U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For Fiscal Year Ended: September 30, 2009

OR

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

For the transition period from _______________ to _______________

Commission file number:  333-138927

EL PALENQUE VIVERO, INC.
(Exact name of registrant as specified in its charter)
Nevada	20-5277531
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
Privada de Tabasco #27, Colonia Maravillas Cuernavaca, Morelos, Mexico		62320
(Address of principal executive offices)		(Postal Code)

Issuer's telephone number:  (305) 667-9456

Securities registered under Section 12(b) of the Act:  None

Securities registered under Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o   No x

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

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

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

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

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

Large Accelerated Filer o

Accelerated Filer o

Non-Accelerated Filer o

Smaller reporting company x

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes x   No o

As of December 15, 2009, there were 4,550,000 shares of the registrant's common stock, par value $0.001, issued and outstanding.  Of these, 2,050,000 shares were held by non-affiliates of the registrant.  The market value of securities held by non-affiliates was $0.00 as our stock did not then and does not presently trade.

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated:  (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933, as amended (“Securities Act”).
Not Applicable.  

TABLE OF CONTENTS

Contents

ITEM 1.  BUSINESS

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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Except for historical information, this report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words “expect,” “anticipate,” “intend,” “believe” and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the sections “Plan of Operation” and “Business”.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances taking place after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-K to the “Company,” “El Palenque,” “we,” “us” or “our” are to El Palenque Vivero, Inc.

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PART 1

ITEM 1.  BUSINESS

Business Development

El Palenque Vivero, Inc. (“El Palenque” or the “Company”) was incorporated in the State of Nevada on June 21, 2006 as El Palenque Nercery, Inc.  On June 30, 2006 the Company changed the name to El Palenque Vivero, Inc.  We were incorporated to open and operate a plant nursery in the city of Cuernavaca, in the state of Morelos, Mexico.  Francisco Mendez was named as President, Treasurer, CFO, CEO and Director of the Company.  Yosbani Mendez was named Secretary and Director of the Company.  

The Company was originally incorporated with the intention of opening and operating a plant nursery in the City of Cuernavaca, in the state of Morelos, Mexico.   We recently decided to redirect our business focus towards identifying and pursuing options regarding the development of a new business plan and direction.  We are currently looking for ventures of merit for corporate participation as a means of enhancing stockholder value.  This may involve sales of our equity or debt securities in merger or acquisition transactions.

As of September 30, 2009, we had generated no revenues and have limited operations.  We have sustained losses since inception, June 21, 2006, to September 30, 2009 of $56,866 and rely solely upon the sale of securities and loans from our corporate officers and directors for funding.  

We have a total of 100,000,000 authorized common shares and 100,000,000 authorized preferred shares, both with a par value of $0.001 per share, and have 4,550,000 common shares issued and outstanding as of September 30, 2009.

Our principal offices are located at Privada de Tabasco # 27, Colonia Maravillas, Cuernavaca, Morelos, México 62320, and our telephone number is (305) 394-9730.  Francisco Mendez, our President and director, supplies this office space on a rent free basis.

Patents, Trademarks, Licenses, Agreements or Contracts

There currently have no patents, trademarks, or product licenses, and we have not entered into any vendor agreements or contracts that give rise to any obligations or concessions.

Research and Development Activities and Costs    

We have not undertaken any research and development activities, and have no plans to undertake any research or development in the future, except as it pertains to the search for viable business opportunities.

Employees    

As of December 15, 2009 our only employees are our two executive officers.  

Bankruptcy or Similar Proceedings

The Company has not been involved in any bankruptcy, receivership or similar proceedings.

Reorganizations, Purchases or Sales of Assets

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There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business.

ITEM 1A. RISK FACTORS.

Not Applicable.

ITEM 1B.

UNRESOLVED STAFF COMMENTS.

Not Applicable.

ITEM 2.

PROPERTIES.

The Company uses the home office premises of Francisco Mendez, the President of the Company, on a rent-free basis.  The premises is located at Privada de Tabasco # 27, Colonia Maravillas, Cuernavaca, Morelos, México  62320.  The Company intends to use these premises until we are able to lease the property for the nursery at which time we will utilize an onsite office. The mailing address for the Company is 8567 Coral Way, Suite 198, Miami, FL 33155.  

We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.

ITEM 3.

LEGAL PROCEEDINGS.

Legal Proceedings

In the ordinary course of our business, we may from time to time become subject to routine litigation or administrative proceedings which are incidental to our business.  We are not a party to nor are we aware of any existing, pending or threatened lawsuits or other legal actions involving us.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fourth quarter of the fiscal year covered by this report.

PART II

ITEM 5.

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

Market Information

“Bid” and ”ask” prices for our common stock have been quoted on the Over-The-Counter Bulletin Board (the “OTCBB”) under the symbol “ELQV.OB” since August 30, 2007. However, our stock has never traded.

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As of December 15, 2009, we had 34 shareholders of record of our common stock.

Dividends

We have never declared any cash dividends with respect to our common stock.  Future payment of dividends is within the discretion of our board of directors and will depend on our earnings, capital requirements, financial condition and other relevant factors.  Although there are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our common stock, we presently intend to retain future earnings, if any, for use in our business and have no present intention to pay cash dividends on our common stock.

Recent Sales of Unregistered Securities

During the fiscal year ended September 30, 2009, we issued no equity securities.

ITEM 6.

SELECTED FINANCIAL DATA.

Not applicable.

ITEM 7.

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

Results of Operations

We have generated no revenues since inception (June 21, 2006) and have incurred $56,866 in expenses through September 30, 2009.

The following table provides selected financial data about our company as of and for the year ended September 30, 2009 and 2008.

Balance Sheet Data:		September 30, 2009		September 30, 2008
Cash	$	50,134	$	67,302
Total assets	$	50,134	$	67,302
Total liabilities	$	5,000	$	3,092
Stockholders' Equity	$	45,134	$	64,210

Net cash provided by financing activities since inception through September 30, 2009, was $102,000, consisting from the sale of common stock, $82,000 from independent investors and $20,000 from directors and/or officers of the Company.

Plan of Operation

Our auditors have issued a going concern opinion on our September 30, 2009, audited financial statements, refer to note 5. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to pay for our expenses. This is because we have not generated any revenues and there is no assurance we will ever reach this point. Accordingly, we must raise sufficient capital from other sources. Our only other source for cash at this

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time is investments by others. We must raise cash to stay in business. We raised $82,000 from our private and public offerings. Under these offerings we sold 2,050,000 shares at $0.04 per share to independent shareholders. These shares, together with 2,500,000 shares sold to two directors upon inception for $20,000, brings the total proceeds received from stock sales to $102,000, and the total number of shares issued to 4,550,000 shares.

El Palenque is a development stage company that has no operations, no revenue, no financial backing and limited assets.  We had originally planned to open a plant nursery in Cuernavaca, Mexico and market our products to local residents and businesses via advertising and word of mouth.  Recently, the company decided to redirect its business focus towards identifying and pursuing options regarding the development of a new business plan and direction.  The Company is currently seeking ventures of merit for corporate participation as a means of enhancing stockholder value.  This may involve sales of equity or debt securities in merger or acquisition transactions.

We have minimal operating costs and expenses at the present time due to our limited business activities.  Accordingly, absent changed circumstances, we will not be required to raise significant capital over the next twelve months, although we may do so in connection with or in anticipation of possible acquisition transactions.  We do not currently engage in any product research and development and have no plans to do so in the foreseeable future.  We have no present plans to purchase or sell any plant or significant equipment.  We also have no present plans to add employees although we may do so in the future if we engage in any merger or acquisition transactions.

Liquidity and Capital Resources

We have minimal assets and have achieved no operative revenues since our inception.  We have depended on sales of equity securities to conduct operations.  As of September 30, 2009 and 2008, we had cash of $50,134 and $67,302, current assets of $50,134 and $67,302 and current liabilities of $5,000 and $3,092, respectively.  Unless and until we commence material operations and achieve material revenues, we will remain dependent on financings to continue our operations.

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ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

EL PALENQUE VIVERO, INC.

(A Development Stage Company)

AUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009 and 2008

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EL PALENQUE VIVERO, INC.

(A Development Stage Company)

INDEX TO AUDITED FINANCIAL STATEMENTS

FOR THE PERIOD OF JUNE 21, 2006 (INCEPTION) TO SEPTEMBER 30, 2009

Page(s)

Report of Independent Registered Public Accounting Firm

10

Balance Sheets as of September 30, 2009 and 2008

11

Statements of Operations for the years ended September 30, 2009 and 2008,

and cumulative from June 21, 2006 (Inception) to September 30, 2009

12

Statement of Changes in Stockholders’ Equity for the period of

June 21, 2006 (Inception) to September 30, 2009

13

Statements of Cash Flows for the years ended September 30, 2009 and 2008,
and cumulative from June 21, 2006 (Inception) to September 30, 2009

14

Notes to Audited Financial Statements

15

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SEALE AND BEERS, CPAs

PCAOB & CPAB REGISTERED AUDITORS

www.sealebeers.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

El Palenque Vivero, Inc

(A Development Stage Company)

We have audited the accompanying balance sheets of El Palenque Vivero, Inc (A Development Stage Company) as of September 30, 2009 and 2008, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended September 30, 2009, 2008 and since inception on June 21, 2006 through September 30, 2009. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.  

We conduct our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of El Palenque Vivero, Inc (A Development Stage Company) as of September 30, 2009 and 2008, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended September 30, 2009, 2008 and since inception on June 21, 2006 through September 30, 2009, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 5 to the financial statements, the Company has had a loss from operations of $19,076, an accumulated deficit of $56,866, working capital of $45,134 and has earned no revenues since inception, which raises substantial doubt about its ability to continue as a going concern.  Management’s plans concerning these matters are also described in Note 5.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Seale and Beers, CPA

Seale and Beers, CPAs

Las Vegas, Nevada

December 7, 2009

50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351

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El Palenque Vivero, Inc.

(A Development Stage Company)

Balance Sheets

As of September 30,

	ASSETS
				2009		2008
CURRENT ASSETS
		Cash and cash equivalents	$	50,134	$	67,302
TOTAL ASSETS			$	50,134	$	67,302
	LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
		Accounts payable and accrued liabilities	$	5,000	$	3,092
TOTAL LIABILITIES				5,000		3,092
STOCKHOLDERS’ EQUITY
Capital Stock (Note 3)
		Authorized:
		100,000,000 preferred shares, $0.001 par value
		100,000,000 common shares, $0.001 par value
		Issued and outstanding shares:
		4,550,000 common shares		4,550		4,550
		Additional paid-in capital		97,450		97,450
		Deficit accumulated during the development stage		(56,866)		(37,790)
Total Stockholders’ Equity				45,134		64,210
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	50,134	$	67,302

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

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El Palenque Vivero, Inc.

(A Development Stage Company)

Statements of Operations

						Cumulative from
						Inception
						(June 21, 2006) to
			Year Ended September 30,			September 30,
			2009		2008	2009
REVENUES		$	-	$	-	$	-
OPERATING EXPENSES
	Professional fees		14,599		12,717		45,522
	General and administrative		4,679		6,312		12,376
Total Operating Expenses			19,278		19,029		57,898
Other Income (Expense)
	Interest income		202		830		1,032
Net (Loss) before Income Taxes			(19,076)		(18,199)		(56,866)
Provision for Income Taxes (Note 4)			-		-		-
Net (Loss)		$	(19,076)	$	(18,199)	$	(56,866)
PER SHARE DATA:
	Basic and diluted loss per
	common share	$	(0.00)	$	(0.00)
	Weighted average number of
	common shares outstanding		4,550,000		4,550,000

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

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El Palenque Vivero, Inc.

(A Development Stage Company)

 Statement of Changes in Stockholders’ Equity

For the period of June 21, 2006 (Inception) to September 30, 2009

							Deficit
							Accumulated
					Additional		During the
	Common Stock				Paid-in		Development
	Shares		Amount		Capital		Stage			Total
Inception – June 21, 2006		-	$	-	$	-	$	-	$	-
Common shares issued to a founder
at $0.005 cash per share, June 30, 2006		1,000,000		1,000		4,000		-		5,000
Common shares issued to founders
at $0.01 cash per share, August 1, 2006		1,500,000		1,500		13,500		-		15,000
Loss for the period		-		-		-		(2,631)		(2,631)
Balance – September 30, 2006		2,500,000		2,500		17,500		(2,631)		17,369
Common shares issued for cash
at $0.04 per share, June 1, 2007		2,050,000		2,050		79,950		-		82,000
Loss for the year		-		-		-		(16,960)		(16,960)
Balance – September 30, 2007		4,550,000		4,550		97,450		(19,591)		82,409
Loss for the year		-		-		-		(18,199)		(18,199)
Balance – September 30, 2008		4,550,000		4,550		97,450		(37,790)		64,210
Loss for the year		-		-		-		(19,076)		(19,076)
Balance – September 30, 2009		4,550,000	$	4,550	$	97,450	$	(56,866)	$	45,134

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

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El Palenque Vivero, Inc.

(A Development Stage Company)

Statements of Cash Flows

							Cumulative from
							Inception
							(June 21, 2006) to
				Year Ended September 30,			September 30,
				2009		2008	2009
OPERATING ACTIVITIES
	Net loss		$	(19,076)	$	(18,199)	$	(56,866)
	Changes in Operating Assets and Liabilities:
	Increase in accounts payable and accrued liabilities			1,908		1,492		5,000
		Net Cash Used in Operating Activities		(17,168)		(16,707)		(51,866)
INVESTING ACTIVITIES
		Net Cash Provided by (Used in) Investing Activities		-		-		-
FINANCING ACTIVITIES
	Common stock issued for cash			-		-		102,000
		Net Cash Provided by Financing Activities		-		-		102,000
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS				(17,168)		(16,707)		50,134
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD				67,302		84,009		-
CASH AND CASH EQUIVALENTS AT END OF PERIOD			$	50,134	$	67,302	$	50,134
Supplemental Cash Flow Disclosures:
	Cash paid for Interest		$	-	$	-	$	-
	Cash paid for Income Taxes		$	-	$	-	$	-

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

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El Palenque Vivero, Inc.

(A Development Stage Company)

Notes to Audited Financial Statements

September 30, 2009 and 2008

NOTE 1 -

ORGANIZATION AND DESCRIPTION OF BUSINESS

El Palenque Vivero, Inc. (the “Company”) was incorporated in the State of Nevada on June 21, 2006.  The Company was originally incorporated as El Palenque Nercery, Inc. and changed its name to El Palenque Vivero, Inc. on June 30, 2006.  It is based in Cuernavaca, Morelos Mexico.  The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is September 30.

The Company is a development stage company that intended to open and operate a plant nursery in the state of Morelos, Mexico.  To date, the Company’s activities have been limited to its formation and the raising of equity capital.  

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.  The Company had $50,134 and $67,302 in cash and cash equivalents at September 30, 2009 and 2008, respectively.

Start-Up Costs

In accordance with FASC 720-15-20 “Start-up Activities”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Earnings (Loss) per Share of Common Stock

The Company has adopted FASC 260-10-20, “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

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El Palenque Vivero, Inc.

(A Development Stage Company)

Notes to Audited Financial Statements

September 30, 2009 and 2008

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables.  The Company places its cash and cash equivalents with financial institutions of high credit worthiness.  At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.  The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Foreign Currency Transactions

The Company’s functional currency is the Mexican Peso.  The Company’s reporting currency is the U.S. Dollar.  All transactions initiated in Mexican Pesos are translated to U.S. Dollars in accordance with FASC 830-10-20 “Foreign Currency Translation” as follows:

(i)

Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date;

(ii)

Equity at historical rates; and

(iii)

Revenue and expense items at the average rate of exchange prevailing during the period.

Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity (deficit) as a component of comprehensive income (loss).  Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss).

For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date.  If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period.

No significant realized exchange gains or losses were recorded from inception (June 21, 2006) to September 30, 2009.

Comprehensive Income (Loss)

FASC Topic No. 220, “Comprehensive Income,” establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements.  From inception (May 31, 2006) to September 30, 2009, the Company had no items of other comprehensive income.  Therefore, net loss equals comprehensive loss from inception (May 31, 2006) to September 30, 2009.

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El Palenque Vivero, Inc.

(A Development Stage Company)

Notes to Audited Financial Statements

September 30, 2009 and 2008

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements

In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

Statement of Financial Accounting Standards (“SFAS”) No. 165 (ASC Topic 855), “Subsequent Events”, SFAS No. 166 (ASC Topic 810), “Accounting for Transfers of Financial Assets-an Amendment of FASB Statement No. 140”, SFAS No. 167 (ASC Topic 810), “Amendments to FASB Interpretation No. 46(R),” and SFAS No. 168 (ASC Topic 105), “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles- a replacement of FASB Statement No. 162” were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.

Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605), Multiple Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2009-15 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

NOTE 3 -   CAPITAL STOCK

Authorized Stock

The Company has authorized 100,000,000 common shares and 100,000,000 preferred shares, both with a par value of $0.001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Share Issuance

From inception of the Company (June 21, 2006) to September 30, 2009, the Company has issued 1,000,000 common shares at $0.005 per share, 1,500,000 common shares at $0.01 per share, and 2,050,000 common shares at $0.04 per share, resulting in total proceeds of $102,000 and 4,550,000 common shares issued and outstanding at September 30, 2009. Of these shares, 2,500,000 were issued to directors and officers of the Company and 2,050,000 were issued to independent investors.

There are no preferred shares outstanding.  The Company has issued no authorized preferred shares.  The Company has no stock option plan, warrants or other dilutive securities.

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El Palenque Vivero, Inc.

(A Development Stage Company)

Notes to Audited Financial Statements

September 30, 2009 and 2008

NOTE 4 -

PROVISION FOR INCOME TAXES

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under FASC 718-740-20 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years.

Development stage deferred tax assets arising as a result of net operating loss carryforwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Operating loss carryforwards generated during the period from June 21, 2006 (date of inception) through September 30, 2009 of $56,866 will begin to expire in 2026. Accordingly, deferred tax assets of approximately $19,900 were offset by the valuation allowance, which increased by $6,900 and $6,500 during the year ended September 30, 2009 and 2008, respectively.

The Company follows the provisions of uncertain tax positions as addressed in FASC 740-10-65-1. The Company recognized approximately no increase in the liability for unrecognized tax benefits.

The Company has no tax position at September 30, 2009 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at September 30, 2009. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended development stage activities.

NOTE 5 -

GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  As at September 30, 2009, the Company had a loss from operations of $19,076, an accumulated deficit of $56,866, and working capital of $45,134 and has earned no revenues since inception.  The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending September 30, 2010.

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.

In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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El Palenque Vivero, Inc.

(A Development Stage Company)

Notes to Audited Financial Statements

September 30, 2009 and 2008

NOTE 6 -

SUBSEQUENT EVENT

The Company has evaluated subsequent events from the balance sheet date through December 4, 2009 and determined there are no other events that require disclosure.

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ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On August 6, 2009, the Board of Directors appointed Seale & Beers, CPAs (“Seal & Beers”) as El Palenque Vivero, Inc’s independent auditors for the 2009 fiscal year, replacing Moore & Associates, Chartered (“Moore”).

On August 6, 2009, the Company received notice from Moore announcing their resignation as the Company’s independent auditor effective August 6, 2009.  Furthermore, the Company has been advised that the PCAOB revoked the registration of Moore on August 27, 2009, because of violations of PCAOB rules and auditing standards in auditing the financial statements, PCAOB rules and quality controls standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation with a Board investigation.

For the years ended September 30, 2008 and 2007, there have been no disagreements with Moore on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to Moore’s satisfaction would have caused them to make reference to the subject matter of the disagreement in connection with their reports. For the years ended September 30, 2008 and 2007, there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

ITEM 9A.[T]

CONTROLS AND PROCEDURES

Evaluation of Our Disclosure Controls

Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, Francisco Mendez, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this annual report (the “Evaluation Date”).  Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to us, including our consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.  With the participation of Francisco Mendez, our Chief Executive and Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2009 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework.  Based

20

upon such evaluation, our management concluded that we did maintain effective internal control over financial reporting as of September 30, 2009 based on the COSO framework criteria.

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

Officers’ Certifications

Appearing as exhibits to this Annual Report are “Certifications” of our Chief Executive Officer and Chief Financial Officer.  The Certifications are required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”).  This section of the Annual Report contains information concerning the Controls Evaluation referred to in the Section 302 Certification.  This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2009 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Executive Officers, Directors and Key Employees

Directors serve until the next annual meeting of the stockholders; until their successors are elected or appointed and qualified, or until their prior resignation or removal.  Officers serve for such terms as determined by our board of directors.  Each officer holds office until such officer’s successor is elected or appointed and qualified or until such officer’s earlier resignation or removal.  

The following table sets forth certain information, as of December 15, 2009, with respect to our directors and executive officers.

Name	Positions Held	Age
Francisco Mendez Privada de Tabasco #27 Colonia Maravillas Cuernavaca, Morelos México 62320	Chief Executive and Financial Officer, President, Treasurer and member of the Board of  Director	53
Yosbani Mendez 8567 Coral Way, Ste 198 Miami, FL  33155	Secretary and member of the Board of Directors	38

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Francisco Mendez has held the positions of President, CEO, CFO, Treasurer and director, and Yosbani Mendez the positions of Secretary and director since inception.  They are expected to hold said offices/positions until the next annual meeting of our stockholders.  

Messrs. Mendez are cousins and are our only officers, directors, promoters, and control persons.

Certain biographical information of our directors and officers is set forth below.

Francisco Mendez

Mr. Mendez has a Masters of Sports Training, which he obtained in 1986 from the Instituto Superior de Cultura Fisica Manuel Fajardo, in Havana, Cuba.

Mr. Mendez was a weight lifter in the heavy weight class, where he joined the Cuban national team in 1973 and competed until 1981. He had a distinguished amateur career representing Cuba in many competitions culminating in being the Junior World Champion in 1978, placing eighth in the heavy weight class in the 1976 Olympics in Montreal as a junior age competitor, and finishing fourth in the 1980 Moscow Olympics.

Since 2000, Mr. Mendez has been self-employed businessman, specializing in the residential housing construction market, where he undertakes construction, remodeling, design, and professional landscaping services.  In 2005, he incorporated a Mexican company called Constructora Colibrica S.A. and is the President and sole owner of the company.  This company has two main areas of business, the management and administration of estates and construction.  Through this company, he manages 8 employees for the management and administration; these employees provide maintenance, landscaping and ongoing gardening services for the estates of wealthy individuals. Mr. Mendez, through this company, also does residential speculation construction and remodeling projects.  He has been focused buying residential lots and constructing houses for resale to the middle class in Cuernavaca, Morelos Mexico.

Yosbani Mendez

Mr. Mendez graduated with a Bachelor of Science Degree in Physical Education in 1995, from the Instituto Superior de Educacion Fisica Manuel Fajardo, in Pinar del Rio, Cuba. Mr. Mendez had his Bachelor of Science Degree validated from the University of Central Florida in 1998.

From 2000 until the present, Mr. Mendez has been working for the city of Miami Beach Fire Department, in their Ocean Rescue Division. His responsibility is as a Lifeguard on Miami Beach. Mr. Mendez is the President and sole owner of Hercules One Pool Service Inc., incorporated in Florida. This company provides pool services to clients in the Miami-Dade County.

Employment Agreements

Our officers are our only employees and we do not have any employment agreements with them.

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Term of Office

Our directors are appointed for a period of one year or until such time as their replacements have been elected by our shareholders.  The officers of the Company are appointed by our board of directors and hold office until their resignation or removal.

Audit Committee

We do not have a standing audit committee, an audit committee financial expert, or any committee or person performing a similar function.  We currently have limited working capital and no revenues.  Management does not believe that it would be in our best interests at this time to retain independent directors to sit on an audit committee.  If we are able to raise sufficient financing in the future, then we will likely seek out and retain independent directors and form an audit, compensation committee and other applicable committees.

Board of Directors

Our two directors are our corporate officers.  We do not have an independent director.  We do not pay them for attending board meetings.  They are reimbursed, however, for his expenses, if any, for attendance at meetings of the Board of Directors.  Our Board of Directors may designate from among its members an executive committee and one or more other committees but has not done so to date.  We do not have a nominating committee or a nominating committee charter.  Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders.  To date this has not been a problem as no security holders have made any such recommendations.  Our two directors perform all functions that would otherwise be performed by committees.  Given the present size of our board it is not practical for us to have committees.  If we are able to grow our business and increase our operations we intend to expand the size of our board and allocate responsibilities accordingly.

Compliance with Section 16(a) of the Exchange Act

Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Accordingly, our officers, directors and principal shareholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

Code of Ethics

In 2007 we adopted a Code of Ethics that applies to all of our employees.  A copy of our Code of Ethics was filed as an exhibit to the 10-KSB filed December 13, 2007, and will be provided to any person requesting same without charge.  To request a copy of our Code of Ethics, please make written request to our Secretary c/o El Palenque Vivero, Inc at 8567 Coral Way, Ste 198, Miami, FL 33155.

ITEM 11.

EXECUTIVE COMPENSATION

The following table sets forth information concerning the total compensation paid or accrued by us during the two fiscal years ended September 30, 2009 and 2008 to (i) all individuals that served as our principal executive officer or acted in a similar capacity for us at any time during the fiscal year ended September 30, 2009; (ii) all individuals that served as our principal financial

23

officer or acted in a similar capacity for us at any time during the fiscal year ended September 30, 2009; and (iii) all individuals that served as executive officers of ours at any time during the fiscal year ended September 30, 2009 that received annual compensation during the fiscal year ended September 30, 2009 in excess of $100,000.

Summary Compensation Table

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compen-sation ($)	Change in Pension Value and Non- qualified Deferred Compen-sation Earnings ($)	All Other Compen-sation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Francisco Mendez, Chief Executive and Financial Officer	2009 2008	4,000 5,000	0 0	0 0	0 0	0 0	0 0	0 0	4,000 5,000
Yosbani Mendez Secretary	2009 2008	0 0	0 0	0 0	0 0	0 0	0 0	0 0	0 0

We have not issued any stock options or maintained any stock option or other incentive plans since our inception. We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans. Similarly, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers or any other persons following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of us or a change in a named executive officer’s responsibilities following a change in control.  

Compensation of Directors

None of our directors receive any compensation for serving as such, for serving on committees of the board of directors or for special assignments. During the fiscal year ended September 30, 2009 there were no other arrangements between us and our directors that resulted in our making payments to any of our directors for any services provided to us by them as directors.

Indemnification

Under our bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest.  We may advance expenses incurred in defending a proceeding.  To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees.  With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer

24

or director is judged liable, only by a court order.  The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

ITEM 12.

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

The following table sets forth information with respect to the beneficial ownership of our common stock known by us as of December 15, 2009 by:

·

each person or entity known by us to be the beneficial owner of more than 5% of our common stock;

·

each of our directors;

·

each of our executive officers; and

·

all of our directors and executive officers as a group.

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 such date and all shares of our common stock issuable to such holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by such person at said date which are exercisable within 60 days of December 15, 2009.  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 such power may be shared with a spouse.

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership(1)	Percentage of Class(2)
Francisco Mendez (3) Privada de Tabasco #27, Colonia Maravillas, Cuernavaca, Morelos, Mexico  62320	Common Stock, par value $0.001 per share	1,500,000 Shares (Direct)	33.0%
Yosbani Mendez (3) 8567 Coral Way, # 198 Miami, FL  33155	Common Stock, par value $0.001 per share	1,000,000 Shares (Direct)	22.0%
All officers and directors as a group (2 people)	Common Stock, par value $0.001 per share	2,500,000 Shares (Direct)	55.0%

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(1)

As used herein, the term beneficial ownership with respect to a security is defined by Rule 13d-3 under the Securities Exchange Act of 1934 as consisting of sole or shared voting power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose or direct the disposition of) with respect to the security through any contract, arrangement, understanding, relationship or otherwise, including a right to acquire such power(s) during the next 60 days.  Unless otherwise noted, beneficial ownership consists of sole ownership, voting and investment rights.

(2)

There were 4,550,000 shares of common stock issued and outstanding on December 15, 2009.

(3)

Francisco and Yosbani Mendez are cousins.

Securities Authorized for Issuance Under Equity Compensation Plans

We have not adopted any equity compensation plans since our inception.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, ANDDIRECTOR INDEPENDENCE

In June and August, 2006, we issued a total of 2,500,000 shares of restricted common stock to Francisco and Yosbani Mendez, our then directors and officers.  This was accounted for as an issuance of shares of common stock in the amount of $20,000.  These shares of common stock are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees.

The aggregate fees billed to us by our principal accountant for services rendered during the fiscal years ended September 30, 2009 and 2008 are set forth in the table below:

Fee Category	Fiscal year ended September 30, 2009	Fiscal year ended September 30, 2008
Audit fees (1)	$ 8,500	$ 6,250
Audit-related fees (2)	0	0
Tax fees (3)	500	500
All other fees (4)	0	0
Total fees	$ 9,000	$ 6,750

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(1) Audit fees consist of fees incurred for professional services rendered for the audit of consolidated financial statements, for reviews of our interim consolidated financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.

(2) Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements, but are not reported under “Audit fees.”

(3) Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.

(4) All other fees consist of fees billed for all other services.

Audit Committee’s Pre-Approval Practice.  

We do not have an audit committee.  Our board of directors performs the function of an audit committee.  Section 10A(i) of the Securities Exchange Act of 1934, as amended, prohibits our auditors from performing audit services for us as well as any services not considered to be audit services unless such services are pre-approved by our audit committee or, in cases where no such committee exists, by our board of directors (in lieu of an audit committee) or unless the services meet certain de minimis standards.

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibits

The following exhibits are included as part of this report:

Exhibit No.	SEC Report Reference No.	Description
3.1	3.1	Articles of Incorporation of Registrant (1)
3.2	3.2	By-Laws of Registrant (1)
14.1	14.1	Code of Ethics (2)
21	*	List of Subsidiaries
31.1 / 31.2	*	Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer
32.1 / 32.2	*	Rule 1350 Certification of Chief Executive and Financial Officer

(1)

Filed with the Securities and Exchange Commission on November 22, 2006 as an exhibit, numbered as indicated above, to the Registrant’s registration statement on the

27

Registrant’s Registration Statement on Form SB-2 (file no. 333-138927), which exhibit is incorporated herein by reference.

(2)

Filed with the Securities and Exchange Commission on December 13, 2007 as an exhibit, numbered as indicated above, to the Registrant’s Annual Report on Form 10-KSB for the year ended September 30, 2007, which exhibit is incorporated herein by reference.

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  December 23, 2009

EL PALENQUE VIVERO, INC.

 /s/ Francisco Mendez

By:

Name:

Francisco Mendez

Title:

President

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

Signature	Title	Date
/s/ Francisco Mendez Francisco Mendez	President (principal executive officer), Chief Financial Officer (principal financial officer) and member of the Board of Directors	December 23, 2009
/s/ Yosbani Mendez Yosbani Mendez	Secretary and member of the Board of Directors	December 23 2009

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EXHIBIT 21

SUBSIDIARIES OF REGISTRANT

None