SECURITIES AND EXCHANGE COMMISSION

10-K 1 atomic10k.htm ANNUAL REPORT SECURITIES AND EXCHANGE COMMISSION

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

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Form 10-K

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ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended October 31, 2008

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

Commission File Number 000-31757

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ATOMIC GUPPY INC.

(Name of registrant as specified in its charter)


Nevada	98-0233452
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

8050 North University Drive, Suite 202 Tamarac, FL33160

(Address of principal executive office, Zip Code)

Registrant’s telephone number: (954) 489-1210

Securities registered pursuant to Section 12(b) of the Exchange Act: None

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

Title of Each Class

Common Stock, $.001 par value

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No ý

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

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

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ý

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

As of February 13, 2009, the aggregate market value of the Registrant’s voting and non-voting common equity held by non-affiliates is approximately $8,170.

There were 1,790,004 shares of the registrant’s common stock, par value $.001 per share, outstanding on February 13, 2009.

Documents incorporated by reference

Not Applicable.

INDEX

PAGE

PART I.

Item 1.

Description of Business

Item 2.

Description of Property

Item 3.

Legal Proceedings

Item 4.

Submission of Matters to a Vote of Security Holders

PART II.

Item 5.

Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases
of Equity Securities.

Item 6.

Management's Discussion and Analysis or Plan of Operation

Item 7.

Financial Statements

Item 8.

Changes in and Disagreement with Accountants on Accounting and Financial Disclosure

Item 8a.

Controls and Procedures

Item 8b.

Other Information-Subsequent Events

PART III.

Item 9.

Directors and Executive Officers, Promoters, Control Persons and Corporate Governance;
Compliance with Section 16 (A) of The Exchange Act

Item 10.

Executive Compensation

Item 11.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12.

Certain Relationships and Related Transactions, and Director Independence

PART IV.

Item 13.

Exhibits

Item 14.

Principal Accountant Fees and Services

CERTAIN CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this annual report on Form 10-KSB contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause the Company's actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond the Company's control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to the financial statements and the notes thereto. Except for our ongoing obligations to disclose material information under the Federal securities laws, the Company undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

When used in this yearly report, the terms the "Company" "Atomic Guppy," “we," "our," and "us" refers to Atomic Guppy, Inc. a Nevada corporation.

All share and per share information contained in this annual reports gives effect to the 20 for 1 (20:1) reverse stock split effective split effective June 22, 2007.

PART 1

ITEM 1.

DESCRIPTION OF BUSINESS

The Company was formed in November 1999 as a mining exploration company. The Company's business was previously related to the exploration of a mineral claim called the Glen Claim located in the Province of Newfoundland. After extensive research by the Company, a decision was made to no longer pursue mining interests As of October 31, 2006, all remaining assets and income producing properties of the Company were sold to a related party for cash at a loss to the Company. Following the sale of the remaining assets and income producing properties, the directors and majority shareholder determined it to be in the best interests of the Company to abandon its business of acquiring oil and gas properties and pursue an alternative business plan.

The Company has no subsidiaries or affiliated companies. The Company has not been in bankruptcy, receivership or similar proceedings since its inception.

The Company's Articles of Incorporation currently provide that the Company Is authorized to issue 200,000,000 shares of common stock with a par value of $0.001 per share. At October 31, 2007, there were 9,000,004 shares outstanding.

The company announced a 1 for 20 reverse split of its outstanding common stock shares in which one share of the Company’s Common Stock will be issued in exchange for every 20 shares of holders of record of Common Stock as of the close of June 22, 2007.

The reverse split, name change and stock ticker symbol change became effective at the market open June 25, 2007. New share certificates will be issued by the Company's transfer agent when certificates are physically surrendered, by issuing one new share for every 20 shares surrendered. Fractional shares will not be issued in connection with the reverse split.

On March 6, 2007, the Company entered into an asset purchase agreement (the "Purchase Agreement") with Rothschild Trust Holdings, LLC., a Florida limited liability company, Leigh Rothschild, Adam Bauman and Neal Lenarsky (Rothschild Trust Holdings, LLC., Leigh Rothschild, Adam Bauman and Neal Lenarsky, collectively referred to as the "Sellers"). In consideration of the acquisition of the assets, the Company issued 142,000,000 shares of its restricted common stock to the Sellers and their designees. The assets to be acquired by the Company under the Purchase Agreement included,(a) pending patent titled Leigh-10 (U.S. Appl. No. 11/373,322; filed March 10, 2006) owned by Rothschild Trust Holdings, LLC together with any intellectual property progeny of Leigh-10 and associated trademarks and (b) various domain names owned by Adam Bauman, Leigh Rothschild and Neal Lenarsky. The assets further include all proprietary information, documents and records relating to the creation of the assets and all copyright, copyrightable subject matter (including software) and registrations otherwise material to the use of the assets.

Upon the closing on March 16, 2007, of the transaction completed by the Purchase Agreement, J. Dean Burden, the Company's Chief Executive Officer, President and director and Albert Folsom, the Company's Chief Financial Officer, Secretary and director, each resigned as officers and director and appointed Seller's designees, Adam Bauman and Leigh Rothschild as directors. The Company also entered into employment agreements with Adam Bauman, Neal Lenarsky and Leigh Rothschild following the closing of the transaction completed by the Purchase Agreement.

The company was never able to complete the formulation of the intended business described above. Therefore is was by unaminous (delete) consent that the share holders requested that Mr. J. Dean Burden return to the company as it’s chief excutive to re organize the efforts of the current status of the company and bring it back into compliance and recind the agreement previously made with the Rothschild group . Mr. Burden proceeded to that means and as a result the following changes were made effective.

Effective December 21, 2007, the Company entered into an Unwind and Share Exchange Agreement with certain of its stockholders, who were officers and/or directors or affiliates of officers and directors, which included Leigh M. Rothschild, Adam Bauman, Neal Lenarsky and Irrevocable Trust Agreement III Jay Howard Linn Trustee (collectively the “IP Stockholders”). Subsequent efforts to fund and develop the assets were not successful, and it was determined that in the interests of the stockholders, it would be advantageous for all parties to unwind and rescind the March 6, 2007 agreement. Under the terms of the Unwind and Share Exchange Agreement, the IP Stockholders returned to the Company the 7,100,000 common shares they had received from the Company in connection with the March 6, 2007 agreement, which stock is being canceled on the books of the transfer agent, and the Company, in turn, returned to the IP Stockholders all of the IP Property. No cash consideration was involved in the transaction, and the parties exchanged mutual releases. The then current officers and directors resigned and Mr. J. Dean Burden was named sole officer and director of the Company.

In addition, on December 21, 2007, the Company entered into a rescission agreement with YABBLY Holdings, LLC, YABBLY, LLC and Land Shark Holdings, LLC (collectively the “YHI Parties”) whereby the parties have rescinded an Equity Contribution Agreement dated August 17, 2007 pursuant to which the parties agreed to exchange certain equity interests. As a result of the rescission agreement, the YHI Parties returned 150,000 shares of common stock of AGI as well as warrants issued to the YHI Parties, and the YHI Parties received back all of its intellectual properties, rescinded any licenses or development agreements between the parties or the defined business between the parties. In addition, certain collateral agreements were also terminated.

As a result of the foregoing, the Company is now a "shell company" as that term is defined under Federal securities laws. The Company intends to seek to acquire assets or shares of an entity actively engaged in business which generates revenues, in exchange for its securities. Its purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages the Company may offer. The Company will not restrict its search to any specific business, industry, or geographical location and it may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of the Company's virtually unlimited discretion to search for and enter into potential business opportunities. Management anticipates that it may be able to participate in only one potential business venture because the Company has nominal assets and limited financial resources. This lack of diversification should be considered a substantial risk to the Company's stockholders because it will not permit the Company to offset potential losses from one venture against gains from another.

The Company may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. The Company may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries. The Company anticipates that the selection of a business opportunity in which to participate will be complex and extremely risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, management believes that there are numerous firms seeking the perceived benefits of a publicly registered corporation. These perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes), for all stockholders and other factors. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

The analysis of new business opportunities will be undertaken by, or under the supervision of, Mr. J. Dean Burden, the Company's CEO, who may not be considered a professional business analyst. Mr. Burden will be the key person in the search, review and negotiation with potential acquisition or merger candidates. The Company intends to concentrate on identifying preliminary prospective business opportunities which may be brought to its attention through present associations of Mr. Burden. In analyzing prospective business opportunities, the Company will consider such matters as:

the available technical, financial and managerial resources;

working capital and other financial requirements;

history of operations, if any; prospects for the future;

nature of present and expected competition;

the quality and experience of management services which may be available and the depth of that management;

the potential for further research, development, or exploration;

specific risk factors not now foreseeable but which then may be anticipated to impact the Company's proposed activities;

the potential for growth or expansion;

the potential for profit;

the perceived public recognition of acceptance of products, services, or trades;

name identification; and

other relevant factors.

The Company will not acquire or merge with any company for which audited financial statements cannot be obtained within the time period prescribed by applicable rules of the Securities and Exchange Commission which is presently four business days from the closing date of the transaction. This requirement for readily available audited financial statement may require the Company to preclude a transaction with a potential candidate which might otherwise be beneficial to its stockholders.

The Company will not restrict its search for any specific kind of company, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is impossible to predict at this time the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer. However, the Company does not intend to obtain funds in one or more private placements to finance the operation of any acquired business opportunity until such time as it has successfully consummated such a merger or acquisition.

The Company anticipates that it will incur nominal expenses in the implementation of its business plan described herein. Because the Company has no capital with which to pay these anticipated expenses, these expenses will be paid by Mr. Burden with his personal funds as interest-free loans. However, the only opportunity to have these loans repaid will be from a prospective merger or acquisition candidate. Repayment of any loans made on the Company's behalf will not impede, or be made conditional in any manner, to consummation of a proposed transaction.

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. The Company may also acquire stock or assets of an existing business. On the consummation of a transaction, it is probable that the Company's present management and stockholders will no longer be in control of the Company. In addition, the Company's directors may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of the Company's stockholders or may sell their stock. Any terms of sale of the shares presently held by officers and/or directors will be also afforded to all other stockholders on similar terms and conditions. Any and all such sales will only be made in compliance with federal and applicable state securities laws.

The Company anticipates that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of a transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after the Company has successfully consummated a merger or acquisition and the Company is no longer considered a "shell" company. Until such time as this occurs, the Company will not attempt to register any additional securities. The issuance of substantial additional securities and their potential sale into any trading market which may develop in the Company's securities may have a depressive effect on the value of its securities in the future, if such a market develops, of which there is no assurance.

Employees

As of February 18, 2008, we had one full-time employee, Mr. Burden, our President and Chief Executive Officer.

RISK FACTORS

Before you invest in the Company's securities, you should be aware that there are various risks. You should consider carefully these risk factors, together with all of the other information included in this annual report before you decide to purchase the Company's securities. If any of the following risks and uncertainties develop into actual events, the Company's business, financial condition or results of operations could be materially adversely affected and you could loose your entire investment in the Company.

OUR AUDITORS HAVE RAISED SUBSTANTIAL DOUBTS AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.

The Company's financial statements appearing elsewhere herein have been prepared assuming the Company will continue as a going concern. Since inception the Company has experienced recurring losses from operations, which losses have caused an accumulated deficit of $5,171,097 as of October 31, 2007. In addition, for the year ended October 31, 2007 the Company reported a net loss of $74,707,771. The Company has a working capital deficit of $886,988 at October 31, 2007 and cash on hand of $355. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The Company's financial statements do not include any adjustments that might result from the outcome of this uncertainty.

THE COMPANY CURRENTLY DOES NOT HAVE AN OPERATING BUSINESS, BUT ALSO DOES NOT INTEND TO PURSUE A COURSE OF COMPLETE LIQUIDATION AND DISSOLUTION, AND ACCORDINGLY, THE VALUE OF YOUR SHARES MAY DECREASE.

The Company currently does not have any operating business. It continues to incur operating expenses while it considers alternative operating plans. These plans may include business combinations with or investments in other operating companies, or entering into a completely new line of business. The Company has not yet identified any such opportunities, and thus, you will not be able to evaluate the impact of such a business strategy on the value of your stock. In addition, the Company cannot assure you that it will be able to identify any appropriate business opportunities. Even if the Company is able to identify business opportunities that its Board deems appropriate, it cannot assure you that such a strategy will provide you with a positive return on your investment, and it may in fact result in a substantial decrease in the value of your stock. These factors will substantially increase the uncertainty, and thus the risk, of investing in the Company's shares.

THE COMPANY MAY NOT BE ABLE TO IDENTIFY OR FULLY CAPITALIZE ON ANY APPROPRIATE BUSINESS OPPORTUNITIES.

The Company has not yet identified any appropriate business opportunities, and, due to a variety of factors outside of its control, the Company may not be able to identify or fully capitalize on any such opportunities. These factors include:

competition from other potential acquirors and partners of and investors in potential acquisitions, many of whom may have greater financial resources than the Company;

in specific cases, failure to agree on the terms of a potential acquisition, such as the amount or price of the Company's acquired interest, or incompatibility between the Company and management of the company the Company wish to acquire; and

the possibility that the Company may lack sufficient capital and/or expertise to develop promising opportunities.

Even if the Company is able to identify business opportunities that its Board deems appropriate, the Company cannot assure you that such a strategy will provide you with a positive return on your investment, and may in fact result in a substantial decrease in the value of your stock. In addition, if the Company enters into a combination with a business that has operating income, the Company cannot assure you that it will be able to utilize all or even a portion of its existing net operating loss carryover for federal or state tax purposes following such a business combination. If the Compan is unable to make use of its existing net operating loss carryover, the tax advantages of such a combination may be limited, which could negatively impact the value of your investment. These factors will substantially increase the uncertainty, and thus the risk, of investing in the Company's shares.

BECAUSE THE COMPANY'S STOCK CURRENTLY TRADES BELOW $5.00 PER SHARE, AND IS QUOTED ON THE OTC BULLETIN BOARD, ITS STOCK IS CONSIDERED A "PENNY STOCK" WHICH CAN ADVERSELY AFFECT ITS LIQUIDITY.

For so long as the trading price of the Company's common stock is less than $5.00 per share, its common stock is considered a "penny stock," and trading in its common stock is subject to the requirements of Rule 15g-9 under the Securities Exchange Act of 1934. Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements. The broker/dealer must make an individualized written suitability determination for the purchaser and receive the purchaser's written consent prior to the transaction.

SEC regulations also require additional disclosure in connection with any trades involving a "penny stock," including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. These requirements severely limit the liquidity of securities in the secondary market because few broker or dealers are likely to undertake these compliance activities. In addition to the applicability of the penny stock rules, other risks associated with trading in penny stocks could also be price fluctuations and the lack of a liquid market. Finally, as a penny stock the Company may not be entitled to the protections provided by the Private Securities Litigation Reform Act of 1995.

PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BYLAWS MAY DELAY OR PREVENT A TAKE-OVER WHICH MAY NOT BE IN THE BEST INTERESTS OF OUR STOCKHOLDERS.

Provisions of our articles of incorporation and bylaws may be deemed to have anti-takeover effects, which include when and by whom special meetings of our stockholders may be called, and may delay, defer or prevent a takeover attempt. In addition, certain provisions of the Nevada Revised Statutes also may be deemed to have certain anti-takeover effects which include that control of shares acquired in excess of certain specified thresholds will not possess any voting rights unless these voting rights are approved by a majority of a corporation's disinterested stockholders.

OUR COMMON STOCK COULD BE REMOVED FROM QUOTATION ON THE OTCBB IF WE FAIL TO TIMELY FILE OUR ANNUAL OR QUARTERLY REPORTS. IF OUR COMMON STOCK WAS NO LONGER ELIGIBLE FOR QUOTATION ON THE OTCBB, THE LIQUIDITY OF OUR STOCK MAY BE FURTHER ADVERSELY IMPACTED.

Under the rules of the Securities and Exchange Commission we are required to file our quarterly reports within 45 days from the end of the fiscal quarter and our annual report within 90 days from the end of our fiscal year. Under rules adopted by the Financial Industry Regulatory Authority (FINRA) in 2005 which is informally known as the "Three Strikes Rule", a FINRA member is prohibited from quoting securities of an OTCBB issuer such as our company if the issuer either fails to timely file these reports or is otherwise delinquent in the filing requirements three times in the prior two year period or if the issuer's common stock has been removed from quotation on the OTCBB twice in that two year period. We failed to file this 2007 annual report on a timely basis. If we were to fail to file two additional reports on a timely basis our stock would be removed from quotation on the OTCBB and would in all likelihood then be quoted on the Pink Sheets Electronic Quotation Service. Pink Sheets offers a quotation service to companies that are unable to obtain a quote of their securities on the OTCBB or a listing on an exchange. The requirements for quotation on the Pink Sheets are considerably lower and less regulated than those of the OTCBB or an exchange. If our common stock were to be quoted on the Pink Sheets, it is possible that even fewer brokers or dealers would be interested in making a market in our common stock which would further adversely impact its liquidity.

WE DO NOT HAVE ANY INDEPENDENT DIRECTORS AND WE HAVE NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH, STOCKHOLDERS MAY HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR MATTERS.

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors' independence, audit committee oversight, and the adoption of a code of ethics. We have a sole officer and director who makes decisions on all significant corporate matters such as the approval of terms of various loans or financing transactions in which we may engage, the approval of related party transactions, the compensation of our executive officers, and the oversight of the accounting functions.

We have not adopted a Code of Business Conduct and Ethics nor have we yet adopted any other corporate governance measures and, since our securities are not listed on a national securities exchange, we are not required to do so. We have not adopted corporate governance measures such as an audit or other independent committees of our Board of Directors as we presently do not have any independent directors. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

TIME SPENT BY DIRECTORS AND OFFICERS ON THE AFFAIRS OF THE COMPANY

The companies sole officer J. Dean Burden devotes substantially all of his time in his combined efforts to re establish the company and bring about the effective changes that will help insure the best possible results for the company, This includes, but is not limited to all communication with attorneys, accountants, Edgar filing services, transfer agent, and several other necessary professional and lay people involved in this transaction.

MR. BURDEN MAY FACE CONFLICTS OF INTEREST WHICH MAY NOT BE RESOLVED TO OUR BENEFIT.

Mr. Burden has other business interests in addition to our company and consequently there exists the possibility for him to be in a position of conflict. There can be no assurances than any conflicts of interest which may arise will be resolved to our benefit.

LIMITED OPERATING HISTORY

The company had a limited operating history since inception in the original business that the company was involved with. Refer to the previous 10K for additional information on this subject

ITEM 2.

DESCRIPTION OF PROPERTY

The Company currently maintains its offices at 8050 North University Drive, Tamarac, Florida. Other than this office, the Company does not currently maintain any other office facilities. The office is owned by other parties and allows the Company to use the office facilities without rent. For 2008, the Company's use of the space was minimal and deemed immaterial.

ITEM 3.

LEGAL PROCEEDINGS

There are no legal proceedings to which the Company is a party or to which its property is subject, nor to the best of management's knowledge are any material legal proceedings contemplated.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of shareholders of the Company during the fourth quarter of the fiscal year ended October 31, 2007.

PART II

ITEM 5.

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

The Company's common stock is quoted on the OTCBB under the symbol ATGU. The stock is very thinly traded and the market could be considered illiquid.

On February 18, 2008, the last sale price of our common stock as reported on the OTCBB was $0.07. As of January 31, 2008, there were approximately 59 record owners of our common stock.

Dividend Policy

Since its inception, the Company has not paid any dividends on its common stock, and the Company does not anticipate that it will

pay dividends in the foreseeable future.

Recent Sales of Unregistered Securities

97,000 shares were given to Akerman Senterfit LLP for debt settlement.

ITEM 6.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW

Atomic Guppy, Inc. formally known as XTX Energy, Inc, and Glen Manor Resources, Inc. (“the Company”) was incorporated on November 16, 1999 under the laws of the State of Nevada. The Company has no subsidiaries or affiliated companies. The Company has not been in bankruptcy, receivership or similar proceedings since its inception. The Company's Articles of Incorporation currently provide that the Company is authorized to issue 200,000,000 shares of common stock with a par value of $0.001 per share. On March 6, 2007, the Company entered into an asset purchase agreement (the "Purchase Agreement") with Rothschild Trust Holdings, LLC., a Florida limited liability company, Leigh Rothschild, Adam Bauman and Neal Lenarsky (Rothschild Trust Holdings, LLC., Leigh Rothschild, Adam Bauman and Neal Lenarsky, collectively referred to as the "Sellers"). In consideration of the acquisition of the Assets, the Company will issue 7,100,000 shares of its restricted common stock (the "Shares") to the Sellers and their designees. The Closing of the Purchase Agreement is subject to certain conditions, which are described below. The assets ("Assets") to be acquired by the Company under the Purchase Agreement include, without limitation (a) pending patent titled Leigh-10 (U.S. Appl. No. 11/373,322; filed March 10, 2006) owned by Rothschild Trust Holdings, LLC together with any intellectual property progeny of Leigh-10 and associated trademarks, including but not limited to codes; (b) various domain names owned by Adam Bauman, Leigh Rothschild and Neal Lenarsky. The Assets further include all proprietary information, documents and records relating to the creation of the Assets and all copyright, copyrightable subject matter (including software) and registrations otherwise material to the use of the Assets.

The Purchase Agreement contains customary representations, warranties, covenants, indemnification provisions and conditions to closing. These conditions include, but are not limited to, the Company’s receipt of private financing in the gross aggregate amount of $400,000, less commissions and expenses, the cancellation of certain shares of outstanding common stock of the Company and waiver of accrued salary. The Purchase Agreement may be terminated by the Company or the Sellers if it is not completed on or before March 27, 2007.

At the time the Company was an operating entity it issued convertible notes amounting to $400,000 during March 2007. The convertible notes bear interest at 8% per annum. The convertible notes are unsecured and matured in March 2008. The convertible notes were convertible at the rate of $2.00 per share.

The Company reached an agreement with the note holders or their assignees effective March 2008, to change the maturity date to September 2008 and adjust the interest rate to zero. The notes can then be converted to stock at the current trading price.

The company was never able to complete the formulation of the intended business described above. Therefore it was by majority consent that the share holders requested that Mr. J. Dean Burden return to the company as it’s chief executive to re organize the efforts of the current status of the company and bring it back into compliance and recind the agreement previously made with the Rothschild group . Mr. Burden proceeded to that means and as a result the following changes were made effective.

stockholders, it would be advantageous for all parties to unwind and rescind the March 6, 2007 agreement. Under the terms of the Unwind and Share Exchange Agreement, the IP Stockholders returned to the Company the 7,100,000 common shares they had received from the Company in connection with the March 6, 2007 agreement, which stock is being canceled on the books of the transfer agent, and the Company, in turn, returned to the IP Stockholders all of the IP Property. No cash consideration was involved in the transaction, and the parties exchanged mutual releases. The then current officers and directors resigned and Mr. J. Dean Burden was named sole officer and director of the Company.

Mr. Burden will receive a base salary of $20,000 per month effective with the Unwind and Share Exchange Agreement. As of the current date his salary is accrued on the Company’s financial statement and no payments have been made. The Company can elect to convert the accrued salary at the current stock price.

Reclassifications

Certain prior periods' balances have been reclassified to conform to the current period's financial statement presentation. These reclassifications had no impact on previously reported results of operations or stockholders' equity. Subsequent to year end, the Company entered into an Agrement with Quamtel, Inc. a Texas Corporation for the acquisition of all of the Quamtel stock in a reverse merger. A form 8-K was filed in January of 2009 regarding this transaction.

RESULTS OF OPERATIONS

The Company had no revenues in the year ended October 31, 2008 the same as for the Twelve Months ended October 31, 2007.

Operating expenses of for the Twelve Months ended October 31, 2008 was $244,142 compared to $872,772 for the Twelve Months ended October 31, 2007 was an decrease of $628,080. The decrease is attributable to a decrease general and administrative expenses during the current year. General and Administrative costs are up mostly due to increase salaries and professional fees related to the time period the company was involved with the yabbly and guppy patents and businesses.

As of October 31, 2008 the company has rescinded or effect anunwind of the previous agreement with Leigh Rothschild and others with respect to the acquisition of their intellectual properties and with Yabbly, Inc.

NET LOSS. The net loss for the Twelve Months ended October 31, 2008 was $244,142., compared to $4,707,771 for the Twelve Months ended October 31, 2007. The loss was less as a result of no continuing operations or projects.

LIQUIDITY AND CAPITAL RESOURCES

Since its inception, the Company has continued to sustain losses. The Company's operations and growth has been funded by the sale of Common Stock, and loans from unrelated parties. Mr. J. Dean Burden, our chief executive officer and a director, has agreed to fund our operations until we receive revenues and/or

Mr. Burden has the financial means to finance such operations.

At October 31, 2008 we had an accumulated deficit of $5,175,240. The report from our independent registered public accounting firm on our audited financial statements at October 31, 2008 contains an explanatory paragraph regarding doubt as to our ability to continue as a going concern. As discussed earlier in this report, we are seeking to acquire assets or shares of an entity actively engaged in business which generates revenues, in exchange for our securities. We cannot predict when, if ever, we will be

successful in this venture and, accordingly, we may be required to cease operations at any time. We do not have sufficient working capital to pay our operating costs for the next 12 months and we will require additional funds to pay our legal, accounting and other fees associated with our company and its filing obligations under federal securities laws, as well as to pay our other accounts payable generated in the ordinary course of our business. We have no commitments from any party to provide such funds to us. If we are unable to obtain additional capital as necessary until such time as we are able to conclude a business combination, we will be unable to satisfy our obligations and otherwise continue to meet our reporting obligations under federal securities laws. In that event, our stock would no longer be quoted on the OTC Bulletin Board and our ability to consummate a business combination with upon terms and conditions which would be beneficial to our existing stockholders would be adversely affected.

The Company has no contractual obligations for either leased premises or employment agreements and has made no commitments to acquire any asset of any nature. The company retains J. Dean Burden as the only employee to handle all of the companies affairs. Mr. Burdens compensation is noted in the foot notes of this document

At present, the directors devote administrative time to the affairs of the Company as required. There are no plans to hire any new employees who will be actively engaged in the operations of the company. If required, the Company will use the services of consultants to undertaken any activities normally performed by employees.

ITEM 7.

FINANCIAL STATEMENTS

The financial statements of the Company are included following the signature page to this Form 10-K.

ITEM 8.

CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 8A.

CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of October 31, 2007, the end of the period covered by this report, our management concluded its evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Disclosure controls and procedures are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this report, is recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and to reasonably assure that such information is accumulated and communicated to our management, including our President, to allow timely decisions regarding required disclosure.

As of the evaluation date, our President who also serves as our principal financial and accounting officer, concluded that we do not maintain disclosure controls and procedures that are effective in providing reasonable assurance that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. We failed to file this report on Form 10KSB on a timely basis. Our President, who is our sole executive officer, is not a financial or accounting professional, and we do not have any other employees, including a chief financial officer, comptroller or similarly titled senior financial officer, or any accounting staff. As a result of our limited financial resources, we do not anticipate that we will be in a position to engage accounting personnel or a senior financial officer in the foreseeable future. Until we are able to engage a qualified financial officer, and/or accounting staff, we may continue to experience material weaknesses in our disclosure controls that may continue to adversely affect our ability to timely file our quarterly and annual reports.

There have been no changes in our internal control over financial reporting during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 8B.

OTHER INFORMATION-Subsequent Events

On January 13, 2009 (the “Signing Date”), Atomic Guppy, Inc. (the “Company”) entered into an Share Exchange Agreement (“Share Exchange Agreement”) with QuamTel, Inc. (“QUAMTEL”), a Texas corporation and Steven Ivester, sole shareholder of QUAMTEL,. Pursuant to the Share Exchange Agreement, the Company agreed to issue to QUAMTEL 150,000,000 shares of its common stock (the“Shares”), in exchange for 100% of the ownership of QUAMTEL. The closing of the Share Exchange Agreement is conditioned, among other things, on the re-negotiation of certain outstanding obligations of the Company including officers and director’s compensation,notes and amounts payable to officers and directors and third party loans outstanding.

Upon the closing of the Share Exchange Agreement, and the delivery of an information statement to all shareholders of the Companypursuant to SEC Rule 14f-1, Mr. Ivester will be appointed as a member of the board of directors of Atomic Guppy and J. Dean Burden willresign all positions with the Company.

PART III

ITEM 9.

DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT

Executive Officers


NAME	AGE	POSITION HELD	DIRECTOR SINCE

J. Dean Burden	57	Chief Executive Officer, President and Director	2003

Each director of the Company serves for a term of one year and until his successor is elected at the Company's annual shareholders' meeting and is qualified, subject to removal by the Company's shareholders. Each officer serves, at the pleasure of the board of directors, for a term of one year and until his successor is elected at the annual general meeting of the board of directors and is qualified.

Set forth below is certain biographical information regarding each of the Company's executive officers and directors.

JERROLD DEAN BURDEN is serving as an officer and director of the Company in the capacity of President, CEO and Director since December 2007. He previously held those positions from November 2003 until March 2007.

From 1979-1982 Mr. Burden served as executive vice president and director of Tri-Star Oil and Gas Inc., a Denver based corporation engaged in the development of shallow offset production, primarily in Oklahoma and Kansas. In this capacity Mr. Burden was responsible for lease acquisition and oilfield equipment rental. During this time Mr. Burden also served as an officer and director of Western National Rig and Supply Company, based in Oklahoma City, Oklahoma. Western National was a company who contracted drilling shallow wells in Stephans County Oklahoma and surrounding areas.

From 1983-1987 he served as founder and president of Dean Resources, a Colorado corporation engaged in the business of oil and gas lease development. Primary lease, property acquisitions and operations of the company were in Kansas, Oklahoma, Colorado, Texas and Wyoming.

In 1988 to 1993 Mr. Burden has been closely associated with the mortgage lending business and real estate business. During this time he founded Centennial Banc Share Corp., a Colorado corporation engaged in all phases of mortgage lending. The company maintained a $5,000,000 warehouse line of credit and funded its own loans. The company was F.H.A. approved and funded all types of loans ranging from prime "A" rated paper to sub-prime B and C grade notes. The Company was an approved lender with dozens of banks such as Country Wide, Flag Star Bank, Fleet Mortgage, Carl I. Brown among others.

Mr. Burden sold his interest in Centennial Banc Share Corp. in 2000. Since that time he has been involved in community projects, fund raising and selected investment opportunities in real estate and non-real estate. Mr. Burden has been a previous director of the Southeast Denver-Douglas County Economic Council, and the American Mortgage Lenders Association.

Mr. Burden was honorably discharged from military service in 1974. He has attended Western State College in Colorado with major studies in economics and business.

COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(d) of the Securities Exchange Act during the fiscal year ended October 31, 2008 and Forms 5 and amendments thereto furnished to us with respect to the fiscal year ended October 31, 2008, as well as any written representation from a reporting person that no Form 5 is required, we are not aware that any officer, director or 10% or greater shareholder failed to file on a timely basis, as disclosed in the aforementioned Forms, reports required by Section 16(a) of the Securities Exchange Act during the fiscal year ended October 31, 2008, except as follows:

Mr. Burden failed to file a Form 5 upon his re-appointment as an officer and director of the Company in March of 2008,

CODE OF ETHICS

The Company has not established a Code of Ethics as of the current date. Due to the many changes in the company within the last year none has been established. However the Company intends to establish a Code of Ethics within the next six months.

Committees of the Board of Directors

Our Board of Directors has not established any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee, any committee performing a similar function. The functions of those committees are being undertaken by the entire board as a whole. Because we do not have any independent directors, our Board of Directors believes that the establishment of committees of the Board would not provide any benefits to our company and could be considered more form than substance.

We do not have a policy regarding the consideration of any director candidates which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, our sole director will be responsible for the consideration of director nominees.

Our sole director is not an "audit committee financial expert" within the meaning of Item 401(e) of Regulation S-B. In general, an "audit committee financial expert" is an individual member of the audit committee or Board of Directors who:

understands generally accepted accounting principles and financial statements,

is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves,

has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements,

understands internal controls over financial reporting, and

understands audit committee functions.

While we would prefer sole director be an audit committee financial expert, he does not have the requisite professional background. As with most small companies until such time our company engages in a business combination with an operating company which will likely result in the addition of new directors, we do not have any immediate prospects to attract independent directors. When we are able to expand our Board of Directors to include one or more independent directors, we intend to establish an Audit Committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include "independent" directors, nor are we required to establish or maintain an Audit Committee or other committee of our Board of Directors.

Director Compensation

We do not have any policies with respect to the compensation of members of our Board of Directors for their services in such role. During fiscal 2007 no member of our received any compensation for their Board services.

ITEM 10.

EXECUTIVE COMPENSATION

The following table summarizes all compensation recorded by us in each of the last two completed fiscal years for our principal executive officer, each other executive officer serving as such whose annual compensation exceeded $100,000 and up to two additional individuals for whom disclosure would have been made in this table but for the fact that the individual was not serving as an executive officer of our company at October 31, 2008. The value attributable to any option awards is computed in accordance with FAS 123R.


SUMMARY COMPENSATION TABLE

	J Dean Burden	215,011

1.Mr. Burden served as our President and CEO until March 2007.

2Mr. Bauman served as the Company's CEO from March 2007 until December 2007.

3.Mr. Burden was reappointed in December of 2007 and serves currently as $20,000 per month, no bonus no options.

ITEM 11.

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

At February 18, 2008 we had 2,190,890 shares of common stock issued and outstanding. The following table sets forth information known to us as of February 19, 2008 relating to the beneficial ownership of shares of our common stock by:

each person who is known by us to be the beneficial owner of more than five percent of our outstanding common stock;

each director;

each executive officer; and

all executive officers and directors as a group.

Unless otherwise indicated, the business address of each person listed is in care of 8050 North University Drive, Suite 202, Tamarac, FL 33321. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	% of Class

J. Dean Burden	1,042,369	49.85%
All officers and directors as a group (one person)	1,042,369	49.85%

(1) All shares owned directly are owned beneficially and of record, and such shareholder has sole voting, investment and dispositive power, unless otherwise noted.

ITEM 12.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

TRANSACTIONS WITH MANAGEMENT AND OTHERS

Except as indicated below, there were no material transactions, or series of similar transactions, since inception of the Company and during its current fiscal period, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeds $60,000, and in which any director or executive officer, or any security holder who is known by the Company to own of record or beneficially more than 5% of any class of the Company's common stock, or any member of the immediate family of any of the foregoing persons, has an interest.

On January 31, 2006, the Company's Chief Executive Officer was issued pre-split 75,532,000 shares of common stock for advances and costs due to the company to support operations, provide working capital and purchase oil and gas leases.

Total amount due by the company to the Chief Executive Officer was $75,532.

Director Independence

Our sole directors are not an “independent” director within the meaning of Marketplace Rule 4200 of the National Association of Securities Dealers, Inc.

PART IV

ITEM 13.

EXHIBITS

The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:


Exhibit No.	Exhibit
3.1	Articles of Incorporation (1)
3.2	Bylaws (1)
3.3	CERTIFICATE OF AMENDMENT RE; REVERSE SPLIT (3)
10.1	Unwind and Share Exchange Agreement dated December 10, 2007(2)
10.2	Rescission agreement with YABBLY Holdings, LLC, YABBLY, LLC and Land Shark Holdings, LLC (2)
31.1	Rule 13a-14(a)/15d-14(a) certification of Certificate of Chief Executive Officer *
31.2	Rule 13a-14(a)/15d-14(a) certification of principal financial and accounting officer *
32.1	Section 1350 Certification*

*filed herewith


(1)	Incorporated by reference to the registration statement on Form 10-SB as filed on October 12, 2000.
(2)	Incorporated by reference to the Current Report on Form 8-K as filed on January 11, 2008.
(3)	Incorporated by reference to the Current Report on Form 8-K as filed on June 27, 2008.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) Audit Fees

The aggregate fees billed by the independent accountants for the fiscal years ended October 31, 2007 and 2006 for professional services for the audit of the Company's annual financial statements and the reviews included in the Company's Form 10-QSB and services that are normally provided by the accountants in connection with statutory and regulatory filings or engagements for those fiscal years were $7,500 and $5,500, respectively.

(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under Item 9 (e)(1) of Schedule 14A was $0.

(3) Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountants for tax compliance, tax advise, and tax planning was $0.

(4) All Other Fees

During the last two fiscal years there were no other fees charged by the principal accountants other than those disclosed in (1) and (2) above.

Our Board approves the engagement letter of our independent registered public accounting firm with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board. The audit and tax fees paid to the auditors with respect to fiscal year 2006 were pre-approved by the our sole director.

(5) Audit Committee's Pre-approval Policies

At the present time, there are not sufficient directors, officers and employees involved with XTX Energy, formally Glen Manor Resources Inc., to make any pre-approval policies meaningful. Once XTX Energy, formally Glen Manor Resources Inc., has elected more directors and appointed directors and non-directors to the Audit Committee it will have meetings and function in a meaningful manner.

(6) Audit hours incurred

The principal accountants spent approximately 50 percent of the total hours spent on the accounting. The hours were about equal to the hours spent by the Company's internal accountant.

SIGNATURES

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


Date: February 13, 2008		ATOMIC GUPPY, INC.

	By:	/s/ J. Dean Burden
		J. Dean Burden
		Chief Executive Officer,
		President and sole Director, principal executive officer and principal financial and accounting officer

FINANCIAL STATEMENTS

Atomic Guppy, Inc.

Table of Contents


Report of Registered Public Accounting Firm			F – 2

Balance Sheet			F – 3

Statements of Operations			F – 4

Statements of Changes in Stockholders' Equity			F – 5

Statements of Cash Flows			F – 6

Notes to Financial Statements			F – 7 -21

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Atomic Guppy, Inc.

We have audited the accompanying balance sheet of Atomic Guppy, Inc. as of October 31, 2008 and the related statements of operations, changes in shareholders' deficit, and cash flows for the years ended October 31, 2008 and 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 Atomic Guppy, Inc. as of October 31, 2008 and the results of its operations and its cash flows for the years then ended 2008 and 2007 in conformity with accounting principles generally accepted in the United States of America.

These accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company’s need to seek new sources or methods of financing or revenue to pursue its business strategy, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans as to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ JEWETT, SCHWARTZ, WOLFE & ASSOCIATES

Hollywood, Florida

February 4, 2009

F-2


	2008			2007

ASSETS

Current assets:
Cash and cash equivalents	$	1,678		$	355
Total current assets		1,678			355

Total Assets	$	1,678		$	355

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable and accrued expenses	$	312,087		$	247,344
Convertible notes payable		399,500			400,000
Note payable - shareholder		23,908			-
Total current liabilities		735,495			647,344

Commitments and contingencies

Stockholders' deficit:
Common stock, $.001 par value: 200,000,000 shares authorized
1,821,879 and 9,000,004 shares issued and outstanding, respectively		1,822			9,000
Additional paid-in capital		4,439,601			4,275,109
Accumulated deficit		(5,175,240	)		(4,931,098	)
Total stockholders' deficit		(733,817	)		(646,989	)

Total Liabilities and Stockholders' Deficit	$	1,678		$	355

F-3


	2008			2007


REVENUE	$	-		$	-

Operating Expenses
Administrative Expenses		228,586			632,773

Total operating expenses		228,586			632,773

Operating loss		(228,586	)		(632,773	)

Other income (expense)
Interest income		-			119
Interest expense		(15,556	)		(19,242	)
Impairment of Intangible Assets		-			(3,815,876	)

Total other expense		(15,556	)		(3,834,999	)

Net loss before income taxes		(244,142	)		(4,467,772	)

Income taxes (expenses) benefits		-			-

NET LOSS	$	(244,142	)	$	(4,467,772	)

Net loss per common share	$	(0.10	)	$	(0.06	)

Weighted Average Shares Outstanding		2,340,890			75,000,220

F-4


							Additional
	Common Stock						Paid -In		Accumulated
	Shares			Amount			Capital		(Deficit)			Total



Balance at October 31, 2005		28,287,220		$	28,287		$	141,145	$	(183,851	)	$	(14,419	)

Issuance of common stock for services and
outstanding debt		75,642,000			75,642			-		-			75,642
Loss for the year ended October 31, 2006		-			-			-		(279,475	)		(279,475	)

Balance at October 31, 2006		103,929,220		$	103,929		$	141,145	$	(463,326	)	$	(218,252	)

Issuance of common shares for asset purchase		73,070,784			73,071			3,965,964		-			4,039,035
Reverse stock split-1 for 20		(168,000,000	)		(168,000	)		168,000		-			-
Loss for the year ended October 31, 2007		-			-			-		(4,467,772	)		(4,467,772	)

Balance at October 31, 2007		9,000,004		$	9,000		$	4,275,109	$	(4,931,098	)	$	(646,989	)

Issuance of common shares for settlement
of accounts payable		190,000			190			157,124		-			157,314
Cancellation of shares pursuant to Unwind
and Recession agreements		(7,368,125	)		(7,368	)		7,368		-			-
Loss for the year ended October 31, 2008		-			-			-		(244,142	)		(244,142	)

Balance at October 31, 2008		1,821,879		$	1,822		$	4,439,601	$	(5,175,240	)	$	(733,817	)

F-5


	2008			2007
Cash Flows from Operating Activities:
Net loss	$	(244,142	)	$	(4,467,772	)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Issuance of common shares for accounts payable		157,314			-
Impairment of intangible asset		-			3,815,876
Changes in operating assets and liabilities:
Accounts receivable		-			2,280
Accounts payable and accrued expenses		64,743			265,344
Net cash used by operating activities		(22,085	)		(384,272	)

Cash Flows from Financing Activities
Proceeds from convertible notes		-			400,000
Payment of notes payable		(500	)		(20,000	)
Advances from officer		23,908			-
Repayment of advance received for joint venture		-			-

Net cash provided by financing activities		23,408			380,000

Net increase (decrease) in cash and cash equivalents		1,323			(4,272	)
Cash and cash equivalents, beginning of the period		355			4,627
Cash and cash equivalents, end of the period	$	1,678		$	355

Supplemental cash flow information:
Cash paid for taxes	$	-		$	-
Cash paid for interest	$	1,556		$	19,242

Non cash investing and financing activities:
Issuance of common stock to satisfy accounts payable	$	157,314		$	-

F-6

ATOMIC GUPPY, INC.

NOTES TO THE FINANCIAL STATEMENTS

NOTE1. SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

Atomic Guppy, Inc., formerly known as XTX Energy, Inc. and Glen Manor Resources Inc., was incorporated on November 16, 1999 under the laws of the State of Nevada as a mining exploration company.

The Company initially acquired and carried working interest in a oil producing property in Texas and was exploring the acquisition of additional properties there and in other areas.

After extensive research by the Company, a decision was made to no longer pursue mining interests. Upon that decision, As of October 31, 2006, all remaining assets and income producing properties of the Company were sold to a related party for cash at a loss to the Company.

The Company has not realized revenue since the sale of the remaining assets and income producing properties in October 2006. Following the sale of the remaining assets and income producing properties, the directors and majority shareholder determined it to be in the best interests of the Company to abandon its business of acquiring oil and gas properties and pursue an alternative business plan.

The Company intends to use the Assets, including the Leigh-10 pending patent Internet Rewards algorithm, to build and launch an interactive incentive community to address a marketplace of nearly 1.1 billion Internet users worldwide, or 16.6% of the global 6.5 billion population. Within this new web site, members can upload personal videos, audio recordings, multicasts or any other uploadable intellectual property and set their own sale price.

Subsequent efforts to fund and develop the assets were not successful, and it was determined that in the interests of the stockholders, it would be advantageous for all parties to unwind and rescind the March 6, 2007 agreement.

As a result of the rescission agreement described herein, the Company now becomes a “shell” corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, as well as SEC Release Number 33-8407. The term "shell company" means a registrant, other than an asset-backed issuer, that has no or nominal operations, and either: (i) no or nominal assets; (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets;

As a shell corporation, the Company intends to seek out and pursue a business combination transaction with an existing private business enterprise that might have a desire to take advantage of the Company's status as a public corporation. At this time, management does not intend to target any particular industry but, rather, intends to judge any opportunity on its individual merits.

F-7

USE OF ESTIMATE

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

CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt securities purchased with original or remaining maturities of three months or less to be cash equivalents. The carrying value of cash equivalents approximates fair value.

ACCOUNTS RECEIVABLE

The Company performs ongoing credit evaluations of customers, and generally does not require collateral. Allowances are maintained for potential credit losses and returns and such losses have been within management’s expectations.

FIXED ASSETS

Fixed assets are stated at cost and depreciated using the straight-line method, over the 3-year estimated useful lives of the assets.

INTANGIBLE AND LONG-LIVED ASSETS

The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

REVENUE RECOGNITION

The Company follows the guidance of the Securities and Exchange Commission’s Staff Accounting Bulletin 104 for revenue recognition. In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.

INCOME TAXES

The Company uses the asset and liability method of accounting for income taxes as required by SFAS No. 109 “Accounting for Income Taxes”. SFAS No. 109 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of certain assets and liabilities. Since its inception, the Company has incurred net operating losses. Accordingly, no provision has been made for income taxes. Statutory taxes not based on income are included in general and administrative expenses.

BASIC AND DILUTED NET LOSS PER SHARE

The Company computed basic and diluted loss per share amounts for October 31, 2007 and 2006 pursuant to the SFAS No. 128, “Earnings per Share.” Basic earnings per share are computed by dividing net income or loss by the weighted average number of common shares outstanding during the year. The assumed effects of the exercise of outstanding stock options, warrants, and conversion of notes were anti-dilutive and, accordingly, dilutive per share amounts have not been presented in the accompanying statements of operations.

COMMON STOCK PURCHASE WARRANTS

The Company accounts for common stock purchase warrants in accordance with the provisions of Emerging Issues Tack Force Issue (“EITF”) issue No. 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” (“EITF 00-19”). Based on the provisions of EITF 00-19, the Company classifies as equity any contracts that (i) require physical settlement or net-share settlement, or (ii) gives the company a choice of net-cash settlement or settlement

F-8

in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the company), or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).

RECLASSIFICATION

Certain prior periods' balances have been reclassified to conform to the current period’s financial statement presentation. These reclassifications had no impact on previously reported results of operations or stockholders' equity.

RECENT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board (“FASB”) has recently issued several new accounting pronouncements which may apply to the company.

Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active

In October 2008, the FASB issued FSP FAS No. 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active.” This FSP clarifies the application of SFAS No. 157, “Fair Value Measurements,” in a market that is not active. The FSP also provides examples for determining the fair value of a financial asset when the market for that financial asset is not active. FSP FAS No. 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued. The impact of adoption was not material to the Company’s consolidated financial condition or results of operations.

Issuer’s Accounting for Liabilities Measured at Fair Value with a Third-Party Credit Enhancement

In September 2008, the FASB issued EITF Issue No. 08-5 (“EITF No. 08-5”), “Issuer’s Accounting for Liabilities Measured at Fair Value with a Third-Party Credit Enhancement.” This FSP determines an issuer’s unit of accounting for a liability issued with an inseparable third-party credit enhancement when it is measured or disclosed at fair value on a recurring basis. FSP EITF No. 08-5 is effective on a prospective basis in the first reporting period beginning on or after December 15, 2008. The Company is currently assessing the impact of FSP EITF No. 08-5 on its consolidated financial position and results of operations.

Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161

In September 2008, the FASB issued FSP FAS No. 133-1, “Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161.” This FSP amends FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities,” to require disclosures by sellers of credit derivatives, including credit derivatives embedded in a hybrid instrument. The FSP also amends FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” to require and additional disclosure about the current status of the payment/performance risk of a guarantee. Finally, this FSP clarifies the Board’s intent about the effective date of FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities.” FSP FAS No. 133-1 is effective for fiscal years ending after November 15, 2008. The Company is currently assessing the impact of FSP FAS No. 133-1 on its consolidated financial position and results of operations.

Endowments of Not-for-Profit Organizations: Net Asset Classification of Funds Subject to an Enacted Version of the Uniform Prudent Management of Institutional Funds Act, and Enhanced Disclosures for all Endowment Funds

In August 2008, the FASB issued FSP FAS No. 117-1, “Endowments of Not-for-Profit Organizations: Net Asset Classification of Funds Subject to an Enacted Version of the Uniform Prudent Management of Institutional Funds Act (“UPMIFA”), and Enhanced Disclosures for all Endowment Funds.” The intent of this FSP is to provide guidance on the net asset classification of donor-restricted endowment funds. The FSP also improves disclosures about an organization’s endowment funds, both donor-restricted and board-designated, whether or not the organization is subject to the UPMIFA. FSP FAS No. 117-1 is effective for fiscal years ending after December 31, 2008. Earlier application is permitted provided that annual financial statements for that fiscal year have not been previously issued. The Company is currently assessing the impact for FSP FAS No. 117-1 on its consolidated financial position and results of operations.

Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities

In June 2008, the FASB issued EITF Issue No. 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” EITF No. 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. The EITF 03-6-1 affects entities that accrue dividends on share-based payment awards during the awards’ service period when the dividends do not need to be returned if the employees forfeit the award. EITF

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03-6-1 is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of EITF 03-6-1 on its consolidated financial position and results of operations.

Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an entity's Own Stock

In June 2008, the FASB ratified EITF Issue No. 07-5, "Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an Entity's Own Stock.” EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions. It also clarifies on the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation. EITF 07-5 is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of EITF 07-5 on its consolidated financial position and results of operations.

Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – an interpretation of FASB Statement No. 60”. This statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. SFAS No. 163 also clarifies how SFAS No. 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities to increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. 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, except for some disclosures about the insurance enterprise’s risk-management activities of the insurance enterprise be effective for the first period (including interim periods) beginning after issuance of SFAS No. 163. Except for those disclosures, earlier application is not permitted.

Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)

In May 2008, the FASB issued FSP Accounting Principles Board (“APB”) Opinion No. 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement).” The FSP clarifies the accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion. The FSP requires issuers to account separately for the liability and equity components of certain convertible debt instruments in a manner that reflects the issuer's nonconvertible debt (unsecured debt) borrowing rate when interest cost is recognized. The FSP requires bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in our consolidated statement of operations. The FSP requires retrospective application to the terms of instruments as they existed for all periods presented. The FSP is effective for fiscal years beginning after December 15, 2008 and early adoption is not permitted. The Company is currently evaluating the potential impact of FSP APB 14-1 upon its consolidated financial statements.

The Hierarchy of 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 the framework for selecting the principles used in the preparation of financial statements. SFAS No. 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles". The implementation of this standard will not have a material impact on the Company's consolidated financial position and results of operations.

Determination of the Useful Life of Intangible Assets

In April 2008, the FASB issued FSP FAS No. 142-3, “Determination of the Useful Life of Intangible Assets”, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under SFAS No. 142 “Goodwill and Other Intangible Assets”. The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of the expected cash flows used to measure the fair value of the asset under SFAS No. 141 (revised 2007) “Business Combinations” and other U.S. generally accepted accounting principles. The Company is currently evaluating the potential impact of FSP FAS No. 142-3 on its consolidated financial statements.

Disclosure about Derivative Instruments and Hedging Activities

In March 2008, the FASB issued SFAS No. 161, “Disclosure about Derivative Instruments and Hedging Activities, an amendment of SFAS No. 133.” This statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. The Company is required to adopt SFAS No. 161 on January 1, 2009. The Company is currently evaluating the potential impact of SFAS No. 161 on the Company’s consolidated financial statements.

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Delay in Effective Date

In February 2008, the FASB issued FSP FAS No. 157-2, “Effective Date of FASB Statement No. 157”. This FSP delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The impact of adoption was not material to the Company’s consolidated financial condition or results of operations.

Business Combinations

In December 2007, the FASB issued SFAS No. 141(R) “Business Combinations.” This Statement replaces the original SFAS No. 141. This Statement retains the fundamental requirements in SFAS No. 141 that the acquisition method of accounting (which SFAS No. 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. The objective of SFAS No. 141(R) is to improve the relevance, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. To accomplish that, SFAS No. 141(R) establishes principles and requirements for how the acquirer:

Recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree.

Recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase.

Determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.

This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008 and may not be applied before that date. The Company is unable at this time to determine the effect that its adoption of SFAS No. 141(R) will have on its consolidated results of operations and financial condition.

Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51

In December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51.” This Statement amends the original Accounting Review Board (ARB) No. 51 “Consolidated Financial Statements” to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This Statement is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008 and may not be applied before that date. The Company is unable at this time to determine the effect that its adoption of SFAS No. 160 will have on its consolidated results of operations and financial condition.

Fair Value Option for Financial Assets and Financial Liabilities

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of SFAS No. 115,” which becomes effective for the Company on February 1, 2008, permits companies to choose to measure many financial instruments and certain other items at fair value and report unrealized gains and losses in earnings. Such accounting is optional and is generally to be applied instrument by instrument. The election of this fair-value option did not have a material effect on its consolidated financial condition, results of operations, cash flows or disclosures.

Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements.” SFAS No. 157 provides guidance for using fair value to measure assets and liabilities. SFAS No. 157 addresses the requests from investors for expanded disclosure about the extent to which companies’ measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings. SFAS No. 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value, and does not expand the use of fair value in any new circumstances. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and was adopted by the Company in the first quarter of fiscal year 2008. There was no material impact on the Company’s consolidated results of operations and financial condition due to the adoption of SFAS No. 157.

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Accounting Changes and Error Corrections

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections,” which replaces APB Opinion No. 20, "Accounting Changes," and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements - An Amendment of APB Opinion No. 28”. SFAS No. 154 provides guidance on the accounting for and reporting of accounting changes and error corrections, and it establishes retrospective application, or the latest practicable date, as the required method for reporting a change in accounting principle and the reporting of a correction of an error. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company adopted SFAS No. 154 in the first quarter of fiscal year 2007 and did not have a material impact on its consolidated results of operations and financial condition.

Share Based Payment

In December 2004, the “FASB” issued SFAS No. 123 (revised 2004), “Share Based Payment” (“SFAS No. 123R”), a revision to SFAS No. 123, “Accounting for Stock-Based Compensation”. SFAS No. 123R superseded APB No. 25 and amended SFAS No. 95, “Statement of Cash Flows”. Effective January 1, 2006, SFAS No. 123R requires that the Company measure the cost of employee services received in exchange for equity awards based on the grant date fair value of the awards, with the cost to be recognized as compensation expense in the Company’s financial statements over the vesting period of the awards. Accordingly, the Company will recognize compensation cost for equity-based compensation for all new or modified grants issued after December 31, 2005. In addition, commencing January 1, 2006, the Company is required to recognize the unvested portion of the grant date fair value of awards issued prior to adoption of SFAS No. 123R based on the fair values previously calculated for disclosure purposes over the remaining vesting period of the outstanding stock options and warrants.

The Company adopted SFAS No. 123R effective January 1, 2006, and is using the modified prospective method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of SFAS No. 123R for all share-based payments granted after the effective date and (b) based on the requirements of SFAS No. 123R for all awards granted to employees prior to the effective date of SFAS No. 123R that remain unvested on the effective date.

NOTE 2 GOING CONCERN

These financial statements have been prepared assuming that the Company will continue as a going concern. The Company has operating and liquidity concerns, has incurred an accumulated deficit of approximately $5,175,240 through the year ended October 31, 2008. Further, the Company has inadequate working capital to maintain or develop its operations, and is dependent upon funds from private investors and the support of certain stockholders. These factors raise substantial doubt about the ability of the Company to continue as a going concern.

The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. In this regard, Management is proposing to raise any necessary additional funds through loans, additional sales of its common stock, or through the possible acquisition of other companies. There is no assurance that the Company will be successful in raising additional capital.

NOTE 3 ASSET PURCHASE AGREEMENTS

On March 6, 2007, the Company entered into an asset purchase agreement (the "Purchase Agreement") with Rothschild Trust Holdings, LLC., a Florida limited liability company, Leigh Rothschild, Adam Bauman and Neal Lenarsky (Rothschild Trust Holdings, LLC., Leigh Rothschild, Adam Bauman and Neal Lenarsky, collectively referred to as the "Sellers"). In consideration of the acquisition of the Assets (hereafter defined), the Company issued 7,100,000 shares of its restricted common stock (the "Shares") to the Sellers and their designees. The closing of the Purchase Agreement was subject to certain conditions, which are described below. The assets ("Assets") to be acquired by the Company under the Purchase Agreement include, without limitation (a) pending patent titled Leigh-10 (U.S. Appl. No. 11/373,322; filed March 10, 2006) owned by Rothschild Trust Holdings, LLC together with any intellectual property progeny of Leigh-10 and associated trademarks, including but not limited to codes; and (b) various domain names owned by Adam Bauman, Leigh Rothschild and Neal Lenarsky. The Assets further include all proprietary information, documents and records relating to the creation of the Assets and all copyright, copyrightable subject matter (including software) and registrations otherwise material to the use of the Assets.

Assets include a pending patent titled Leigh-10 (U.S. Appl. No. 11/373,322; filed March 10, 2006) together with any intellectual property progeny of Leigh-10 and associated trademarks, including but not limited to codes; and the domain names: publoot.com, publoot.biz, publoot.info, publoot.name, publoot.mobi, publoot.net, publoot.org, publoot.tv, publoot.us, publoot.ws, squiglee.name, squiglee.us, squiglee.tv; squiglee.ws; pubmine.com, pubmine.net, pubmine.org, pubmine.biz, pubmine.info, pubmine.us, pubmine.mobi, pubmine.tv, pubmine .ws, pubmine.name, pubminers.com, publute.com, publewt.com, moolapub.com, atomicguppy.com, atomicguppy.biz, atomicguppy.net, atomicguppy.org; atomicguppie.com; atomicguppy.info, atomicguppy.us, atomicguppy.mobi, atomicguppy.tv, atomicguppy.ws; and atomicguppy.name. The Assets further include all proprietary information, documents and records relating to the creation of the Assets and all copyright, copyrightable subject matter (including software) and registrations otherwise material to the use of the Assets.

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The Purchase Agreement contains customary representations, warranties, covenants, indemnification provisions and conditions to closing. These conditions include the cancellation of certain shares of outstanding common stock of the Company and waiver of accrued salary for Mr. Burden of approximately $187,500. After the inclusion of the additional shares issued and the cancellation of shares the company added net approximately 73,079,780 pre-Reverse Split shares and cancelled debt totaling approximately $220,000. The assets were valued based on a discounted stock price due to a blockage of stock issued. The company valued the discount of the blockage of shares at approximately 54%.

The valuation of assets purchased is distributed as follows:


Assets Acquired:
Technology Patent	$	2,765,876
Trademarks		500,000
Website Domains		250,000
Employment and Non-Compete		300,000
Total Assets Acquired	$	3,815,876

The Company elected to impair the total value of the purchased assets and related patents. Total impairment amount at October 31, 2007 was $3,815,876.

Effective December 21, 2007, Atomic Guppy, Inc. (the “Company” or “AGI”) entered into an Unwind and Share Exchange Agreement with certain of its stockholders, who were officers and/or directors or affiliates of officers and directors, which included Leigh M. Rothschild, Adam Bauman, Neal Lenarsky and Irrevocable Trust Agreement III Jay Howard Linn Trustee (collectively the “IP Stockholders”). Previously, on March 6, 2007, AGI and the IP Stockholders consummated a transaction whereby the IP Stockholders transferred all of their rights in certain intellectual property, including trademarks, patents and patents pending and domain names relating to an algorithm for the monetization of digital content and related names and url addresses, (the “IP Property”). Subsequent efforts to fund and develop the assets were not successful, and it was determined that in the interests of the stockholders, it would be advantageous for all parties to unwind and rescind the March 6, 2007 agreement. Under the terms of the Unwind and Share Exchange Agreement, the IP Stockholders returned to the Company the 7,100,000 common shares they had received from the Company in connection with the March 6, 2007 agreement, and the Company, in turn, returned to the IP Stockholders all of the IP Property. No cash consideration was involved in the transaction, and the parties exchanged mutual releases. As a result of the transaction, the Company is now a so-called shell corporation and will seek potential acquisitions or product acquisitions. In addition to the return of the common shares to the Company, Messrs. Linn, Rothschild, Bauman and Lenarsky, as well as Brad Hacker, resigned as officers and/or directors of AGI.

NOTE 4 DISPUTE OF CERTAIN LIABILITIES

The Company has decided in the future to dispute certain liabilities prior to the rescission agreement. As of the filing date the company has not determined which liabilities to dispute. However all liabilities in dispute are unsecured and do not contain agreements, agreed to by the Company.

NOTE 5 CONVERTIBLE NOTES

The Company issued convertible notes amounting to $400,000 during March 2007. The convertible notes bear interest at 8% per annum. The convertible notes are unsecured and mature in March 2008. The convertible notes are convertible at the rate of $2.00 per share.

Effective March 2008, the Company reached an agreement with the note holders holding $250,000 of the debt to extend the maturity date to September 2008 and adjust the interest rate to zero. The maturity date of the remaining $150,000 was also extended to September 2008; however, the interest rate on that debt was reduced from 8% to 4% per annum.

Interest expense associated with the convertible notes totaled $15,556 as of October 31, 2008.

NOTE 6 RELATED PARTY NOTES

During the year ended October 31, 2008, Mr. Burden the sole officer and director of the Company loaned the Company $23,500 for working capital. The loan is due on demand by Mr. Burden and has no interest rate.

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NOTE 7 COMMON STOCK

On January 31, 2006, the Company’s Chief Executive Officer was issued 75,532,000 pre-Reverse Split shares of common stock for advances and costs due to the Company to support operations, provide working capital and purchase oil and gas leases. The total amount due by the company to the Chief Executive officer was $75,532.

On March 6, 2006, the Company issued 7,100,000 shares of its restricted common stock (the "Shares") to purchase the assets which include, without limitation (a) pending patent titled Leigh-10 (U.S. Appl. No. 11/373,322; filed March 10, 2006) together with any intellectual property progeny of Leigh-10 and associated trademarks, including but not limited to codes; and (b) various domain names The Assets further include all proprietary information, documents and records relating to the creation of the Assets and all copyright, copyrightable subject matter (including software) and registrations otherwise material to the use of the assets

On June 22, 2007, the Company announced a 1 for 20 reverse split of its outstanding common stock shares in which one share of the Company’s Common Stock will be issued in exchange for every 20 shares of holders of record of Common Stock.

The reverse split became effective at the market open June 25, 2007. New share certificates will be issued by the Company's transfer agent when certificates are physically surrendered, by issuing one new share for every 20 shares surrendered. Fractional shares will not be issued in connection with the reverse split.

NOTE 8 INCOME TAXES

The Company provides for income taxes in accordance with SFAS No. 109 using an asset and liability based approach. Deferred income tax assets and liabilities are recorded to reflect the tax consequences on future years of temporary differences of revenue and expense items for financial statement and income tax purposes.

Since its formation the Company has incurred net operating losses. As of October 31, 2008, the Company had a net operating loss carryforward of approximately $5,200,000 available to offset future taxable income for federal and state income tax purposes.

SFAS No. 109 requires the Company to recognize income tax benefits for loss carryforwards that have not previously been recorded. The tax benefits recognized must be reduced by a valuation allowance if it is more likely than not that loss carryforwards will expire before the Company is able to realize their benefit, or that future deductibility is uncertain. For financial statement purposes, the deferred tax asset for loss carryforwards has been fully offset by a valuation allowance since it is uncertain whether any future benefit will be realized. The increase in the valuation allowance was $244,142 for the year ended October 31, 2008.

The provision (benefit) for income taxes from continued operations for the years ended December 31, 2007 consists of the following:


		2008		2007
Current:
Federal	$	-	$	-
State		-		-
Deferred:
Federal		(244,142)		(4,467,772)
State		-
Tax (benefit) from the decrease in valuation allowance		244,142		4,467,772
Provision (benefit) for income taxes, net	$	-	$	-

The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows:



Statutory federal income tax rate		35.0%
State income taxes		5.5%
Other		- %
Valuation allowance		(40.5)%
Effective tax rate		(0.0 )%

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Deferred income taxes result from temporary differences in the recognition of income and expenses for financial reporting purposes and for tax purposes. The tax effect of these temporary differences representing deferred tax assets and liabilities result principally from the following:


	2008
Net operating loss-carryforwards	$	5,175,240
expiring between 2019-2028		-
Depreciation and amortization		-
Other		-
Deferred income tax asset	$	5,175,240

The net deferred tax assets and liabilities are comprised of the following:


	2008
Deferred tax assets:	$	-
Current		-
Non-current		2,095,972
Less: valuation allowance		(2,095,972	)
Net deferred income tax asset	$	-

NOTE 9 SUBSEQUENT EVENTS

On January 13, 2009, the Company entered into a Share Exchange Agreement (“Share Exchange Agreement”) with a Texas corporation (the “Entity”) and its sole shareholder. Pursuant to the Share Exchange Agreement, the Company agreed to issue the Entity 150,000,000 shares of its common stock, in exchange for 100% of the ownership of the Entity.

The closing of the Share Exchange Agreement is conditioned, among other things, on the re-negotiation of certain outstanding obligations of the Company including officers and director’s compensation, notes and amounts payable to officers and directors and third party loans outstanding.

Upon the closing of the Share Exchange Agreement, and the delivery of an information statement to all shareholders of the Company pursuant to SEC Rule 14f-1, the Entity’s sole shareholder will be appointed as a member of the board of directors of the Company and J. Dean Burden will resign all positions with the Company.

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