416		$	188,870
Accounts Payable--Related Party		3,695			6,002
Accrued Payroll		486,599			359,439
Accrued Interest--Convertible Note Stockholder		69,791			13,576
Prepaid Advertising		-			1,528
Note Payable		145,000			145,000
Convertible Notes Payable--Stockholder		450,000			450,000
TOTAL CURRENT LIABILITES		1,332,502			1,164,415

Stockholders' deficit
Common Stock - Par value $0.001;
Authorized: 500,000,000
Issued and Outstanding: 314,270,862 and 313,367,450 in March 31, 2010 and December 31, 2009, respectively.		314,271			313,367
Additional paid-in capital		4,593,707			4,545,903
Deficit accumulated during development stage		(6,054,646	)		(5,770,205	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(1,146,669	)		(910,934	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	185,833		$	253,481

The accompanying notes are integral parts of these financial statements.

F-20

Home School Holdings, Inc.

(a development stage company)

Consolidated Statement of Operations

(Unaudited)


	For the Three Months Ended March 31						For the period October 17, 2005 (inception) to March 31,
	2010			2009			2010
Revenue - Product Sales, net	$	823		$	6,275		$	114,453
Revenue - Advertising		8,849			5,148			48,999
Total Revenue		9,672			11,423			163,452

Cost of Revenue - Product Sales		201			6,387			86,010
Total Cost of Revenue		201			6,387			86,010

Gross Profit		9,471			5,036			77,442

Operating Expense:

Professional Fees		5,246			48,567			573,730
Board Compensation		13,500			13,500			931,848
Development Expenses		-			-			67,656
Depreciation and Amortization		65,325			82,257			802,762
Marketing		2,460			24,861			242,683
Employee Compensation		139,038			165,725			2,632,295
General and Administrative		12,071			17,088			403,318
Total Operating Expense:		237,640			351,998			5,654,292

Income (Loss) From Operations		(228,169	)		(346,962	)		(5,576,849	)

Other Income (Expense)
Interest Income		-			-			282
Interest Expense		(56,271	)		(50,000	)		(478,078	)
Total Other income (Expense)		(56,271	)		(50,000	)		(477,796	)

Provision for income taxes		-			-			-

Net Loss		(284,440	)		(396,962	)		(6,054,646	)

Net Loss Per Share Basic and Diluted		**			**


Weighted average number of shares outstanding during the period – basic and diluted		313,822,832			289,907,999

** Less than $0.01

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

F-21

Home School Holdings, Inc.

(a development stage company)

Consolidated Statement of Cash Flows

(Unaudited)


	For the Period Ended March 31,						For the period October 17, 2005 (inception) to March 31,
	2010			2009			2010
Cash Flows Used in Operating Activities:
Net Loss	$	(284,440)		$	(396,962	)	$	(6,054,646	)
Adjustments to reconcile net loss to net cash used in operations
Depreciation/Amortization		65,325			82,257			802,762
Commons Stock issued to pay interest expense and accrued interest		-			-			220,242
Debt issued to pay interest expense and accrued interest		-			-			100,000
Shares issued for payment of accounts payable		-			-			74,413
In-kind contribution of interest		-			-			13,547
Start-up expenses		-			-			100,000
Shares issued for services		-			11,880			415,998
Shares issued for interest		-			-			72,000
Stock options issued for services		8,619			52,011			1,642,493
Shares issued for board comp		13,500			13,500			259,000
(Increase) Decrease in:
Prepaid Expenses		(621	)		(2,205	)		(6,741	)
Increase (Decrease) in:
Deferred Revenue		-			-			(2,457	)
Deposits		-			-			(2,780	)
Accrued interest		56,215			47,515			69,791
Accrued payroll		127,160			59,730			644,098
Accounts Payable		(11,454	)		(8,891	)		177,416
Accounts Payable--Related Party		(2,307	)		34,368			3,695

Net Cash Used In Operating Activities		(28,002	)		(106,797	)		(1,471,168	)

Cash Flows From Investing Activities:
Payments for Equipment & Website Development		-			-			(753,493	)

Net Cash Used In Investing Activities		-			-			(753,493	)

Cash Flows From Financing Activities:
Proceeds from Sale of Stock		26,586			-			1,529,008
Decrease (Increase) of shareholder receivable		-			-			(1,000	)
Proceeds from Notes Payable - Stockholder		-			111,472			450,000
Proceeds from Convertible Note Payable - Related Party		-			-			556,500
Repayment of Notes Payable - Related Party		-			-			(211,000	)
Repayment of Notes Payable		-			-			(98,399	)

Net Cash Provided by Financing Activities		26,586			111,472			2,225,109

Net Increase (Decrease) in Cash		(1,416	)		4,674			448

Cash at Beginning of Period		1,864			958			-

Cash at End of Period	$	448		$	5,632		$	448

Supplemental disclosure of cash flow information:

Cash paid for interest		-			-			550

Cash paid for taxes		-			-			-

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

F-22

Home School, Inc.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

As of March 31, 2010

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

Organization

Basis of Presentation

Recent Accounting Literature - FASB Accounting Standards Codification

(Accounting Standards Update (“ASU”) 2009-01)

Subsequent Events

(Included in Accounting Standards Codification (“ASC”) 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent Events”)

F-23

Home School, Inc.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

As of March 31, 2010

Determination of the Useful Life of Intangible Assets

(Included in ASC 350 “Intangibles — Goodwill and Other”, previously FSP SFAS No. 142-3 “Determination of the Useful Lives of Intangible Assets”)

Noncontrolling Interests

(Included in ASC 810 “Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51”)

Consolidation of Variable Interest Entities — Amended

(To be included in ASC 810 “Consolidation”, SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”)

Development Stage Risk

F-24

Home School, Inc.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

As of March 31, 2010

In April 2009, the FASB issued FSP SFAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” (“FSP FAS 107-1 and APB 28-1”). FSP FAS 107-1 and APB 28-1 amends SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” to require disclosures about fair value of financial instruments in interim as well as in annual financial statements. FSP FAS 107-1 and APB 28-1 also amends APB Opinion No. 28, “Interim Financial Reporting,” to require those disclosures in all interim financial statements. This standard is effective for periods ending after June 15, 2009. The Company is evaluating the impact that this standard will have on the Company’s financial position and results of operations.

May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts--an interpretation of FASB Statement No. 60" ("SFAS No. 163"). SFAS No. 163 interprets Statement 60 and amends existing accounting pronouncements to clarify their application to the financial guarantee insurance contracts included within the scope of that Statement. SFAS No. 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The Company is currently evaluating the impact of SFAS No. 163 on its financial statements but does not expect it to have an effect on the Company's financial position, results of operations or cash flows.

F-25

Home School, Inc.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

As of March 31, 2010

Cash and Cash Equivalents

For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

Use of Estimates

Revenue Recognition

(Included in Accounting Standards Codification (“ASC”) 650 “Revenue Recognition”

Shipping and Handling Costs

Equipment

Website

Prepaid Expenses

Prepaid expenses include prepayments for insurance coverage and advertising that occurred after the balance sheet date.

F-26

Home School, Inc.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

As of March 31, 2010

Advertising Costs

Advertising costs are expensed as incurred. Total advertising costs charged to operations for the period ended March 31, 2010 and 2009 and the period October 17, 2005 (Inception) to March 31, 2010 amounted to $2,460, $24,861, and $242,683, respectively.

Inventories

Inventories are stated at lower of cost or market. Cost is determined on the first-in, first-out basis

Stock Compensation

(Included in Accounting Standards Codification (“ASC”) 718 “Compensation - Stock Compensation”

Income Taxes

Fair Value of Financial Instruments

Loss Per Share

Basic loss per share is computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period as required by the Financial Accounting Standards Board (FASB) under Statement of Financial Accounting Standards (SFAS) No. 128, “Earnings per Shares”. As of March 31, 2010 and December 31, 2009, there were 4,767,714 and 5,423,341 common shares issuable upon the exercise of stock options. As of March 31, 2010, there were 9,100,822 common shares issuable upon conversion of debt and accrued interest. These shares were not included in the computation of loss per share because their inclusion is anti-dilutive.

F-27

Home School, Inc.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

As of March 31, 2010

Stock Splits

Recent Accounting Pronouncements

NOTE 2 - INCOME TAXES


	The Year ended December 31
	2009			2008
Deferred Tax Assets
Federal	$	1,174,373		$	836,659
State	$	167,768		$	119,523
Total	$	1,342,141		$	956,182
Valuation Allowance	$	(1,342,141	)	$	(956,182	)

Due to our operating loss and lack of operating experience, a valuation allowance was provided for our net deferred tax assets at December 31, 2009, and December 31, 2008.

The reconciliation of federal statutory income tax rate to our effective income tax rate is as follows:


	The Year ended December 31
Rate Reconciliation	2009	2008
Expected expense / (benefit) at Federal Statutory Rate	(35)%	(35)%
State tax benefit, net of Federal Benefit	(5)%	(5)%
Stock based compensation	20%	20%
Valuation allowance	20%	20%
Expected tax rate	0%	0%

F-28

Home School, Inc.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

As of March 31, 2010

Deferred Tax Assets


	The Year ended December 31
	2009			2008
Deferred Tax Assets
Net Operating Losses	$	1,206,790		$	877,795
Depreciation		$78,387		$	78,387
Deferred Compensation		$56,964		$	0
Total Deferred Tax Assets	$	1,342,141		$	956,182
Net Tax Assets	$	(1,342,141	)	$	(956,182	)

Our 2005 to 2009 tax years remain subject to examination by the IRS for Federal tax purposes.

NOTE 3 - STOCKHOLDERS’ EQUITY

(A) Common Stock Issued for Cash

During 2010, the Company issued 633,412 shares of common stock for cash of $26,586. ($0.04 per share)

During 2009, the Company issued 360,000 shares of common stock for cash of $9,600. ($0.02 per share)

During 2009, the Company issued 360,000 shares of common stock for cash of $12,000. ($0.03 per share)

During 2009, the Company issued 1,342,500 shares of common stock for cash of $53,700. ($0.04 per share)

During 2009, the Company issued 60,000 shares of common stock for cash of $3,000. ($0.05 per share)

During the month of September 2009, the Company issued 1,860,328 shares of common stock for the payment of corporate expenses with a fair market value of $74,413 ($0.04 per share)

During 2008, the Company issued 11,669,220 shares of common stock for cash of $388,970. ($0.03 per share)

(B) Stock Issued for Services

During the months of January – March 2010, the Company issued 270,000 shares of common stock for board compensation with a fair market value of $13,500 ($0.05 per share)

During the month of September 2009, the Company issued 3,150,000 shares of common stock for employee services with a fair market value of $126,000 ($0.04 per share)

During the month of March 2009, the Company issued 360,000 shares of common stock for employee services with a fair market value of $11,880 ($0.03 per share)

During the months of May – December 2009, the Company issued 314,820 shares of common stock for board compensation with a fair market value of $13,500 ($0.05 per share)

During the months of January – April 2009, the Company issued 404,460 shares of common stock for board compensation with a fair market value of $18,000 ($0.03 per share)

F-29

Home School, Inc.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

As of March 31, 2010

During the month of May 2009, the company issued 100,000 shares of common stock with a fair market value of $5,000 for services.

During all of 2008, the Company issued 2,160,000 shares of common stock for board compensation with a fair market value of $72,000 ($0.03 per share)

(D) Stock Issued for Debt

On June 5, 2009 the Company issued 2,400,000 shares of common stock in consideration for notes payable of $60,000 ($.025 per share).

On September 30, 2009 the Company issued 4,894,265 shares of common stock in consideration for related party notes payable of $220,242 ($.045 per share).

On September 30, 2009 the Company issued 2,037,475 shares of common stock in consideration for related party notes payable of $81,499 ($.04 per share).

(E) Stock Issued in Share Exchange

On May 8, 2009 the Company issued 5,882,917 shares of common stock in consideration as part of the share exchange agreement between the Company and HSI (see Note 1)

(F) Stock Options Issued for Services

Options Issued 2008


Expected life	1-2.5 years
Expected volatility	100%
Risk free interest rate	0.37% - 3.11%
Expected dividends	0%
Weighted average grant date fair value	$0.02

Options Issued 2009


Expected life	1-2.5 years
Expected volatility	100%
Risk free interest rate	0.27% - 0.72%
Expected dividends	0%
Weighted average grant date fair value	$0.04

F-30

Home School, Inc.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

As of March 31, 2010

The following tables summarize all stock option grants to employees and consultants as of December 31, 2009, and the related changes during this period are presented below.

Of the total options granted, all 4,251,047, are fully vested, exercisable and non-forfeitable.


	Number of Options		Weighted Average Exercise Price
Balance at December 31, 2008		70,949,520	$	0.03
Granted		4,251,047	$	0.04
Exercised		0	$	0.00
Expired or Forfeited		70,949,520	$	0.03
Balance at December 31, 2009		4,251,047	$	0.04
Options exercisable at December 31, 2009		4,251,047	$	0.04

Weighted average fair value of options granted during 2009	$	0.041	$	0.041
Intrinsic value of options exercised during 2008	$	0	$	0
Aggregate intrinsic value of options at December 31, 2009	$	0	$	0
Total fair value of options vested during 2009	$	175,418	$	175,418


December 31, 2009 Options Outstanding				Options Exercisable
Range of Exercise Price	Number Outstanding at December 31, 2009	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Number Exercisable at December 31, 2009	Weighted Average Exercise Price
$0.03	2,184,375	1.00	$0.04	2,184,375	$0.04
$0.05	2,066,672	1.00	$0.04	2,066,672	$0.04

NOTE 4 - CONVERTIBLE NOTES PAYABLE - STOCKHOLDER

F-31

Home School, Inc.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

As of March 31, 2010

NOTE 5 - NOTES PAYABLE

NOTE 6 - DEBENTURE

On July 17, 2009 the Company signed a debenture with Tangiers Captial LLC. The debenture has a principal amount of $15,000, an interest rate of 7% per annum and a maturity date of January 16, 2010.

NOTE 7 - RELATED PARTY TRANSACTIONS

On September 30, 2009, Thomas Morrow, CEO converted deferred payroll of $126,000 into 3,150,000 shares of Common Stock at a conversion price of $0.04

On September 30, 2009, Thomas Morrow, CEO paid $74,413 of corporate expenses for 1,860,328 shares of Common Stock.

NOTE 8 - GOING CONCERN

Our financial statements have been prepared on the basis of accounting principles applicable to a going concern. As a result, they do not include adjustments that would be necessary if we were unable to continue as a going concern and would therefore be obligated to realize assets and discharge our liabilities other than in the normal course of operations. As reflected in the accompanying financial statements, the Company is in the development stage with limited revenues, has used cash flows in operations of $1,431,065 from inception of October 17, 2005 to December 31, 2009 and has an accumulated deficit of $5,751,205 through December 31, 2009. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financing plan is to market the registered shares through a share purchase agreement and then to replace our CEO’s shares with unregistered shares so that his share ownership figure remains the same, while the Company gets the funding it needs. The Company currently has such a share purchase agreement in place to carry out this financing plan.

F-32

Home School, Inc.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

As of March 31, 2010

NOTE 9 - SUBSEQUENT EVENTS

During the period of April 1, 2010 to May 24, 2010, the Company issued 90,000 shares of common stock for board compensation and services with a fair market value of $4,500.

During the period of April 1, 2010 to May 24, 2010, a short term loan to the Company from a related party in the amount of $8,500 was made to provide additional working capital.

We evaluated subsequent events through the date our financial statements were issued on May 24, 2010.

NOTE 10 - LEASED SPACE

The following schedule of future rental payments required under the lease as of December 31, 2008:


Year Ending December 31,	Amount
2010	$	38,426
2011	$	39,579
2012	$	40,766
2013	$	41,989
Total:	$	160,760

Total rent expense for the periods ended December 31, 2009 and 2008 was $30,160 and $37,016 respectively.

F-33

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The estimated expenses of this offering in connection with the issuance and distribution of the securities being registered, all of which are to be paid by the Registrant, are as follows:



Registration Fee	$	500
Legal Fees and Expenses	$	82,000
Accounting Fees and Expenses	$	12,500
Printing		0
Miscellaneous Expenses		0

Total	$	95,000

Item 14. Indemnification of Directors and Officers

Our directors and officers are indemnified as provided by the Florida Business Corporation Act, our Articles of Incorporation and our Bylaws.

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court's decision.

Our certificate of incorporation limits the liability of our directors and officers to the maximum extent permitted by Florida law. Florida law provides that directors of a corporation will not be personally liable for monetary damages to the corporation or any other person for any statement, vote, or failure to act regarding corporate management or policy by a director unless: (a) the director breached or failed to perform his or her duties as a director; and (b) the director’s breach of, or failure to perform those duties constitutes: 1) a violation of criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; 2) a transaction from which the director derived an improper personal benefit, either directly or indirectly; 3) a circumstance under which the liability provisions of section 607.0834 are applicable; 4) a conscious disregard for the best interest of the corporation, or willful misconduct; or 5) recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety or property.

The effect of the foregoing is to require us to indemnify our officers and directors for any claim arising against such persons in their official capacities if such person acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. We also maintain officers’ and directors’ liability insurance coverage.

Insofar as indemnification for liabilities may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and is, therefore, unenforceable.

Item 15. Recent Sales of Unregistered Securities

During the past five years the Company has had the following unregistered sales of its securities:

II-1

2010

During the period of January 1, 2010 to March 31, 2010, the company issued 633,412 shares of common stock to four private investors for cash of $26,586 ($0.04 per share). One of these three investors was accredited and three of these investors were sophisticated. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933.

During the months of January to April, 2010, the company issued 360,000 shares of common stock for board compensation with a fair market value of $18,000. These shares were issued to the members of the Board. All members of the Board are accredited investors.

2009

During the quarter ended December 31, 2009, we issued 270,000 shares of common stock for board compensation with a fair market value of $13,500 ($0.05 per share). The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. All members of the Board are accredited investors.

During the month of December 2009, the company issued 60,000 shares of common stock to a sophisticated private investor for cash of $3,000 ($0.05 per share). The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933.

During 2009, the company issued 360,000 shares of common stock to a sophisticated private investor for cash of $9,600 ($0.02 per share). The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933.

During the month of November 2009, the company issued 75,000 shares of common stock to private investors for cash of $3,000 ($0.04 per share). One of these three investors was accredited and two of these investors were sophisticated. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933.

During the quarter ended September 30, 2009, we issued 230,000 shares of common stock for board compensation with a fair market value of $11,500. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. All members of the Board are accredited investors.

During the quarter ended June 30, 2009, we issued 100,000 shares of common stock as a fee for services to Island Stock Transfer with a fair market value of $5,000. Island Stock Transfer is an accredited investor. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933.

On May 8, 2009, we consummated a Share Exchange Agreement with Home School, Inc. a Delaware corporation (“HSI”), that was dated as of April 29, 2009. As a result of the transactions contemplated by the Share Exchange Agreement, on May 8, 2009, we acquired 100% of the outstanding shares of capital stock of HSI and HSI became a wholly-owned subsidiary of the Company, and the Company changed its name to Home School Holdings, Inc. Pursuant to the Share Exchange Agreement, the Company issued 289,959,665 shares of its common stock to the fifty existing shareholders of HSI and the Company reserved for future issuance 73,949,760 shares of common stock subject to HSI’s outstanding stock options and warrants and 22,402,121 shares of common stock subject to HSI’s outstanding convertible debt (the “Share Exchange”). HSI also paid $50,000 to the Company’s two existing shareholders as purchase price consideration for the Share Exchange and such shareholders shall own an aggregate of 5,882,917 shares, or 1.5% of the outstanding shares of Common Stock of the Company on a fully diluted basis upon the consummation of the Share Exchange. See immediately below for the accreditation status of these two investors and a discussion of the consideration provided Tangiers, LP and Willowhuasca Wellness, Inc. to enter into the Share Exchange Agreement. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under of the Securities Act of 1933. Of the 50 shareholders of HSI, 31 are accredited investors and 19 sophisticated investors.

During May 2009, the Company issued 5,294,625 and 588,292 shares of its common stock to Tangiers Investors, LP and Willowhuasca Wellness, Inc., respectively, as purchase price consideration pursuant to the Share Exchange. As part of the share exchange, the Company received 289,959,665 of the outstanding shares of common stock of Home School, Inc. plus a cash payment

II-2

in the amount of $50,000 as consideration to consummate the share exchange agreement as described in the transaction description that is mentioned above. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. Tangiers and Willowhuasca Wellness are both accredited investors.

In April 2009, the company issued 360,000 shares of common stock to an accredited private investor for cash of $12,000 ($0.03 per share). The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933.

On September 30, 2009, the Company entered into a loan modification agreement with its shareholder to restructure existing convertible notes payable which had an outstanding value of $670,242 as of September 30, 2009. The first note dated January 16, 2008 had a face value of $300,000 and accrued interest in the amount of $307,742, as of September 30, 2009. The second note dated April 27, 2009 had a face value of $50,000 and accrued interest in the amount of $12,500, as of September 30, 2009. The terms of the existing notes were collectively modified to provide a single set of terms as set forth in the Loan Modification Agreement. The new principal loan amount shall be $450,000 at an interest rate of 4% per year with a maturity date of January, 1 2010. Accrued interest in the amount of $220,242 from the original notes has been converted into 4,894,265 shares of common stock at a conversion price of $0.045 per share. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. This shareholder is BeBe North. Ms. North is an accredited investor.

On September 30, 2009, one of the Company’s principal stockholders, Kenneth Lydecker, converted $30,000 of existing notes payable into 750,000 shares of Common Stock at a conversion price of $0.04. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. Mr. Lydecker is an accredited investor.

On September 30, 2009, one of the Company’s principal stockholders, David Nicholson, converted $25,000 of existing notes payable into 625,000 shares of Common Stock at a conversion price of $0.04. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. Mr. Nicholson is an accredited investor.

On September 30, 2009, Thomas Morrow, CEO, converted $26,499 of existing notes payable into 662,475 shares of Common Stock at a conversion price of $0.04. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. Mr. Morrow is an accredited investor.

On September 30, 2009, Thomas Morrow, CEO converted deferred payroll of $126,000 into 3,150,000 shares of Common Stock at a conversion price of $0.04 The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. Mr. Morrow is an accredited investor.

On September 30, 2009, Thomas Morrow, CEO paid $74,413 of corporate expenses for 1,860,328 shares of Common Stock. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. Mr. Morrow is an accredited investor.

During the months of April to June, 2009, the company issued 314,820 shares of common stock for board compensation with a fair market value of $13,500. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933.These shares were issued to members of the Board. All members of the Board are accredited.

During the months of January to March, 2009, the company issued 404,460 shares of common stock for board compensation with a fair market value of $13,500. These shares were issued to the members of the Board. All members of the Board are accredited investors.

During the months of January to March, 2009, the company issued 360,000 shares of common stock as compensation for employee services with a fair market value of $11,880. The shares were provided to a current employee, Paul Krappman. Mr. Krappman is a sophisticated investor.

On February 6, 2009, the Company entered into short-term lending arrangements with its shareholders. The loan provides $50,000 for six months. The loan pays an APR of 10% and provides for convertibility at $0.05 per share. On June 5, 2009, this loan was converted to 2,000,000 shares common stock at $0.025 per share. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. This conversion was undertaken on behalf of Dieter Gutt. Mr. Gutt is an accredited investor.

II-3

On April 3, 2009, the Company entered into short-term lending arrangements with its shareholders. The loan provides $10,000 for six months. The loan pays an APR of 10% and provides for convertibility at $0.06 per share. On June 5, 2009, this loan was converted to 400,000 shares common stock at $0.025 per share. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. This conversion was undertaken on behalf of the Brauns. The Brauns are accredited investors.

2008

During 2008, the Company issued 11,669,220 shares of common stock for cash of $388,970 ($0.03 per share) These shares were sold to twelve accredited investors and four sophisticated investors. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933.These investors are friends and family of Board Members subject to the PPM of February, 2008.

During 2008, the Company issued 2,160,000 shares of common stock for board compensation with a fair market value of $72,000 ($0.03 per share). The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. These shares were issued to members of the Board. All members of the Board are accredited investors.

During 2008, the Company issued 2,160,000 shares of common stock for the interest expense on a note payable relating to the purchase of Home School Reviews in the amount of $72,000 ($0.03 per share). The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. These shares were provided to Jamey Wright. Mr. Wright is a sophisticated investor.

2007

During 2007, the Company issued 360,000 shares of common stock to a private investor for cash of $9,000 ($0.03 per share). These shares were purchased by Maria Dalmazio. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. Ms. Dalmazio is an accredited investor.

During 2007, the Company issued 13,602,000 shares of common stock to private investors for cash of $392,000 ($0.03 per share) These shares were sold to seven accredited investors and seven sophisticated investors. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. These investors are friends and family of Board Members subject to the PPM of February, 2007.

During 2007, the Company issued 15,300,000 shares of common stock in consideration for payment of related party loans of $170,000 ($0.01 per share). The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. These shares were provided to Thomas Morrow and David Nicholson. Mr. Morrow and Mr. Nicholson are accredited investors.

During 2007, the Company issued 4,734,000 shares of common stock with options to private investors for cash of $148,152 ($0.03 per share) These shares were sold to six accredited investors and one sophisticated investor. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933.These investors are friends or family of Board Members subject to the PPM of November, 2007.

During 2007, the Company issued 8,100,000 shares of commons stock to a private investor for cash of $90,000 ($0.011 per share) upon exercise of options. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. These shares were acquired by Bebe North. Ms. North is an accredited investor.

During 2007, the Company issued 102,420 shares of common stock for graphic design services with a fair market value of $1,138 ($0.011 per share). The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. These shares were provided to Lisa Morrow. Ms. Morrow is an accredited investor.

During 2008, the Company issued 2,520,000 shares of common stock for services with a fair market value of $28,000 ($0.011 per share). These shares were issued to Mark Jordan, a sophisticated investor. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933.

II-4

During 2008, the Company issued 354,240 shares of common stock for employee cash sales with a fair market value of $8,127 ($0.23 per share). These shares were purchased by employees pursuant to their employee offer letters during their first 12 months of employment. These shares were issued to three current employees. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933.These investors are sophisticated investors.

During 2007, the Company issued 1,032,000 shares of common stock for marketing services with a fair market value of $34,400 ($0.033 per share). The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. These shares were earned by Perry Marshall and Denise Kowalski. Mr. Marshall is an accredited investor and Ms. Kowalski is a sophisticated investor.

During 2007, the Company issued 2,457,000 shares of common stock to our board members for board compensation with a fair market value of $78,000 ($0.03 per share). The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. These shares were issued to members of the Board. All members of the Board are accredited.

During 2007, the Company issued 616,500 shares of common stock for employee cash sales with a fair market value of $15,414 ($0.03 per share). These shares were purchased by employees pursuant to their employee offer letters during their first 12 months of employment. These shares were issued to three current employees. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933.These investors are sophisticated investors.

During 2007, the Company issued 46,440 shares of common stock for employee cash sales with a fair market value of $1,290 ($0.03 per share). These shares were purchased by three employees pursuant to their employee offer letters during their first 12 months of employment. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933.These shares were issued to current employees. These employees are sophisticated investors.

2006

During 2006, the Company issued 18,000,000 shares of common stock to private investors for cash of $200,000 ($0.01 per share) These shares were sold to five accredited and subject to the PPM of April, 2006. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933.

During 2006, the Company issued 7,364,080 shares of common stock to private investors for cash of $184,099 ($0.03 per share). These shares were sold to three accredited investors and one sophisticated investor, subject to the PPM of October, 2006. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933.

During 2006, the Company issued 2,070,000 shares of common stock to a private investor for cash of $46,000 ($0.022 per share). These shares were purchased by Tim Perry. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. Mr. Perry is a sophisticated investor.

During 2006, the Company issued 15,705 shares of common stock for employee services with a fair market value of $345 ($0.02 per share) These shares were issued to three current employees. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. These investors are sophisticated investors.

During 2006, the Company issued 501,300 shares of common stock for employee services with a fair market value of $12,533 ($0.03 per share). These shares were issued to three current employees. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. These employees are sophisticated investors.

During 2006, the Company issued 945,000 shares of common stock to our board members for board compensation with a fair market value of $10,500 ($0.01 per share) These shares were issued to members of the Board. All members of the Board are accredited investors. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933.

During 2006, the Company issued 495,000 shares of common stock to our board members for board compensation with a fair market value of $11,000 ($0.02 per share). These shares were issued to members of the Board. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. All members of the Board are accredited.

II-5

During 2006, the Company issued 880,020 shares of common stock to our board members for board compensation with a fair market value of $22,000 ($0.03 per share). These shares were issued to members of the Board. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. All members of the Board are accredited .

During 2006, the Company issued 800,000 shares of common stock for services with a fair market value of $20,000 ($0.02 per share). These shares were issued to Perry Marshall. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933. Mr. Marshall is an accredited investor.

During 2006, the Company issued 4,500,000 shares of common stock for services with a fair market value of $50,000 ($0.01 per share). These shares were issued to Mark Jordan, a sophisticated investor, Lisa Morrow, and Kenneth Lydecker, who are both accredited investors. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933.

During 2006, the Company issued 9,000,000 shares of common stock for services with a fair market value of $100,000 ($0.011 per share). These shares were issued to Ken Lydecker, an accredited investor. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933.

During 2006, the Company issued 360,000 shares of common stock for services with a fair market value of $9,000 ($0.025 per share). These shares were issued to Bebe North, an accredited investor. The issuance of these shares was exempt from registration pursuant to Section 4(2) promulgated under the Securities Act of 1933.

In each of the instances described above the offer and sale of the securities was made to a limited number of accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act or sophisticated investors as defined in Rule 506(b)(2)(ii) of Regulation D promulgated under the Securities Act in reliance upon exemptions from the registration requirements pursuant to Section 4(2) under the Securities Act.

There was no general solicitation or advertising with respect to the private placement and each of the purchasers was provided written representations of an intent to acquire the securities for investment only and not with a view to or for sale in connection with any distribution of the securities. The issuance of the securities was an isolated private transaction by us which did not involve a public offering and there were no subsequent or contemporaneous public offerings of the securities by us. The securities were not broken down into smaller denominations and the negotiations for the sale of the stock took place directly between the offeree and us.

Item 16. Exhibits



Exhibit No.		Description of Exhibit


3.1		Articles of Incorporation (previously filed)

3.2		Bylaws (previously filed)

5.1		Opinion of the Company’s legal counsel

10.1		Lease Agreement (previously filed)

10.2		Ingram Book Co. Dropship Agreement (previously filed)

10.3		STL Distributors Dropship Agreement (previously filed)

10.4		City of Ames Promissory Note (previously filed)

10.5		North Loan Document 2008 (previously filed)

10.6		North Loan Document 2009 (previously filed)

II-6


10.7		Hecktman Loan Document (previously filed)

10.8		Hecktman Loan Extension (previously filed)

10.9		Lydecker Promissory Note (previously filed)

10.10		Morrow Promissory Note (previously filed)

10.11		Nicholson Promissory Note (previously filed)

10.12		Wright Promissory Note (previously filed)

10.13		Wright Note Addendum (previously filed)

10.14		Share Exchange Agreement (previously filed)

10.15		Subsidiaries (previously filed)

10.16		North Loan Modification Agreement (previously filed)

14.1		Code of Ethics (previously filed)

23.1		Consent of the Company’s Auditors

23.2		Consent of Company’s Counsel (filed as part of Exhibit 5)

24.1		Powers of Attorney (included on the signature page).

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, 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 arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or together, represent a fundamental change in the information set forth 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) and 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 the 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 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, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

II-7

4. That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the 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 registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

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

(ii) Any free writing prospectus relating to the 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.

5. For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

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

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we 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 is against public policy as expressed in the Securities Act of 1933, and we will be governed by the final adjudication of such issue.

Each prospectus filed pursuant to Rule 424(b) of the Securities Act of 1933 as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other 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.

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Des Plaines in the State of Illinois on the 28th day of May, 2010.



	Home School Holdings, Inc.

	By:	/s/ Thomas Morrow

		Principal Executive Officer and Chairman

	By:	/s/ Tony Langford, CPA

		Principal Financial Officer &
		Principal Accounting Officer

POWER OF ATTORNEY

Each director and/or officer of the registrant whose signature appears below hereby appoints Thomas Morrow as his attorney-in-fact to sign in his name and behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission, any and all amendments, including post-effective amendments, to this Registration Statement (and to any registration statement filed pursuant to Rule 462 under the Securities Act of 1933).

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates stated:



Signature	Title	Date


/s/ Thomas Morrow	Principal Executive Officer and Chairman	May 28, 2010


/s/ David Nicholson	Director	May 28, 2010


/s/ Kenneth Lydecker	Director	May 28, 2010


/s/ Darren Joslin	Director	May 28, 2010


/s/ Tony Langford, CPA	Principal Financial Officer & Principal Accounting Officer	May 28, 2010

II-9


SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM S-1/A Amendment No. 9 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HOME SCHOOL HOLDINGS, INC.

Florida	8299	26-1983716

2700 South River Road, Suite 106 Des Plaines, Illinois 60018 Phone: 847-391-5079 Fax: 800-760-7015

Thomas Morrow Chief Executive Officer Home School Holdings, Inc. 2700 South River Road, Suite 106 Des Plaines, Illinois 60018 847-391-5079



Large accelerated filer	o		Accelerated filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	x



Title Of Each Class of Securities To be Registered	Amount To Be Registered		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee

Common stock, $0.001 par value		66,000,000		$0.05(1)		$3,300,000.00

Total		66,000,000		$0.05(1)		$3,300,000.00



Securities Covered Hereby		66,000,000 shares of common stock owned by the Selling Security Holders

Common Stock Outstanding Prior to the Offering		314,270,862 shares of common stock

Common Stock to be Outstanding After the Offering		314,270,862 shares of common stock

Use of Proceeds		We will not receive any of the proceeds from the sale of the shares of common stock offered under this prospectus by the selling security holders. Rather, the selling security holders will receive those proceeds directly.

Terms of the Offering		The selling shareholders will determine the terms relative to the sale of the common stock offered in this Prospectus.

Termination of the Offering		The offering will conclude when all of the 66,000,000 shares of common stock have been sold or at a time when the Company, in its sole discretion, decides to terminate the registration of the shares. The Company may decide to terminate the registration if it is no longer necessary due to the operation of the resale provisions of Rule 144 promulgated under the Securities Act of 1933. We may also terminate the offering for no given reason whatsoever.

Risk Factors		The securities offered hereby involve a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors.”



		March 31, 2010


Cash & Cash Equivalents	$	448
Short Term Loans (inc. accrued interest)		664,791

Equity
Common Stock Par Value $0.001 314,270,862 Shares Issued and Outstanding		314,271
Additional Paid-in Capital		4,593,707
Accumulated Deficit		(6,054,646	)
Stockholder’s Equity		(1,146,669	)
Total Capitalization		(1,146,669	)
Figures as of the March 31, 2010 Balance Sheet.

Approximate Number of Holders of Our Common Stock



(1)	These shares will be sold at this fixed price of $0.05 until the common stock becomes quoted on the Over-the-Counter (“OTC”) Bulletin Board or listed on a securities exchange.


TABLE OF CONTENTS

FRONT OF REGISTRATION STATEMENT AND OUTSIDE FRONT COVER PAGE OF PROSPECTUS	1
PROSPECTUS COVER PAGE	2
PROSPECTUS SUMMARY	4
THE COMPANY	4
THE OFFERING	5
SUMMARY FINANCIAL AND OPERATING INFORMATION	6
RISK FACTORS	7
FORWARD LOOKING STATEMENTS	11
USE OF PROCEEDS	12
DIVIDEND POLICY	12
DETERMINATION OF OFFERING PRICE	13
DILUTION	13
TABLE OF CASH & CAPITALIZATION	13
SELLING SECURITY HOLDERS	14
PLAN OF DISTRIBUTION	15
DESCRIPTION OF SECURITIES TO BE REGISTERED	16
EXPERTS	16
VALIDITY OF SECURITIES	17
INTEREST OF NAMED EXPERTS AND COUNSEL	17
BUSINESS	17
NOTE REGARDING FORWARD-LOOKING STATEMENTS	21
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21
MANAGEMENT	31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	37
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	38
FINANCIAL STATEMENTS OF HOME SCHOOL, INC.	40
INFORMATION NOT REQUIRED IN PROSPECTUS	II-1
SIGNATURES	II-9
POWER OF ATTORNEY	II-9



	For the Period Ended March 31, 2010 Compared to the Year Ended December 31, 2009

	(Unaudited) MAR 31, 2010			(Audited) DEC 31, 2009

Summary of Operations
Total revenues	$	9,672		$	63,378
Net income (loss)	$	(284,440	)	$	(1,387,725	)
Net profit (Loss) per common share	$	**		$	**
Weighted average common shares outstanding, basic and diluted		313,822,832			299,983,965
Statement of Financial Position
Cash and cash equivalents	$	448		$	1,864
Total assets	$	185,833		$	253,481
Working capital	$	(1,328,013	)	$	(1,157,603	)
Long-term debt	$	—		$	—
Stockholders’ deficit	$	(1,146,669	)	$	(910,934	)



	For the Years Ended

	2009			2008

Summary of Operations
Total revenues	$	63,378		$	72,764
Net income (loss)	$	(1,387,725	)	$	(2,546,334	)
Net profit (Loss) per common share	$	**		$	**
Weighted average common shares outstanding, basic and diluted		299,983,965			282,695,125
Statement of Financial Position
Cash and cash equivalents	$	1,864		$	958
Total assets	$	253,481		$	523,468
Working capital	$	(1,157,603	)	$	(837,212	)
Long-term debt	$	—		$	—
Stockholders’ deficit	$	(910,934	)	$	(321,477	)

** Less than $0.01



1.	Our lack of operating history,

2.	The amount of risk associated with an investment in our stock and the proportional amount of stock to be retained by our existing stockholders, and

3.	Our relative cash requirements.


	Net tangible asset in excess of $2,000,000, if such issuer has been in continuous operations for three years;
	Net tangible asset in excess of $5,000,000, if such issuer has been in continuous operations for less than three years; or
	Average revenue of at least $6,000,000, for the last three years.



	•	Our goals and strategies;
	•	Our expansion plans;
	•	Our future business development, financial conditions and results of operations;
	•	The expected growth of the market for our products;
	•	Our expectations regarding demand for our products;
	•	Our expectations regarding keeping and strengthening our relationships with key customers;
	•	Our ability to stay abreast of market trends and technological advances;
	•	General economic and business conditions in the regions in which we sell our products;
	•	Relevant government policies and regulations relating to our industry; and
	•	Market acceptance of our products.


(A) Selling Securities Holders (1)	Relationship to Issuer	(B) Shares Beneficially Owned Before the Offering		(C) Percentage of Outstanding Shares Beneficially Owned Before the Offering (2)	(D) Shares to be sold in the offering	(E) Percentage of Outstanding Shares Beneficially Owned After the Offering
Thomas Morrow	Chairman and CEO	152,499,743	(4)	48.52%	5,000,000	63.49%
David Nicholson	Board Member	52,903,260		16.83%	5,000,000	20.62%
Michael and Beatrice North	Shareholder	29,055,147	(6)	9.25%	5,000,000	10.36%
Kenneth Lydecker	Board Member	14,617,540		4.65%	5,000,000	4.14%
Mark Jordan	Former Contractor	6,120,000		1.95%	5,000,000	**
Chalmer Wilkins	Former Contractor	3,600,000		1.15%	3,600,000	**
Dieter Gutt	Shareholder	3,470,000		1.11%	3,470,000	**
Richard R. Pleet & Mary Bliss Packer	Shareholder	3,060,000		**	3,060,000	**
Lisa Morrow (3)	Former Contractor	2,802,420		**	2,802,420	**
Louie & Terri LoBianco	Shareholder	2,425,120		**	2,425,120	**
Joel Schauer	Shareholder	2,250,120		**	2,250,120	**
Brad Clodfelter	Shareholder	2,160,000		**	2,160,000	**
James Wright	Shareholder	2,160,000		**	2,160,000	**
Goldstar Acquisitions, LLC	Shareholder	2,403,900		**	2,403,900	**
Adam Hecktman	Shareholder	1,800,000		**	1,800,000	**
James Treleaven	Former Board Member	1,638,000		**	1,067,760	**
Robert Shuman	Shareholder	1,620,000		**	1,620,000	**
Tony Langford	Employee	2,780,927	(5)	**	1,242,380	**
Denise Kowalski	Employee	1,239,000		**	1,239,000	**
Donald P. Braun	Shareholder	1,150,060		**	1,150,060	**
Bobette Puckett	Shareholder	1,080,000		**	1,080,000	**
Gurdak & Associates Profit Sharing Plan	Shareholder	900,000		**	900,000	**
William Rients	Shareholder	900,000		**	900,000	**
Ed Schwall	Shareholder	720,000		**	720,000	**
Dave Gurdak	Shareholder	594,000		**	594,000	**
Josh Kurtz	Shareholder	432,000		**	432,000	**
The Peterson Family Trust Dated 10/13/2004	Shareholder	360,000		**	360,000	**
Bob Schauer	Shareholder	360,000		**	360,000	**
Carol Lydecker	Shareholder	360,000		**	360,000	**
Jeff Lydecker	Shareholder	360,000		**	360,000	**
Lawrence T Hayes Trust Dated 04/21/1995	Shareholder	360,000		**	360,000	**
Ray Imburgia	Shareholder	360,000		**	360,000	**
Marjorie Lock	Employee	217,800		**	217,800	**
Rob Alexander	Shareholder	129,600		**	129,600	**
Island Capital Mgmt, LLC	Shareholder	100,000		**	100,000	**
Nancy Hayes	Shareholder	975,120		**	975,120	**
Richard Nolan	Shareholder	75,000		**	75,000	**
William Fanizzo	Shareholder	75,000		**	75,000	**
George Kuchenreuther	Shareholder	60,000		**	60,000	**
Russell D. Simek	Shareholder	50,000		**	50,000	**
Richard York	Shareholder	32,500		**	32,500	**
Richard Langford	Shareholder	25,000		**	25,000	**
Diana Dixon	Former Employee	23,220		**	23,220	**

	Total				66,000,000