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<SEC-DOCUMENT>0001170022-09-000006.txt : 20090331
<SEC-HEADER>0001170022-09-000006.hdr.sgml : 20090331
<ACCEPTANCE-DATETIME>20090331150236
ACCESSION NUMBER:		0001170022-09-000006
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20081231
FILED AS OF DATE:		20090331
DATE AS OF CHANGE:		20090331

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Ozone Man, Inc.
		CENTRAL INDEX KEY:			0000314227
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-TO DWELLINGS & OTHER BUILDINGS [7340]
		IRS NUMBER:				591947988
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-09908
		FILM NUMBER:		09718214

	BUSINESS ADDRESS:	
		STREET 1:		9454 WILSHIRE BLVD.
		STREET 2:		PENTHOUSE
		CITY:			BEVERLY HILLS
		STATE:			CA
		ZIP:			90212
		BUSINESS PHONE:		8005251698

	MAIL ADDRESS:	
		STREET 1:		9454 WILSHIRE BLVD.
		STREET 2:		PENTHOUSE
		CITY:			BEVERLY HILLS
		STATE:			CA
		ZIP:			90212

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	RPS GROUP INC
		DATE OF NAME CHANGE:	19940818

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DAUPHIN INC
		DATE OF NAME CHANGE:	19940818
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>ozom-10k_123108.txt
<DESCRIPTION>FOR YEAR ENDED DECEMBER 31, 2008
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K

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

     For the fiscal year ended December 31, 2008

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
     SECURITIES AND EXCHANGE ACT OF 1934

                        Commission file number 000-09908

                               THE OZONE MAN, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Florida                                59-1947988
     ------------------------          ------------------------------------
     (State of incorporation)          (I.R.S. Employer Identification No.)

9454 Wilshire Blvd., Penthouse, Beverly Hills, CA                  90212
- -------------------------------------------------                ----------
     (Address of principal executive offices)                    (Zip code)

                Issuer's telephone number, including area code:
                                 (800) 525-1698
                                 --------------

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

Securities registered under Section 12(g) of the Exchange Act:  Common Stock,
par value $.01

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

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ]

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 [X]   No [ ]

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

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

     Large accelerated filer [ ]   Accelerated filer       [ ]
     Non-accelerated filer   [ ]   Small reporting company [X]

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

The aggregate market value of the common stock held by non-affiliates of
the registrant as of the last business day of the Registrant's most recently
completed second fiscal quarter was approximately $34,020,000 based
upon the closing price of registrant's common stock on that date.

As of March 15, 2009 the registrant had 34,509,730 shares of common
stock outstanding.

Documents incorporated by reference:  None.

<PAGE>

                                TABLE OF CONTENTS

                                      PART I

                                                                            Page
Item 1.  Business                                                             2
Item 1A. Risk Factors                                                         6
Item 2.  Properties                                                           9
Item 3.  Legal Proceedings                                                    9
Item 4.  Submission of Matters to a Vote of Security Holders                  10

                                     PART II

Item 5.  Market for Registrant's Common Equity, Related Stockholder
         Matters and Issuer Purchases of Equity Securities                    10
Item 6.  Selected Financial Data (Not Required)                               10
Item 7.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                            11
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
         (Not Required)                                                       12
Item 8.  Financial Statements and Supplementary Data                          12
Item 9.  Changes in and Disagreements With Accountants on
         Accounting and Financial Disclosure                                  13
Item 9A. Controls and Procedures                                              13
Item 9B. Other Information (None)                                             14

                                   PART III

Item 10. Directors, Executive Officers and Corporate Governance               14
Item 11. Executive Compensation                                               15
Item 12. Security Ownership of Certain Beneficial Owners and
         Management and Related Stockholder Matters                           16
Item 13. Certain Relationships and Related Transactions, and
         Director Independence                                                17
Item 14. Principal Accountant Fees and Services                               18
Item 15. Exhibits                                                             18
Signatures                                                                    19


In this registration statement references to "Ozone Man," "we," "us,"
and "our" refer to The Ozone Man, Inc.


                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Securities and Exchange Commission ("SEC") encourages companies
to disclose forward-looking information so that investors can better
understand future prospects and make informed investment decisions.
 This report contains these types of statements.  Words such as "may,"
"will," "expect," "believe," "anticipate," "estimate," "project," or
"continue" or comparable terminology used in connection with any
discussion of future operating results or financial performance identify
forward-looking statements.  You are cautioned not to place undue
reliance on the forward-looking statements, which speak only as of the
date of this report.  All forward-looking statements reflect our present
expectation of future events and are subject to a number of important
factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.

                                        1

<PAGE>

                                      PART I

Item 1. Business

Business
- --------

The Company provides environmental solutions for indoor air pollution
through inspection, air quality testing and indoor cleaning for both single
homes and multi-unit residences and over a broad spectrum of commercial
structures including medical facilities, hotel and motel rooms and schools.
Our products and services may also be used for water treatment in
agriculture, meat processing plants, laundries and dairies.

Products
- --------

Ozone is a pale blue, unstable gas molecule because it consists of 3 atoms,
whereas oxygen is a molecule consisting of 2 oxygen atoms.  This ozone
molecule is so unstable that it quickly breaks away from the other oxygen
atoms.  These lone oxygen atoms go in search of other atoms to re-form
into oxygen.  If it finds a carbon or sulfur molecule, it will break into that
molecule destroying it in the process.  Free oxygen atoms are highly
reactive and they will oxidize or inactivate almost anything including most
viruses, bacteria, and organic and inorganic compounds they contact,
making ozone an enormously powerful disinfectant and oxidizer.  Since
most indoor air pollutants are carbon and sulfur based, ozone will attack
them, leaving only oxygen in their place.  Ozone is a much stronger
oxidizer than common disinfectants such as chlorine and hypochlorite.
The usage of chlorine in many countries has been decreased significantly
due to the possible formation of carcinogenic by-products during the
disinfections process.  In contrast, ozone disinfections using the
Company's methodology does not produce any harmful residues, all of
our technicians wear safety equipment prior to reentry and all micro-
carcasses are vacuumed with HEPA vacuum, all the residual ozone will be
converted back to oxygen in a short time using fans along with open
ventilation. No person, pet or plant is ever exposed to levels greater than
EPA standards. Ozone produced using ultra-violet is considered an
environmentally friendly disinfectant.

Ultraviolet technology uses ultraviolet light to produce ozone, by passing
ambient air over an ultraviolet lamp, which splits oxygen molecules in the
air stream.  Since ozone gas is unstable (a property that gives ozone its
exceptional oxidizing capabilities), ozone cannot be packaged or stored
and must be generated on site.  In most common wastewater treatment
applications, an ozone generator combines with a compact air preparation
unit is utilized to treat the water safely and effectively.

Ozone is a much more powerful oxidizer than chlorine, as ozone
statistically disinfects quicker than chlorine.  Ozone creates none of the
trihalomethanes commonly associated with chlorine compounds, and if
properly matched to the application, ozone will reduce most organic
compounds to carbon dioxide, water and residual heat.  Finally, ozone
eventually returns to oxygen.

Ozone is not to be confused with smog, which is commonly referred to as
ozone.  Low level or surface ozone (smog) is formed when oxygen
combines with volatile organic compounds (nitrogen oxides from motor
vehicles and power plant emissions, solvents, etc.), which then chemically
react in the presence of sunlight and warmth.

Our proprietary UV ozone generators produce nothing but ozone.  Most
other manufacturers of ozone equipment produce nitrous oxides, which
when mixed with moisture become nitric acid, which is dangerous.  The
EPA has determined that the highest level of safe ozone is 0.05 ppm.  Our
high-powered generators produce ozone at lethal levels sometimes
exceeding 15.0 ppm.  This is why people, pets, or plants cannot remain in
the property during our treatments that average 4 or more hours in length.

                                        2

<PAGE>

Industry Summary
- ----------------

Driven by rising demand for clean water, clean air and chemical-free
treatment processes, the global market for ozone technology is projected
to grow at an annual rate of 7.5% through 2012.  The overall global water
treatment market is experiencing rapid growth due to a number of factors
including:

   .  Rapid industrialization and resulting increases in infrastructure spending
   .  Increased awareness and concern for quality water, long-term health and
      environmentally conscious manufacturing processes;
   .  Poor water quality, particularly in developing nations such as
      China and India; and
   .  Water shortages resulting from droughts and shifts in
      population to areas with insufficient water supplies.

Similarly, environmental concerns regarding indoor air quality are driving
demand for air purification products in both the residential and
commercial setting.  While ozone technology has been in existence for
decades, the rising popularity of "green" products and services is
contributing to ozone's growing acceptance.  Unlike chlorine and other
disinfectants, ozone technology employs a chemical-free process that can
be utilized to purify water and air and disinfect a variety of surfaces.
Additionally, because ozone reduces the need for continued use of costly
chemicals, companies are able to reduce expenses and generate a positive
return on investment.  The ability to utilize more environmentally friendly
products and drive higher returns represents a compelling opportunity for
many users of ozone-based products and services.

The Company provides environmentally conscious products to customers
looking for cleaner, more effective solutions for their disinfection and air
treatment needs.  Demand is increasing for non-chemical disinfection
technologies like ultraviolet light and ozone in markets such as
wastewater, dairy, laundry, agriculture, food and beverage manufacturing,
hospitality, medical, process water and pharmaceuticals, where companies
are experiencing pressure to reduce chemical by-products caused by
chlorine gas and liquid chlorine, along with significant energy savings.

Ozone technology, when used in air and water unlike chlorine and other
chemical disinfectants, utilizes a chemical-free process, whereby ozone
molecules are used to safely purify and disinfect the water and air with no
chemical byproducts.  Once the ozone treatment process is complete, only
harmless oxygen is released back into the air and water.  Ozone treatment
also reduces and frequently eliminates the need for costly chemicals used
as disinfectants.

Market
- ------

Recognition of indoor pollution is growing.  The AMA has indicated that
at least 50% of all illnesses are caused or aggravated by indoor air
pollution.  The EPA made indoor pollution among its top five most urgent
environmental issues.  According to the California Air Resources Board,
California alone lost 45 billion dollars due to direct and indirect effects of
indoor air pollution in one year alone.  The Journal of Pediatrics states that
39% of all asthma is caused by poor indoor air and that cleaning those
pollutants would help reduce asthma.  Further, the EPA states that today's
homes contain an estimated 1,500 hazardous compounds from
approximately 3,000 man-made products.  Even low levels of pollutants
emitted by these products can affect human health over a period of months
or years.  Ozone can also be used to kill, inactivate, reduce, and in some
cases eliminate most of the broad causes of indoor pollution such as:
allergens, dust mites, bacteria, residue from pesticides, construction by-
products, inactivates viruses, and smoking and cooking odors.

                                        3

<PAGE>

Accordingly, we seek to position The Ozone Man, Inc. as a leader in the
residential and commercial indoor inspection, air testing and ozone deep
cleaning treatment.  We have developed and acquired a platform of ozone
generator products, services and technologies.  The Ozone Man, Inc.
methodology is a process that purifies the air in a home or building.  This
process eliminates most germs, viruses, bacteria, mildew, and mold
spores, in a multi-process one-day event.  It also eliminates pet odors,
cooking smells, smoking odors, and chemical smells (such as paint, glue,
new carpets, etc.).

The Company sells indoor air quality products that utilize ozone and
ultraviolet technologies to deliver purified air in residential, commercial
and mobile transportation environments.  The Company's systems provide
a protection against the following: odors; airborne microbes, including
bacteria, viruses, mold spores, mildew and fungus; organic compounds;
and inorganic compounds.

Residential Homes.  The Company's target market initially was single-
family homes.  Its products are air purification systems, the Terminator
and its purification filter which use ultraviolet UVC and UVV light.  The
products are installed in the duct in a home's heating and cooling systems
and use UVGI to sterilize most airborne bacteria and viruses, while also
eliminating smoke and odors from pets, cooking and other household
sources to leave behind fresh, clean air.  The Company's products also
address the consumer's growing concern over air quality and offers relief
to individuals who suffer from allergies, asthma and lung disease when
used in conjunction with the Company's filtering systems.

Commercial Facilities.  The Company's Terminator is applicable for use
in hospitals, long-term care facilities, restaurants, bars and hotels.  Like
the residential products, the commercial model is a powerful sterilizer and
odor eliminator and can be installed in the HVAC duct system.

Services
- --------

The Company presently has five service hubs complete with service vans
and certified, trained personnel.  The Company has a seven-day
certification process with a comprehensive operations manual and an
online examination and updating service for its technicians.  In addition to
13 full time employees, the Company employees 29 part time independent
contractors, some of whom are certified trained personnel.

We do indoor inspections and indoor air testing which follows the Indoor
Environment Standards Organization (IESO) guidelines.   This translates
to professional sampling capabilities as well as indoor contamination
inspection certifications.  We inspect and test for any type of indoor
environmental problems.

On February 23, 2008 we purchased from S.C.O. Medallion Healthy
Homes LTD all intellectual property for the Medallion methodology
system and all marketing materials, studies and information required to
operate the system including patents, trademarks, extensions, applications,
copyrights, equipment and technology that specifically relate to the
products and services of the business.  On April 18, 2008 we purchased
from Air Testing and Design, Inc. intellectual property in connection with
our commercial generator system.  This provides us with the ozone
treatment system that is the core of our business model.

We provide indoor pollution maintenance for all buildings.  We call our
system the "Terminator", and it involves installation of a UVGI system in
the air ducts or air conditioning systems.  This purifies the air before it
enters the indoor environment and insures the client of a clean fresh air
supply at all times.  If there is not a forced air or air conditioning
system in the home or building, we have freestanding UV germicidal systems.
Our ozone deep cleaning treatment is a remedy for most indoor pollution.
When extreme contamination problems exist, we may call in other
professionals to assist in the remediation process and/or refer the client
to another source for the solution.

                                        4

<PAGE>

Our ozone deep cleaning treatment involves placing The Ozone Man, Inc.
UV ozone generators throughout an uninhabited home or building.
Depending on the type of contamination, the generators are left running
for 4 hours or longer.  This is the essential time allotted for the ozone to
oxidize all the contaminants in the indoor environment, leaving the space
odor and contaminant free.  This one step process works on  most types of
odors, including smoke, pet, cooking and chemical odors and kills and or
eliminates  most allergens, bacteria and viruses.

Decontaminated space will remain as such, as long as you do not
reintroduce the problem.  Our inspection/testing service will first identify
the problem, and once the source is removed/repaired, the treatment is
then complete and the problem is solved.  However, if you are a smoker
and if you start smoking again in the residence/office and/or you are a pet
owner and you bring the pets back into the residence and/or your residence
building has another leak/water intrusion, the problem will reoccur and
another treatment will be required.  Our UVGI and filtration system helps
maintain the indoor environment and prevent reoccurrences of such
problems. Once our treatment is complete, the indoor environment is a
healthy place to reside or work.

The cost per treatment depends on the size of the dwelling and the type of
contamination.  Residential dwellings cost $.50 per sq ft.  Commercial
jobs generally run around $.67 per sq ft.

The Company intends to target the following four market segments:

HVAC and Filtration.  The Company's short-term plan is to have HVAC
companies sell our units.  The Company's long-term plan is to purchase
and acquire various small HVAC service companies.  In the short term, we
intend to educate key personnel of these companies on the effectiveness,
ease of installation and quality of our system as well as the ability of our
filers to eliminate 99.9% of all particulates and odors in indoor structures.

The locations for these acquisitions shall be in the regions where we
currently have service vans to enable the sales leads of the Terminator and
filtration to assist and educate their client in encouraging the use of our
Ozone Man Deep Cleaning Treatments.  Our HVAC technicians will be
able to buy these units from their wholesalers.

The use of the Terminator and filtration systems have been documented to
reduce energy, increase efficiency and limit cleaning costs of HVAC coils.
As a result, one can expect a 30-40% reduction in energy costs and almost
a complete elimination in coil cleaning costs.

Laundry.  This division would be considered an energy savings division as
there is approximately a 30-40% overall savings with a significant savings
in lesser energy usage and moderate savings due to a reduction of
chemicals/detergent usage.  Primary beneficiaries of the use of the
application of the laundry oxidation system would be hotels, prisons,
nursing homes, and dairy farms.  All of these industries will be pursued
using an outright purchase, rental and/or a lease program including a
shared savings plan.  We have been contacted by about 100 facilities with
interest in our program.  We have hired via broker agreement a team of
two different sales personal totaling 4 to sell and or lease the program.

Hospitality.  This division will be primarily for the use of air and deep
cleaning to make the hospitality-related companies (hotels, motels, etc.)
greener and cleaner prior to the check-in of hotel guests.  Also, as
additional revenue, we will be able to apply the UVGI & filtration system
to these hotels to maintain cleaner air and save in energy costs.

                                        5

<PAGE>

Hospital.  This should be the easiest to penetrate as we have a solution to
healthcare facilities' biggest problem: the spread of airborne contaminants.
Senate Bill 1058-MRSA became effective January 1, 2009.  The
enactment of this bill demonstrates the concern hospitals have for the
spreading of MRSA as we already know that the hospital industry will be
held responsible for any hospital-acquired infection prior to 2009.  Using
our UVGI/filtration products, it enables us to reduce expenses for coil
cleaning, which can range from $500 - $15,000, saving 25 - 30% of
energy costs and reduce unit down time.  Therefore, we will be able to
enhance the well being of staff and patients by delivering clean,
particulate-free air.  We can reduce filtration cots by as much as 50% and
will be able to offer a product that will decontaminate rooms identified
with disease-causing elements.  This is handled by our on staff doctors and
former hospital administrators selling to current hospital administrators
and staff that we already know.

Competitors & Future Competition
- --------------------------------

Although we are unaware of any direct public competition, we believe that
we will be faced with competition from an array of household cleansers,
pesticides, and remediation companies (among others) for our services.
Many retailers market a variety of air purifiers.  The ozone generation
business may lead to multiple competitors and competition.

Employees
- ---------

We currently have 13 employees, all of which are full time.


Item 1A.  Risk Factors

We operate in a rapidly changing environment that involves a number of
risks, some of which are beyond our control.  A number of these risks are
listed below.  These risks could affect actual future results and could cause
them to differ materially from any forward-looking statements we have
made in this Annual Report.  You should carefully consider the risks
described below, as well as the other information set forth in this Form 10-
K.  The risks and uncertainties described below are not the only ones we
face.  Should they materialize, any of the risks described below could
significantly and adversely affect our business, prospects, financial
condition or results of operations.  In that case, the trading price of our
common stock could fall and you may lose all or part of the money you
paid to buy our securities.

Risk Related To Our Business
- ----------------------------

Our independent registered public accounting firm has issued a
- --------------------------------------------------------------
"going concern" opinion.
- ------------------------

Our ability to continue as a going concern is dependent upon our ability to
generate profitable operations in the future and/or to obtain the necessary
financing to meet our obligations and repay our liabilities arising from
normal business operations when they come due. We plan to continue to
provide for our capital requirements by issuing additional equity. No
assurance can be given that additional capital will be available when
required or on terms acceptable to us. We also cannot give assurance that
we will achieve sufficient revenues in the future to achieve profitability
and cash flow positive operations. The outcome of these matters cannot be
predicted at this time and there are no assurances that, if achieved, we will
have sufficient funds to execute our business plan or to generate positive
operating results. Our independent registered public accounting firm has
indicated that these matters, among others, raise substantial doubt about
our ability to continue as a going concern.

                                        6

<PAGE>

No assurance of sales or profitability.
- ---------------------------------------

The Company's business is dependent upon the acceptance of its products
and services as an effective and reliable method to perform indoor air
quality inspection, testing, remediation and maintenance.  The Company's
business is also dependent on the effectiveness of its marketing program to
convince potential clients and potential independent contractors to utilize
its services so that the Company will become profitable.  There can be no
assurance that the public or industry participants will accept the
Company's services, or that the Company will be successful or that its
business will earn any profit.  There can be no assurance that the Company
will earn material revenues or that investors will not lose their entire
investment.  There is no assurance that the Company will operate its
business successfully or that its common stock will have value.  A failure
of the Company's marketing campaign would have a material adverse impact on
its operating results, financial condition and business performance.

Competition.
- ------------

The indoor air quality testing industry is extremely competitive.  The
Company's principal competitors will include other indoor air quality
testers, home inspectors, termite inspectors, and remediation and
abatement companies.  These competitors may have longer operating
histories, greater name recognition, larger installed customer bases, and
substantially greater financial and marketing resources than the Company.
The Company believes that the principal factors affecting competition in
this proposed market include name recognition, and the ability to receive
referrals based on client confidence in the Company's service.  There are
no significant barriers of entry that could keep potential competitors from
opening similar indoor air quality testing facilities.  The Company's
ability to compete successfully in the industry will depend in large part
upon its ability to market and sell its indoor air quality testing and air
remediation services and to respond effectively to changing insurance
industry standards and methodology.  There can be no assurance that the
Company will be able to compete successfully in the indoor air quality
testing and remediation industry, or that future competition will not have a
material adverse effect on the business, operating results, and financial
condition of the Company.

Dependence on key personnel.
- ----------------------------

The Company's success is substantially dependent on the performance of
its executive officers and key employees.  Given the Company's early
stage of operation, the Company is dependent on its ability to retain and
motivate high quality personnel.  Although the Company believes it will
be able to engage qualified personnel for such purposes, an inability to do
so could materially adversely affect the Company's ability to market and
perform its services.  The loss of one or more of its key employees or the
Company's inability to hire and retain other qualified employees could
have a material adverse effect on the Company's business.

Inability to make new business acquisitions.
- --------------------------------------------

In the short-term, the success of the Company's business plan depends
heavily on its ability to make key business acquisitions, and in the longer
term, on its ability to profitably integrate and operate those businesses.
There is no assurance that the Company will be able to find and acquire
the new businesses that it needs to successfully implement its business
plan.  The Company needs to make new business acquisitions in order to
grow at an attractive pace.  A failure of the Company to make the new
business acquisitions that it seeks will likely have an adverse impact on
its operating results, financial condition and business performance.

                                        7

<PAGE>

We may not be able to manage our growth effectively, create
- -----------------------------------------------------------
operating efficiencies or achieve or sustain profitability.
- -----------------------------------------------------------

The ability to manage and operate our business as we execute our growth
strategy will require effective planning.  Rapid growth could strain our
internal resources, leading to a lower quality of customer service,
reporting problems and delays in meeting important deadlines, resulting in
loss of market share and other problems that could adversely affect our
reputation and financial performance.  Our efforts to grow have placed,
and we expect will continue to place, a significant strain on our personnel,
management systems, infrastructure and other resources.  Our ability to
manage future growth effectively will also require us to continue to update
and improve our operational, financial and management controls and
procedures.  If we do not manage our growth effectively, we could be
faced with slower growth and a failure to achieve or sustain profitability.

We may incur significant costs as a result of operating as a public company,
- ----------------------------------------------------------------------------
and our management devotes substantial time to new compliance initiatives.
- --------------------------------------------------------------------------

We may incur significant legal, accounting and other expenses as a public
company, including costs resulting from regulations regarding corporate
governance practices.  Our management and other personnel devote a
substantial amount of time to these compliance initiatives.  Moreover,
these rules and regulations have increased our legal and financial
compliance costs and will make some activities more time-consuming and
costly.  For example, these rules and regulations could make it more
difficult for us to attract and retain qualified persons to serve on our
board of directors or as executive officers.

In addition, the Sarbanes-Oxley Act of 2002 ("SOX") requires, among
other things, that we maintain effective internal control over financial
reporting and disclosure controls and procedures.  For the year ended
December 31, 2008, we performed system and process evaluation and
testing of our internal control over financial reporting to allow
management to report on the effectiveness of our internal control over
financial reporting, as required by Section 404 of the Sarbanes-Oxley Act.
Our testing, or the subsequent testing by our independent registered public
accounting firm in the year ending December 31, 2009, may reveal
deficiencies in our internal control over financial reporting that are
deemed to be material weaknesses.  Our compliance with Section 404 may
require that we incur substantial expense and expend significant
management time on compliance-related issues.  Moreover, if our
independent registered public accounting firm identify deficiencies in our
internal control over financial reporting that are deemed to be material
weaknesses, the market price of our stock would likely decline and we
could be subject to sanctions or investigations by the SEC or other
regulatory authorities, which would require additional financial and
management resources.

There are inherent limitations in all control systems, and
- ----------------------------------------------------------
misstatements due to error or fraud may occur and may not be detected.
- ----------------------------------------------------------------------

While we continue to take action to ensure compliance with the disclosure
controls and other requirements of SOX, there are inherent limitations in
our ability to control all circumstances.  Our management, including our
Chief Executive Officer and Chief Financial Officer, does not expect that
any company's controls, including our own, will prevent all error and all
fraud.  A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the
control system are met.  In addition, the design of a control system must
reflect the fact that there are resource constraints and the benefit of
controls must be evaluated in relation to their costs.  Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, in our Company have been detected.  These inherent limitations
include the realities that judgments in decision making can be faulty and
that breakdowns can occur because of simple errors or mistakes.  Further

                                        8

<PAGE>

controls can be circumvented by individual acts of some persons, by
collusion of two or more persons, or by management override of the
controls.  The design of any system of controls also is based in part upon
certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals
under all potential future conditions.  Over time, a control may be
inadequate because of change in conditions or the degree of compliance
with the policies or procedures may deteriorate.  Because of inherent
limitations in a cost-effective control system, misstatements due to error or
fraud may occur and not be detected.


Risk Related To Our Securities
- ------------------------------

Our stock price is volatile and there is a limited market for our shares.
- -------------------------------------------------------------------------

The stock markets generally have experienced, and will probably continue
to experience, extreme price and volume fluctuations that have affected
the market price of the shares of many small capital companies.  These
fluctuations have often been unrelated to the operating results of such
companies.  Factors that may affect the volatility of our stock price
include the following:

   .  Our success, or lack of success, in developing and marketing our products
      and services;
   .  Our ability to maintain compliance with OTCBB listing requirements;
   .  Our ability to raise the required capital to fund our business;
   .  The announcement of new products, services, or technological innovations
      by us or our competitors;
   .  Changes in the executive leadership of the company;
   .  Quarterly fluctuations of our operating results;
   .  Changes in revenue or earning estimates; and
   .  Competition.

Based on the factors described above, recent trends should not be considered
reliable indicators of our future stock prices or financial results.

Our shares of common stock have been traded on the OTCBB.  There has
been limited trading in our common stock and we cannot give assurances
that such a market will develop further or be maintained.

Investors should not expect the payment of dividends by us.
- -----------------------------------------------------------

We do not expect to pay dividends on our common stock in the
foreseeable future.  Investors who require cash dividends from their
investments should not purchase our common stock or warrants.


Item 2. Properties

The Company leases 1,300 sq ft at 9454 Wilshire Blvd., Beverly Hills, CA
90212 at $72,000 annually, on a month-to-month tenancy, in a
professional office building.  We believe the current facilities are adequate
for the immediate future.


Item 3. Legal Proceedings

We are not a party to any proceedings or threatened proceedings as of the
date of this filing.

                                        9

<PAGE>

Item 4. Submission of Matters to a Vote of Security Holders

We have not submitted a matter to a vote of our shareholders during the
2008 fiscal year.


                                     PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and
        Issuer Purchases of Equity Securities

Market Information
- ------------------

The Company's common stock commenced trading on the OTC Bulletin
Board ("OTCBB") on June 24, 2008.  The following table sets forth, for
the periods indicated, the last sale prices for the common stock as reported
by the OTCBB.

     Period                              High        Low

     Fiscal 2009
          1st Quarter                   $ 9.00     $ 2.35

     Fiscal 2008
          4th Quarter                   $ 9.00     $ 1.80
          3rd Quarter                   $ 3.50     $ 1.01
          2nd Quarter                   $ 2.50     $ 0.40

Holders and Dividends
- ---------------------

As of March 15, 2009 we had 737 shareholders of record holding
34,509,730 common shares.  This number does not include the common
stock recently sold in a private placement as those shares have been
subscribed for, but are not yet issued and outstanding.

We have not paid cash or stock dividends on our common stock.  We have no
present plan to pay any dividends, but intend to reinvest our earnings, if any.

Recent Sales of Unregistered Securities
- ---------------------------------------

On or about February 27, 2009, the Company sold to an accredited
investor, 350,000 common shares and 3,250 Preferred B shares
convertible into 650,000 common shares, at $5.00 per share for total
consideration of $5,000,000.  All other sales of unregistered securities in
fiscal 2008 have been previously reported.

Issuer Purchase of Securities
- -----------------------------

None.


Item 6.  Selected Financial Data

(Not Required)

                                        10

<PAGE>

Item 7. Management's Discussion and Analysis of Financial Condition and
        Results of Operations

Overview
- --------

The Company commenced operations in the fourth quarter of 2007 upon
the acquisition of its operating subsidiary, The Ozone Man, Inc. (Nevada).
The Company provides environmental solutions for indoor air pollution
through inspection, air quality testing and indoor cleaning for both single
homes and multi-unit residences and over a broad spectrum of commercial
structures including medical facilities, hotel and motel rooms and schools.
Our products and services may also be used for water treatment in
agriculture, meat processing plants, laundries and dairies.

In 2008 we began to implement our business plan by acquiring for cash
both the intellectual property and methodology that forms the basis of our
ozone treatment system that is at the core of our plan. We opened five
service hubs around the country in California, New York/New Jersey,
Florida and North Carolina with service vans and certified, trained
personnel and expect to further expand our facilities in 2009.

Results of Operations for the initial period ended December 31, 2008
- --------------------------------------------------------------------

For the year ended December 31, 2008 we recorded revenues of $10,335
from the sale of products and services. However, these revenues are
immaterial with regard to those we expect to generate once we launch our
principal operations. As such we remain a development stage company.
There were no revenues in the period from September 5, 2007 (inception)
through December 31, 2007.

Costs and expenses for the year ended December 31, 2008 totaled
$22,738,246 including $1,090,021 in professional and consulting fees.
Losses from operations were $22,727,911 for the year ended December
31, 2008. However, approximately $20,400,000 of those recorded losses
were in connection with the issuance of preferred stock for services
rendered, a one time non-cash charge. When combined with losses from
the period from inception on September 5, through December 31, 2007 of
$32,860, cumulative development stage losses from operations since
inception to December 31, 2008 total $22,778,439. Additional financing
costs and net interest expense brought our net loss to $22,745,579 and
$22,778,439 for the year ended December 31, 2008 and the period from
September 5, 2007 (inception) through December 31, 2008, respectively.

Liquidity and Capital Resources
- -------------------------------

As of December 31, 2008 we had cash of $367,697 and a working capital
deficit of approximately $465,000. Losses from operations for the year
ended December 31, 2008 were $22,745,579, however, approximately
$21,300,000 of operating expenses charged in 2008 were non-cash
charges related to the value of stock issued for services rendered.
Therefore, cash used in operations was $721,060. In addition, we recently
realized proceeds from the sale of our securities for advertising and
marketing programs.

On February 27, 2009 the Company completed the sale of 350,000 shares
of its common stock and 3,250 shares of Series B Convertible Preferred
Stock for per share purchase prices of $5.00 and $1,000, respectively.
Gross proceeds from the sale were $5,000,000. The terms of sale are
specified in the Subscription Agreement and Stock Purchase Agreement
executed by the Company and Investor.

Under the terms of the Subscription Agreement, the Company created a
new class of preferred stock as Series B Convertible Preferred Stock
("Series B"). The Company is authorized to issue 4,000 shares of its new
Series B preferred stock. The Series B stock is convertible into 200 shares
of the Company's common stock for every share of Series B stock. The
Series B preferred has per share par value of $1,000, carries an annual

                                        11

<PAGE>

cumulative dividend of 7.5% and is senior in liquidation preference to all
other Series of stock. Pursuant to the terms of the Subscription Agreement,
the following restrictions have been stipulated as the use of proceeds:

   .  $3,250,000 for merger and acquisition reserves to be used to
      acquire established independent providers of heating, ventilation
      and air conditioning ("HVAC") sales and services. The Investor
      has no right of approval over any transaction involving the use of
      these funds.

   .  Approximately $1,050,000 is to be used for advertising and marketing
      of the Company's products and services using agencies mutually
      agreeable to the Company and the Investor.

   .  Approximately $500,000 is to be used to develop a direct response
      television campaign to promote the Company's products and
      services. Specifically, the Investor has required that the Company
      use these proceeds to develop, "copyrighted content in the form of
      a health book" using an existing manuscript adapted to a long and
      short form for direct response television marketing.

   .  Approximately $200,000 of the proceeds were used to pay fees and
      expenses related to the transaction including commissions as well
      as legal and professional incurred by Investor related to the
      transaction.

As a result of restrictions on the use of the proceeds, the Company expects
that amounts that have not yet been used as specified will be recorded as
restricted cash and investments (subject to market fluctuation) on its balance
sheets in subsequent periods. We intend to raise the additional funds through
the sale of our securities that we believe it should be sufficient to
implement our business plan through the end of 2009. There is no assurance
additional private placement funds will actually be raised and the failure to
do so will make it more difficult to implement our business plan.

The consolidated financial statements contained in this report have been
prepared on a "going concern" basis, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business.
For the reasons discussed herein, there is a significant risk that we will be
unable to continue as a going concern, in which case, you would suffer a
total loss of your investment in our company.

Off-Balance Sheet Arrangements
- ------------------------------

None.


Item 7A. Quantitative and Qualitative Disclosures About Market Risk

(Not Required)


Item 8. Financial Statements and Supplementary Data

                                        12

<PAGE>





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors and Stockholders
The Ozone Man, Inc. (A Florida Corporation)

We have audited the accompanying consolidated balance sheets of The
Ozone Man, Inc. and Subsidiary (a Development Stage Company) ("the
Company") as of December 31, 2008 and 2007 and the related consolidated
statements of operations, stockholders' deficiency and cash flows for the
year ended December 31, 2008, the period September 5, 2007 (inception)
to December 31, 2007, and the period September 5, 2007 (inception) to
December 31, 2008.  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.
The Company is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting.  Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting.  Accordingly, we
express no such opinion.  Also, an audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Ozone Man, Inc. and
Subsidiary at December 31, 2008 and 2007, and the results of their operations
and their cash flows for the year ended December 31, 2008, the period
September 5, 2007 (inception) to December 31, 2007, and the period
September 5, 2007 (inception) to December 31, 2008 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company has incurred a net loss for the year
ended December 31, 2008, has had minimal revenues for the year ended
December 31, 2008 and has not commenced planned principal operations.
In addition, at December 31, 2008 the Company had a working capital
deficiency and a stockholders' deficiency. These factors raise substantial
doubt about the Company's ability to continue as a going concern.
Management's plans regarding those matters are also described in Note 2.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

                                             WOLINETZ, LAFAZAN & COMPANY, P.C.

Rockville Centre, New York
March 27, 2009

                                       F-1

<PAGE>

                       The Ozone Man, Inc. and Subsidiary
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS

                    ASSETS                                   December 31,
                    ------                            --------------------------
                                                          2008          2007
                                                      ------------  ------------
Current Assets:
- ---------------
   Cash and Cash Equivalents                          $   367,697   $     3,095
   Accounts Receivable                                      4,590             -
   Prepaid Expenses                                        18,710             -
                                                      ------------  ------------
        Total Current Assets                              390,997         3,095
                                                      ------------  ------------
Property and Equipment - net                              372,990             -
                                                      ------------  ------------
Other Assets:
- -------------
   Intangible Assets                                      111,100             -
   Security Deposits                                        6,620             -
                                                      ------------  ------------
        Total Other Assets                                117,720             -
                                                      ------------  ------------
TOTAL ASSETS                                          $   881,707   $     3,095
                                                      ============  ============

     LIABILITIES AND STOCKHOLDERS' DEFICIENCY
     ----------------------------------------

Current Liabilities:
- --------------------
   Accounts Payable and Accrued Expenses              $   175,327   $     6,857
   Convertible Note Payable - Related Party,
     Net of Discount                                            -        10,556
   Accrued Officers Compensation                          546,536             -
   Notes Payable - Current Portion                         43,976             -
   Other Payables                                               -        10,000
   Dividends Payable on Preferred Convertible Stock        90,667             -
                                                      ------------  ------------
        Total Current Liabilities                         856,506        27,413

Long-term Liabilities:
- ----------------------
   Non-Current Portion of Notes Payable - Other            66,365             -
                                                      ------------  ------------
        Total Liabilities                                 922,871        27,413
                                                      ------------  ------------

COMMITMENTS AND CONTINGENCIES

Stockholders' Deficiency:
- -------------------------
   Cumulative Convertible Preferred Stock,
     $25 par value, 1,000,000 shares authorized,
     510,000 shares issued and outstanding             12,750,000             -
   Common Stock, $.01 par value, 75,000,000
     shares authorized; shares issued and
     outstanding 34,474,515 shares in 2008 and
     34,940,437 shares in 2007                            344,744       349,404
   Additional Paid-in Capital                          10,103,960        29,900
   Accumulated Deficit                                   (370,762)     (370,762)
   Accumulated Deficit During the Development Stage   (22,869,106)      (32,860)
                                                      ------------  ------------
        Total Stockholders' Deficiency                    (41,164)      (24,318)
                                                      ------------  ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY        $   881,707   $     3,095
                                                      ============  ============

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

                                       F-2

<PAGE>

                       The Ozone Man, Inc. and Subsidiary
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENT OF OPERATIONS


<TABLE>
<CAPTION>
                                                                 For the        For the
                                                               Period From    Period From
                                                              Sept. 5, 2007  Sept. 5, 2007
                                                  For the      (Inception)    (Inception)
                                                Year Ended       through        through
                                               December 31,    December 31,   December 31,
                                                    2008           2007           2008
                                               -------------  -------------  -------------
<S>                                            <C>            <C>            <C>

Sales - Net:                                   $     10,335   $          -   $     10,335
- ------------                                   -------------  -------------  -------------

Costs and Expenses:
- -------------------

     Professional and Consulting Fees             1,090,021         13,875      1,103,896
     Merger Expense                                       -         25,000         25,000
     Other General and Administrative Expenses   21,648,225          8,429     21,656,654
                                               -------------  -------------  -------------
          Total Costs and Expenses               22,738,246         47,304     22,785,550
                                               -------------  -------------  -------------
Loss from Operations                            (22,727,911)       (47,304)   (22,775,215)
                                               -------------  -------------  -------------

Other Income (Expenses):
- ------------------------

     Financing Costs                                (14,444)       (10,556)       (25,000)
     Forgiveness of Debt                                  -         25,000         25,000
     Interest Income (Expense)                       (3,224)             -         (3,224)
                                               -------------  -------------  -------------
          Total Other Income (Expenses)             (17,668)        14,444         (3,224)
                                               -------------  -------------  -------------

Net Loss                                       $(22,745,579)  $    (32,860)  $(22,778,439)
                                               =============  =============  =============

Loss attributable to common stockholders
     Net Loss                                  $(22,745,579)  $    (32,860)  $(22,778,439)
     Preferred stock dividend                        90,667              -         90,667
                                               -------------  -------------  -------------
     Loss atributable to common stockholders   $(22,836,246)  $    (32,860)  $(22,869,106)
                                               =============  =============  =============

Net Loss per Common Share - Basic and Diluted  $      (0.66)  $      (0.00)
                                               =============  =============

Weighted Average Common Shares Outstanding -
  Basic and Diluted                              34,391,534     34,935,367
                                               =============  =============
</TABLE>

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

                                       F-3

<PAGE>

                       The Ozone Man, Inc. and Subsidiary
                          (A Development Stage Company)
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
       FOR THE PERIOD SEPTEMBER 5, 2007 (INCEPTION) TO DECEMBER 31, 2008

<TABLE>
<CAPTION>
                                                                                                        DEFICIT
                                                                                                      ACCUMULATED
                                PREFERRED STOCK          COMMON STOCK       ADDITIONAL                   IN THE
                              --------------------  ----------------------    PAID-IN    ACCUMULATED  DEVELOPMENT
                              SHARES      AMOUNT       SHARES      AMOUNT     CAPITAL     DEFICIT        STAGE          TOTAL
                              -------  -----------  ------------ --------- ------------  ----------  -------------  -------------
<S>                           <C>      <C>          <C>          <C>       <C>           <C>         <C>            <C>
Balance - September 5, 2007         -  $         -            -  $      -  $         -   $       -   $          -   $          -

Sale of Common Stock to
Founders of Ozone - NV              -            -   30,000,000     3,000       27,000           -              -         30,000

Issuance of Common Stock in
Connection with Reverse
Acquisition                         -            -   34,250,000   342,500     (342,500)          -              -              -

Effect of Recapitalization          -            -      680,437     6,804      312,500    (370,762)             -        (51,458)
                                                    (30,000,000)   (3,000)       3,000           -              -              -

Issuance of Common Stock for
Services at $.50 per share
at November 1, 2007                 -            -       10,000       100        4,900           -              -          5,000

Beneficial Conversion Feature       -            -            -         -       25,000           -              -         25,000

Net Loss for the Period
September 5, 2007 (Inception)
to December 31, 2007                -            -            -         -            -           -        (32,860)       (32,860)
- ----------------------------  -------  -----------  ------------ --------- ------------  ----------  -------------  -------------
Balance - December 31, 2007         -  $         -   34,940,437  $349,404  $    29,900   $(370,762)  $    (32,860)  $    (24,318)
- ----------------------------  -------  -----------  ------------ --------- ------------  ----------  -------------  -------------
Return of Common Stock in
Connection with Reverse
Acquisition                         -            -      (42,475)     (425)         425           -              -              -

Issuance of Common Stock
Pursuant to a Private
Placement at $.20 per share
during the period
January 23, 2008 -
July 7, 2008                        -            -    2,750,000    27,500      522,500           -              -        550,000

Issuance of Common Stock
Pursuant to a Private
Placement at $.50 per share
at July 2, 2008                     -            -      100,000     1,000       49,000           -              -         50,000

Issuance of Common Stock
Pursuant to a Private
Placement at $.90 per share
during the period
September 3, 2008 -
October 15, 2008                    -            -      971,553     9,715      864,685           -              -        874,400

Issuance of Common Stock
Pursuant to a Private
Placement at $1.00 per share
At September 3, 2008                -            -       25,000       250       24,750           -              -         25,000

Issuance of Common Stock for
services at $.20 per share
at April 14, 2008                   -            -      310,000     3,100       58,900           -              -         62,000

Issuance of Common Stock for
services at $2.00 per share
at August 15, 2008                  -            -      420,000     4,200      835,800           -              -        840,000

Issuance of Common Stock
upon Conversion of
Convertible Debt at
$.0125 per share                    -            -    2,000,000    20,000        5,000           -              -         25,000

Issuance of Convertible
Preferred Stock to Related
Party for Services Rendered   510,000   12,750,000            -         -    7,650,000           -              -     20,400,000

Repurchase and Retirement of
Common Stock at $.001
per share at June 27, 2008          -            -   (7,000,000)  (70,000)      63,000           -              -         (7,000)

Dividends on Cumulative
Convertible Preferred Stock
as of December 31, 2008             -            -            -         -            -           -        (90,667)       (90,667)

Net Loss for the year ended
December 31, 2008                   -            -            -         -            -           -    (22,745,579)   (22,745,579)
- ----------------------------  -------  -----------  ------------ --------- ------------  ----------  -------------  -------------
Balance - December 31, 2008   510,000  $12,750,000   34,474,515  $344,744  $10,103,960   $(370,762)  $(22,869,106)  $    (41,164)
============================  =======  ===========  ============ ========= ============  ==========  =============  =============
</TABLE>


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

                                       F-4

<PAGE>

                       The Ozone Man, Inc. and Subsidiary
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                 For the        For the
                                                               Period From    Period From
                                                              Sept. 5, 2007  Sept. 5, 2007
                                                  For the      (Inception)    (Inception)
                                                Year Ended       through        through
                                               December 31,    December 31,   December 31,
                                                    2008           2007           2008
                                               -------------  -------------  -------------
<S>                                            <C>            <C>            <C>

OPERATING ACTIVITIES

Net (Loss)                                     $(22,745,579)  $    (32,860)  $(22,778,439)

Adjustments to reconcile net (loss) to net
  cash (used) by operating activities:
    Depreciation                                     32,987              -         32,987
    Amortization of Debt Discount                    14,444         10,556         25,000
    Common and Preferred Stock Issued
      for Services                               21,302,000          5,000     21,307,000
    Debt Forgiveness                                      -        (25,000)       (25,000)

Changes in Operating Assets and Liabilities:
    (Increase) in Security Deposits                  (6,620)             -         (6,620)
    (Increase) in Accounts Receivable                (4,590)             -         (4,590)
    (Increase) in Prepaid Insurance                 (18,710)             -        (18,710)
    Increase in Accounts Payable and
      Accrued Expenses                              705,007          5,399        710,406
                                               -------------  -------------  -------------
Net Cash (Used) in Operating Activities            (721,061)       (36,905)      (757,966)
                                               -------------  -------------  -------------

INVESTING ACTIVITIES

Capital Expenditures                               (405,977)             -       (405,977)
Purchase of Intangible Assets                      (111,100)             -       (111,100)
                                               -------------  -------------  -------------
Net Cash (Used) in Investing activities            (517,077)             -       (517,077)
                                               -------------  -------------  -------------

FINANCING ACTIVITIES

Proceeds from the Sale of Common Stock            1,499,400         30,000      1,529,400
Purchase of Cancelled Common Stock                   (7,000)             -         (7,000)
Proceeds of Note Payable - Other (Net)              120,340              -        120,340
(Payment) Proceeds of Other Payable                 (10,000)        10,000              -
                                               -------------  -------------  -------------
Net Cash Provided by Financing Activities         1,602,740         40,000      1,642,740
                                               -------------  -------------  -------------
NET CHANGE IN CASH AND CASH EQUIVALENTS             364,602          3,095        367,697
                                               -------------  -------------  -------------
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD       3,095              -              -
                                               -------------  -------------  -------------
CASH AND CASH EQUIVALENTS - END OF PERIOD      $    367,697   $      3,095   $    367,697
                                               =============  =============  =============

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid during the period for:

Interest expense                               $      6,191                  $      6,191
                                               =============                 =============

Supplemental Disclosures of Cash Flow Information:

Non Cash Financing Activities:

    Issuance of Note Payable - Related Party
      as payment of Accounts Payable           $          -   $     25,000   $     25,000
                                               =============  =============  =============
    Issuance of 34,250,000 shares of Common
      Stock in Connection with Reverse
      Acquisition (Recapitalization)           $          -   $    342,500   $    342,500
                                               =============  =============  =============
    Dividends payable on preferred stock       $     90,667   $          -   $     90,667
                                               =============  =============  =============
    Discount on Convertible Debt               $          -   $     25,000   $     25,000
                                               =============  =============  =============
    Return of Overissuance of Shares Related
      to Recapitalization                      $        425   $          -   $        425
                                               =============  =============  =============
</TABLE>


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

                                       F-5

<PAGE>

                       THE OZONE MAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - Summary of Significant Accounting Policies

                                  Organization

The Ozone Man, Inc. ("Ozone-FL") was originally incorporated in the
state of Florida in 1979 as Dauphin, Inc. ("Dauphin").  On June 27, 1994
Dauphin, through an exchange agreement, acquired 100% of the
outstanding common stock of RPS Executive Limousines, Ltd., a privately
held New York Corporation ("RPS Limo").  On July 19, 1994, Dauphin
changed its name to RPS Enterprises, Ltd. and effected a one-for-three
reverse split of its common stock.  In addition, the Certificate of
Incorporation was amended to (a) increase the number of authorized
common shares, $.01 par value, from 10,000,000 shares to 20,000,000
shares and (b) to create 1,000,000 shares of a new series of cumulative
convertible $25.00 preferred stock, with semi-annual dividends of $2.00
per share.  The acquisition resulted in the RPS Limo shareholder emerging
with a larger portion of voting rights of the combined company.
Accordingly, the transaction was treated for accounting purposes as a
reverse acquisition.

In August 2002, certain investors purchased the majority of prior
management's stock and changed the name from RPS Enterprises Ltd. to
RPS Group, Inc. ("RPS Group").  In October 2002 RPS Group sold back
the operating subsidiary (RPS Limo) to prior management.  RPS Group
was a shell company with no significant assets or operations since 2002.

On September 5, 2007, The Ozone Man, Inc. was incorporated in the State
of Nevada ("Ozone-NV").  On October 15, 2007, RPS Group, Inc filed
with the State of Florida, an amendment to its Articles of Incorporation
changing its name to The Ozone Man, Inc. ("Ozone-FL") and increased its
authorized common shares from 20,000,000 to 75,000,000 shares. In
addition Ozone-FL executed a 1:20 stock split.

On October 17, 2007, pursuant to a Definitive Agreement and Plan of
Reorganization, Ozone-FL acquired 100% of the issued and outstanding
common shares of Ozone-NV in exchange for 34,250,000 shares of
Ozone-FL's common stock (as amended) and $25,000 cash consideration.
The combination of the two companies is recorded as a recapitalization of
Ozone-NV pursuant to which Ozone-NV is treated as the continuing entity
although Ozone-FL is the legal acquirer. Accordingly, the Company's
historical financial statements are those of Ozone-NV. Ozone-FL and
Ozone-NV are hereafter collectively referred to as "the Company".

                             Description of Company

The Company provides environmental solutions for indoor air pollution
through inspection, air quality testing and indoor cleaning for both single
homes and multi-unit residences and over a broad spectrum of commercial
structures including medical facilities, hotel and motel rooms and schools.
Our products and services may also be used for water treatment in
agriculture, meat processing plants, laundries and dairies.

The Company has not yet generated significant revenues from planned
principal operations and is considered a development stage company as
defined in Statement of Financial Accounting Standards ("SFAS") No. 7.

                          Principles of Consolidation

The accompanying financial statements include the accounts of The
Ozone Man, Inc. (a Florida Corporation) (Parent) and its wholly owned
subsidiary, The Ozone Man, Inc. (a Nevada Corporation). All significant
intercompany accounts and transactions have been eliminated in consolidation.

                                       F-6

<PAGE>

                       THE OZONE MAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - Summary of Significant Accounting Policies (continued)

                            Cash and Cash Equivalents

For the purposes of the statement of cash flows, the Company considers
all highly-liquid investments purchased with a maturity of three months or
less to be cash equivalents.

                               Revenue Recognition

For revenue from product sales, the Company recognized revenue in
accordance with Staff Accounting Bulletin No. 104, "Revenue
Recognition" (SAB No. 104), which superseded Staff Accounting Bulletin
No. 101, "Revenue Recognition in Financial Statements" (SAB No. 101).
SAB No. 104 requires that four basic criteria must be met before revenue
can be recognized: (1) persuasive evidence of an arrangement exists; (2)
delivery has occurred; (3) the selling price is fixed and determinable; and
(4) collectibility is reasonably assured.  Determination of criteria (3) and
(4) are based on management's judgment regarding the fixed nature of the
selling prices of the products delivered and the collectibility of those
amounts.  Provisions for discounts and rebates to customers, estimated
returns and allowance, and other adjustments will be provided for in the
same period the related sales are recorded.

                                Advertising Costs

The Company's policy is to charge advertising costs to operations as
incurred. The Company incurred advertising costs of $17,494 and $0 for
the year ended December 31, 2008, and the period September 5, 2007
(inception) to December 31, 2007, respectively.

                                  Income Taxes

The Company accounts for income taxes using the asset and liability
method described in SFAS No. 109, "Accounting For Income Taxes", the
objective of which is to establish deferred tax assets and liabilities for the
temporary differences between the financial reporting and the tax bases of
the Company's assets and liabilities at enacted tax rates expected to be in
effect when such amounts are realized or settled. A valuation allowance
related to deferred tax assets is recorded when it is more likely than not
that some portion or all of the deferred tax assets will not be realized.

                                 Loss Per Share

The computation of loss per share is based on the weighted average
number of common shares outstanding during the periods presented.
Diluted loss per common share is the same as basic loss per common share
as the effect of any potentially dilutive securities outstanding (convertible
Series of stock, options and warrants) would be anti-dilutive and has
therefore, been excluded from the computation. As of December 31, 2008
there were 510,000 shares of Convertible Preferred Stock outstanding at a
conversion rate of five common shares for every preferred share (2,550,000
common stock) and there were no options or warrants outstanding.  The common
stock issued and outstanding has been included from September 5, 2007
(inception) with respect to the effect of the recapitalization.

                                       F-7

<PAGE>

                       THE OZONE MAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - Summary of Significant Accounting Policies (continued)

                             Property and Equipment

Property and equipment is stated at cost. Depreciation is computed using
the straight-line method over the estimated useful lives of the related
assets, which approximate three to five years.

                             Accounting Estimates

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

                      Fair Value of Financial Instruments

The carrying value of cash, accounts receivable and accounts payable
approximates fair value because of the immediate or short-term maturity of
these financial instruments.

                            Research and Development

Research and development costs will be charged to operations as incurred.
There were no research and development costs during the year ended
December 31, 2008 and the period ended September 5, 2007 (inception) to
December 31, 2007.

                            Stock Based Compensation

The Company has adopted SFAS 123(R), "Share-Based Payment," which
supersedes APB Opinion No. 25, "Accounting for Stock Issued to
Employees" and eliminates the intrinsic value method that was provided in
SFAS 123, "Accounting for Stock-Based Compensation" for accounting
of stock-based compensation to employees. The Company currently has
one active stock-based compensation plan, which was adopted and
approved by the Company's Board of Directors on November 17, 2008
and is subject to stockholder approval. That Plan is The Ozone Man, Inc.
Stock Option and Restricted Stock Plan (the "Plan"). The Plan calls for the
Company through a committee of its Board of Directors, to issue up to
2,500,000 shares of restricted common stock or stock options. The
Company generally issues grants to its employees, consultants, and board
members. Stock options are granted with an exercise price equal to the
closing price of its common stock on the date of grant with a term no
greater than 10 years. Generally, stock options vest over two to four years.
Incentive stock options granted to shareholders who own 10% or more of
the Company's outstanding stock are granted at an exercise price that may
not be less than 110% of the closing price of the Company's common
stock on the date of grant and have a term no greater than five years. At
the date of grant, the Company determines the fair value of the stock
option award and recognizes compensation expense over the requisite
service period, which is generally the vesting period of the award. The fair
value of the stock option award is calculated using the Black-Scholes option-
pricing model.  As of December 31, 2008, there have been no grants made
pursuant to the Plan. The Company made no employee stock-based compensation
grants during the period September 5, 2007 (inception) to December 31, 2008.

                                       F-8

<PAGE>

                       THE OZONE MAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - Summary of Significant Accounting Policies (continued)

                        Impairment of Long-Lived Assets

The Company reviews the carrying value of the long-lived assets (intangibles)
periodically to determine if facts and circumstances exist that would
suggest that assets might be impaired or that the useful lives should be
modified. Among the factors the Company considers in making the
evaluation are changes related to the following:

   .  A significant decrease in market price.
   .  A significant adverse change in how an intangible asset is being
      used or in its physical condition.
   .  A significant adverse change in legal factors or in the business climate.
   .  An accumulation of costs significantly higher than the amount
      originally expected for the acquisition or construction of an asset.
   .  A current-period loss combined with a history of losses or a
      projection of continuing losses associated with the asset.
   .  A realization that the asset will be disposed of significantly before
      the end of its estimated useful life.

                    Recently-Enacted Accounting Standards

In September 2006, the Financial Accounting Standards Board ("FASB")
issued SFAS No.157, "Fair Value Measurements," which is effective for
fiscal years beginning after November 15, 2007. The Statement defines
fair value, establishes a frame work for measuring fair value in accordance
with Generally Accepted Accounting Principles, and expands disclosures
about fair value measurements. The Statement codifies the definition of
fair value as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. The standard clarifies the principle that fair value
should be based on the assumptions market participants would use when
pricing the asset or liability and establishes a fair value hierarchy that
prioritizes the information used to develop those assumptions. The
adoption did not have a material impact on the Company's financial
position and results of operations.

In February 2007, the FASB issued SFAS No. 159 "The Fair Value
Opinion for Financial Assets and Financial Liabilities-Including an
amendment of FASB Statement No. 115" ("SFAS No. 159"), which
permits entities to choose to measure many financial instruments and
certain other items at fair value. The fair value option established by this
Statement permits all entities too choose to measure eligible items at fair
value at specified election dates. A business entity shall report unrealized
gains and losses on items for which the fair value option has been elected
in earnings at each subsequent reporting date. Adoption is required for
fiscal years beginning after November 15, 2007. Early adoption is
permitted as of the beginning of a fiscal year that begins on or before
November 15, 2007, provided the entity also elects to apply the provisions
of SFAS No. 159. The adoption did not have a material impact on the
Company's financial position and results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007) "Business
Combinations" ("SFAS 141R"). SFAS 141R changes accounting for acquisitions
that close beginning in 2009 in a number of areas including the treatment of
contingent consideration, contingencies, acquisition costs, in-process
research and development and restructuring costs. More transactions and
events will qualify as business combinations and will be

                                       F-9

<PAGE>

                       THE OZONE MAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - Summary of Significant Accounting Policies (continued)

accounted for at fair value under the new standard. SFAS 141R promotes
greater use of fair values in financial reporting. In addition, under SFAS
141R, changes in deferred tax asset valuation allowances and acquired
income tax uncertainties in a business combination after the measurement
period will impact income tax expense. Some of the changes will
introduce more volatility into earnings. SFAS 141R is effective for fiscal
years beginning on or after December 15, 2008. SFAS 141R will have an
impact on accounting for any business acquired in the future.

In December 2007, the FASB issued SFAS No. 160 "Noncontrolling
Interests in Consolidated Financial Statements, an amendment of ARB
No. 51" ("SFAS 160"). SFAS 160 will change the accounting and
reporting for minority interests, which will be recharacterized as
noncontrolling interests (NCI) and Seriesified as a component of equity.
This new consolidation method will significantly change the accounting
for transactions with minority interest holders. SFAS 160 is effective for
fiscal years beginning after December 15, 2008. SFAS 160 would have an
impact on the presentation and disclosure of the noncontrolling interests of
any non-wholly owned business acquired in the future.

In December 2008, the FASB issued FASB Staff Positions ("FSP") SFAS
No. 140-4 and FASB Interpretation Number ("FIN") No. 46R-8,
"Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities" (FSP SFAS No. 140-4
and FIN No. 46R-8). This statement increases the disclosure requirements
regarding continuing involvement with financial assets that have been
transferred, as well as the company's involvement with variable interest
entities. The FSP is effective for financial statements issued for interim
periods ending after Dec. 15, 2008. The adoption of this pronouncement is
not expected to have a significant effect on its financial statements.

In February 2008, the FASB issued FSP No. 157-1 "Application of FASB
Statement No. 157 to FASB Statement No.13 and other Pronouncements
that Address Fair Value Measurements for Purposes of Lease
Seriesification or Measurement under Statement 13" and No. 157-2
"Effective Date of FASB No. 157", which remove leasing transactions
from the scope of SFAS No. 157 and defer its effective date for one year
relative to certain nonfinancial assets and liabilities. As a result, the
application of the definition of fair value and related disclosures of SFAS
No. 157 (as impacted by these two FSP's) was effective for the Company
beginning January 1, 2008 on a prospective basis with respect to fair value
measurements of (a) nonfinancial assets and liabilities that are recognized
or disclosed at fair value in the Company's financial statements on a
recurring basis (at least annually) and (b) all financial assets and
liabilities. This adoption did not have a material impact on the Company's
results of operations or financial condition. The remaining aspects of SFAS
No. 157 for which the effective date was deferred under FSP No. 157-2 are
currently being evaluated by the company.

Areas impacted by the deferral relate to nonfinancial assets and liabilities
that are measured at fair value, but are recognized or disclosed at fair
value on a nonrecurring basis. This deferral applies to such items as
nonfinancial assets and liabilities initially measured at fair value in a
business combination (but not measured at fair value in subsequent
periods) or nonfinancial long-lived asset groups measured at fair value for
an impairment assessment. The effects of these remaining aspects of
SFAS No. 157 are to be applied to fair value measurements prospectively
beginning January 1, 2009. The Company does not expect them to have a
material impact on the Company's results of operations or financial
condition. In October 2008, the FASB issued FSP No. 157-3,
"Determining the Fair Value of a Financial Asset When the Market for
That Asset is Not Active" (FSP 157-3). FSP 157-3 clarifies the application
of SFAS 157, which the Company adopted as of January 1, 2008, in cases where
a market is not active. The Company has considered FSP 157-3 in its
determination of estimated fair values as of December 31, 2008, and the
impact was not material.

                                       F-10

<PAGE>

                       THE OZONE MAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - Summary of Significant Accounting Policies (continued)

In March 2008, the FASB issued SFAS No. 161, "Disclosures about
Derivative Instruments and Hedging Activities-an amendment of FASB
Statement No. 133," (SFAS "161") as amended and interpreted, which
requires enhanced disclosures about an entity's derivative and hedging
activities and thereby improves the transparency of financial reporting.
Disclosing the fair values of derivative instruments and their gains and
losses in a tabular format provides a more complete picture of the location
in an entity's financial statements of both the derivative positions existing
at period end and the effect of using derivatives during the reporting
period. Entities are required to provide enhanced disclosures about
(a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement
133 and its related interpretations, and (c) how derivative instruments and
related hedged items affect an entity's financial position, financial
performance, and cash flows. SFAS No. 161 is effective for financial
statements issued for fiscal years and interim periods beginning after
November 15, 2008. Early adoption is permitted, but not expected.
Management is evaluating the potential effect this guidance may have on
the Company's financial condition and results of operations.

In April 2008, the FASB issued FSP SFAS No. 142-3, which amends the
factors that must be considered in developing renewal or extension
assumptions used to determine the useful life over which to amortize the
cost of a recognized intangible asset under SFAS No. 142, "Goodwill and
Other Intangible Assets." The FSP requires an entity to consider its own
assumptions about renewal or extension of the term of the arrangement,
consistent with its expected use of the asset, and is an attempt to improve
consistency between the useful life of a recognized intangible asset under
SFAS No. 142 and the period of expected cash flows used to measure the
fair value of the asset under SFAS No. 141, "Business Combinations."
The FSP is effective for fiscal years beginning after December 15, 2008,
and the guidance for determining the useful life of a recognized intangible
asset must be applied prospectively to intangible assets acquired after the
effective date. The FSP is not expected to have a significant impact on the
Company's results of operations, financial condition or liquidity.

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of
Generally Accepted Accounting Principles." The statement is intended to
improve financial reporting by identifying a consistent hierarchy for
selecting accounting principles to be used in preparing financial
statements that are prepared in conformance with generally accepted
accounting principles. Unlike Statement on Auditing Standards
(SAS) No. 69, "The Meaning of Present Fairly in Conformity With
GAAP," FAS No. 162 is directed to the entity rather than the auditor. The
statement is effective 60 days following the SEC's approval of the Public
Company Accounting Oversight Board (PCAOB) amendments to AU
Section 411, "The Meaning of Present Fairly in Conformity with GAAP,"
and is not expected to have any impact on the Company's results of
operations, financial condition or liquidity.

In June 2008, FASB issued FSP Emerging Issues Task Force
(EITF) No. 03-6-1, "Determining Whether Instruments Granted in Share-
Based Payment Transactions Are Participating Securities." Under the FSP,
unvested share-based payment awards that contain rights to receive non-
forfeitable dividends (whether paid or unpaid) are participating securities,
and should be included in the two-class method of computing EPS. The
FSP is effective for fiscal years beginning after December 15, 2008, and
interim periods within those years, and is not expected to have a
significant impact on the Company's results of operations, financial
condition or liquidity.  Management does not believe that any other
recently issued, but not yet effective, accounting standards if currently
adopted would have a material effect on the accompanying financial statements.

                                       F-11

<PAGE>

                       THE OZONE MAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - Going Concern

The Company had no material revenues and incurred a net loss of
$22,745,579 during the year ended December 31, 2008.  In addition, the
Company had a working capital deficit of approximately $465,000 at
December 31, 2008.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.

The Company is attempting to address its lack of liquidity by raising
additional funds, either in the form of debt or equity, or some combination
thereof and raised gross proceeds of $5,000,000 from the sale of its
securities on February 27, 2009. However, significant restrictions on the
use of those proceeds require the Company to use those funds specifically
for acquisitions and advertising and not for general working
capital, (See Note 14, Subsequent Event).  In addition the Company
raised gross proceeds of approximately $1,500,000 in 2008 through the
sale of its common stock.

There can be no assurance that additional funds required during the next
year or thereafter will be generated from operations.  Should the Company
seek additional funds from external sources such as debt or additional
equity financings or other potential sources there can be no assurance that
such funds will available or available on terms acceptable to the Company
or that they will not have a significant dilutive effect on the Company's
existing stockholders. The lack of additional capital resulting from the
inability to generate cash flow from operations or to raise capital from
external sources would force the Company to substantially curtail or cease
operations and would, therefore, have a material adverse effect on its
business.

Accordingly, the Company's existence is dependent on management's
ability to develop profitable operations and resolve its liquidity problems.
The accompanying financial statements do not include any adjustments
related to the recoverability or classification of asset-carrying amounts or
the amounts and classification of liabilities that may result should the
Company be unable to continue as a going concern.


NOTE 3 - Property and Equipment

At December 31, 2008, property and equipment consisted of the following:

          Furniture and fixtures         $   13,339
          Equipment                         172,872
          Vehicles                          219,766
                                         ----------
                                            405,977

          Less Accumulated Depreciation      32,987
                                         ----------
                                         $  372,990
                                         ==========

Depreciation was $32,987 for the year ended December 31, 2008. There
was no depreciation expense from the period September 5, 2007
(inception) to December 31, 2007.


NOTE 4 - Intangible Assets

On February 23, 2008 the Company purchased from S.C.O. Medallion
Healthy Homes LTD all intellectual property for the Medallion
methodology system for $60,000. On April 18, 2008 the Company
purchased from Air Testing and Design, Inc. intellectual property for
$50,000. The property purchased includes patents, trademarks, literature,
drawings, schematics, vendor lists and rights to purchase and resell
equipment and other proprietary and intellectual property associated with
the ozone generators manufactured by the seller.

                                       F-12

<PAGE>

                       THE OZONE MAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - Intangible Assets  (continued)

These intangible assets are not currently amortized but will be tested for
impairment annually or if certain circumstances indicate a possible
impairment may exist in accordance with SFAS 142, Goodwill and Other
Intangible Assets. The carrying value of these assets is assessed at least
annually and an impairment charge is recorded if appropriate.  As of
December 31, 2008 there was no impairment.

For the period from September 5, 2007 (inception) through and as of
December 31, 2008, the Company is considered a development stage
enterprise in accordance with SFAS 7, Accounting and Reporting for
Development Stage Enterprises. When the Company's management no
longer believes it is a development stage entity, management expects to
begin amortizing intangible assets over a period ranging from seven to ten
years.


NOTE 5 - Long Term Debt

The Company finances five field service vehicles using notes with various
terms that are recorded in the financial statements as notes payable. The
notes expire at various times through December 2012 and have interest
rates from 8.8% to 10.1% per annum and payable in monthly installments
of $4,448 including principal and interest and due by March, 2012. Each
note is secured by the vehicle acquired. As of December 31, 2008, the
total amount due under these notes was as follows:

          Total vehicle notes:     $ 110,341
          Less current portion:       43,976
                                   ---------
          Long term portion:       $  66,365
                                   =========

Maturities of the long term portion of the vehicle notes are as follows:

                    December 31,
                    ------------
                    2009              43,976
                    2010              45,896
                    2011              16,153
                    2012               4,316
                                   ---------
                                   $ 110,341
                                   =========


NOTE 6 - Convertible Debt

On October 17, 2007 a convertible promissory note in the amount of
$25,000 was issued to one individual who is a stockholder, legal counsel
and former officer of Ozone-FL as payment of accounts payable owed by
the Company to him for legal services. The note was non-interest bearing
and convertible into 2,000,000 shares of the Company's common stock.

In connection with the convertible debt, the Company recorded a deferred
debt discount in the amount of $25,000 to reflect the beneficial conversion
feature of the convertible debt. The beneficial conversion feature was
recorded pursuant to Emerging Issues Task Force ("EITF") 00-27:
"Application of EITF No. 98-5, Accounting for Convertible Securities
with Beneficial Conversion Features or Contingently Adjustable
Conversion Ratios, to Certain Convertible Instruments". In accordance
with EITF 00-27, the Company evaluated the value of the beneficial
conversion feature and recorded the amount of $25,000 as a reduction to
the carrying amount of the convertible debt and as an addition to paid-in
capital.

                                       F-13

<PAGE>

                       THE OZONE MAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - Convertible Debt  (continued)

Amortization of the debt discount amounted to $10,556, and $14,444 for
the period September 5, 2007 (inception) to December 31, 2007 and the
year ended December 31, 2008, respectively, and is reported as financing
costs.

On November 17, 2008, the Company issued 2,000,000 shares of common
stock upon conversion of this convertible note.


NOTE 7 - Commitments and Contingencies

All of the Company's office leases are on a month to month basis with
ongoing renewals each month. For the year ended December 31, 2008 and
from September 5, 2007, (inception) through December 31, 2007, total
rent expense was approximately $32,460, and $0, respectively.

Employment Agreement: On November 16, 2008, the Company entered
into an employment agreement with its President and CEO, Dr. Halden
Shane, ("Employment Agreement"). The Employment Agreement is
effective January 1, 2009. Under the terms of the Employment Agreement,
the Company will employ Dr. Halden Shane as President and CEO for an
annual base salary of $390,000.  In addition, Dr. Halden Shane is
eligible to receive incentive cash bonus of up to 40% of his base
compensation.

In addition, the Employment Agreement entitles Dr. Halden Shane to
certain benefits and vacation time in accordance with the Company's
policies.

The Employment Agreement terminates upon the death or disability of Dr.
Halden Shane, his resignation or his termination for cause as defined in
the Employment Agreement. Should the Company terminate Dr. Halden
Shane in his role as President and CEO for any reason other than cause,
death or permanent disability, (all as defined in the Employment
Agreement), he is entitled to certain Termination Benefits. These benefits
include twelve months base pay and a cash bonus based on the average
cash bonus received in the 24 months prior to termination. In addition, any
stock incentive subject to vesting will continue to vest for twelve months
following termination. Additional payments may apply in the event he is
terminated while the Company has securities trading on an established
public exchange or he is terminated within sixteen months of a change of
control (both conditions as defined in the Employment Agreement.)

Litigation: The Company is not currently a party to any known ongoing,
pending or threatened litigation, but may, from time to time, become a
party to legal proceedings in the ordinary course of business.


NOTE 8 - Preferred Stock

The Company's Board of Directors may, without further action by the
Company's stockholders, from time to time, direct the issuance of any
authorized but unissued or unreserved shares of preferred stock in series
and at the time of issuance, determine the rights, preferences and
limitations of each series.  The holders of preferred stock may be entitled
to receive a preference payment in the event of any liquidation,
dissolution or winding-up of the Company before any payment is made to the
holders of the common stock.  Furthermore, the board of directors could
issue preferred stock with voting and other rights that could adversely
affect the voting power of the holders of the common stock.

                                       F-14

<PAGE>

                       THE OZONE MAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - Preferred Stock  (continued)

On December 15, 2008 the Board of Directors approved the issuance of
510,000 shares of the Company's Cumulative Convertible Preferred Stock
to Tiger Management, LLC, a limited liability company wholly owned by
the Company's President and CEO. The shares were valued at
$20,400,000 and issued for management services preformed by Tiger
Management, LLC in 2007 and 2008 and are convertible into five shares of
the Company's common stock at the holder's option (see Note 11, Related
Party Transactions).

In addition, on February 27, 2009, the Company completed the sale of its
common stock and a new Series of Series B Preferred Convertible Stock
to private investors.  The Company issued 3,250 shares of Series B
Convertible Preferred Stock and 350,000 shares of its Common Stock to
investors for total proceeds of $5,000,000 (See Note 13, Subsequent
Event).  The Series B Convertible Preferred Stock is convertible into
common shares at the holder's discretion at a rate of 200 shares of
common stock for each share of preferred.


NOTE 9 - Common Stock

In September 2007, Ozone-NV issued 30,000,000 shares of common stock
for $30,000 to the three founders of Ozone-NV.

On October 15, 2007 Ozone-FL amended it Articles of Incorporation
increasing the authorized shares from 20,000,000 shares to 75,000,000
shares. The par value remained $.01 per share. On October 17, 2007
Ozone-FL implemented a 1:20 reverse stock split affecting the pre-
organization shareholders. All share and per-share data have been
retroactively adjusted to reflect these recapitalizations.

On October 17, 2007, pursuant to the aforementioned Definitive
Agreement and Plan of Reorganization the founders of Ozone-NV
exchanged 100% of their outstanding shares of Ozone-NV in return for
34,250,000 shares of Ozone-FL's common stock (see Note 1).

On November 1, 2007, the Company issued 10,000 shares of common
stock for the payment of professional fees in the amount of $5,000.

During the year ended December 31, 2008 the Company sold 3,846,553
shares of common stock at per share prices ranging from $0.20 to $1.00
for total net proceeds of $1,499,400.  In addition, the Company issued an
additional 730,000 common shares for services rendered during the year.
The total value of services recognized for common shares issued for
services totaled $902,000.


NOTE 10 - Concentration of Risk

The Company maintains cash balances at several financial institutions.
Accounts at each institution are insured by the Federal Deposit Insurance
Corporation for the full balance under the Temporary Liquidity Guarantee
Program. At times these balances may exceed federally insured limits.

                                       F-15

<PAGE>

                       THE OZONE MAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - Related Party Transactions

On December 15, 2008 the Board of Directors approved the issuance of
510,000 shares of the Company's Cumulative Convertible Preferred Stock
to Tiger Management, LLC, a limited liability company wholly owned by
the Company's CEO. The shares were issued for management services
preformed by Tiger Management, LLC in 2007 and 2008 and are
convertible into five shares of the Company's common stock at the
holder's option.  The Company recorded an expense of $20,400,000 which
is reported in other general and administrative expenses during the year
ended December 31, 2008, for these services based on the fair value of the
underlying common stock. The fair value was determined using the price
of the stock on the date the board approved the issuance. In addition, the
Cumulative Convertible Preferred Shares yield an annual dividend of
$2.00 per share. As such the Company recorded a pro-rated dividend
payable of $90,667 as of December 31, 2008.

As of December 31, 2008 the Company recorded $546,536 in accrued
compensation to the Company's CEO for unpaid wages for the period
October 23, 2007 (inception) to December 31, 2008


NOTE 12 - Income Taxes

On September 5, 2007, (inception) the Company adopted the provisions of
Financial Accounting Standards Board ("FASB") Interpretation No. 48,
"Accounting for Uncertainty in Income Taxes-an interpretation of FASB
Statement No. 109" ("FIN 48"). FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in an enterprise's financial
statements in accordance with SFAS No. 109, "Accounting for Income
Taxes," and prescribes a recognition threshold and measurement process
for financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return. For those benefits to be
recognized, a tax position must be more-likely-than-not to be sustained
upon examination by taxing authorities. FIN 48 also provides guidance on
de-recognition, classification, interest and penalties, accounting in an
interim period, disclosure and transition.

The Company has identified its federal tax return and its Florida and
California state tax returns as its "major" tax jurisdictions, as defined.
Based on the Company's evaluation, it has been concluded that there are
no significant uncertain tax positions requiring recognition in the
Company's financial statements. Since both Florida parent company was
recapitalized and the operating subsidiary acquired and incorporated in
Nevada in 2007 the evaluation was performed for the 2007 tax year. The
Company believes that its income tax positions and deductions would be
sustained on audit and does not anticipate any adjustments that would
result in a material change to its financial position. As such, no liability
for unrecognized tax benefits was required to be reported at December 31,
2007 or 2008.

The Company's policy for recording interest and penalties associated with
audits is to record such items as a component of income tax expense.
There were no amounts accrued for penalties or interest as of or during the
period from September 5, 2007 (inception) through December 31, 2007.
The Company does not expect its unrecognized tax benefit position to
change during the next twelve months. Management is currently unaware
of any issues under review that could result in significant payments,
accruals or material deviations from its position. The adoption of the
provisions of FIN 48 did not have a material impact on the Company's
financial position, results of operations and cash flows.

There were no corporate taxes payable recorded as of December 31, 2008.
At December 31, 2008, the Company had available net operating loss
carry-forwards for federal tax purposes of approximately $1,476,000 which
may be applied against future taxable income, if any, from 2027 to 2028.
Significant changes in ownership of the Company may
restrict some or all of those from being utilized.

                                       F-16

<PAGE>

                       THE OZONE MAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 - Income Taxes (Continued)

At December 31, 2008 the Company had a deferred tax asset of approximately
$632,000 representing the benefit of its net operating loss carry-forwards.
The Company has not recognized any tax benefit or tax assets from these loss-
carry-forwards loss carry due to the fact that realization of the tax benefit
is uncertain and therefore, a valuation allowance equal to 100% of the tax
benefit has been applied against the value of any tax asset arising from these
losses. The difference between the federal statutory tax rate of 34% and the
Company's effective tax rate of 0% is due to an increase in the valuation
allowance of approximately $610,000 in 2008.


NOTE 13 - Forgiveness of Debt

In October 2007 a stockholder and former legal counsel and officer of
Ozone-FL waived payment of the Company's accounts payable to him for past
due legal services performed in the amount of $25,000.  Accordingly, the
Company recorded debt forgiveness income in the amount of $25,000.


NOTE 14 - Subsequent Events

On February 27, 2009 the Company completed the sale of 350,000 shares
of its common stock and 3,250 shares of Series B Convertible Preferred
Stock for per share purchase prices of $5.00 and $1,000, respectively.
Gross proceeds from the sale were $5,000,000.

Under the terms of the Subscription Agreement, the Company created a
new class of preferred stock as Series B Convertible Preferred Stock
("Series B"). The Company is authorized to issue 4,000 shares of its new
Series B preferred stock.  The Series B stock is convertible into 200 shares
of the Company's common stock for every share of Series B stock. The
Series B preferred has a stated value of $1,000 per share, carries an annual
cumulative dividend of 7.5% and is senior in liquidation preference to all
other classes of stock.  Pursuant to the terms of the Subscription
Agreement, the following restrictions have been stipulated as the use of
proceeds:

   .  $3,250,000 for merger and acquisition reserves to be used
      to acquire established independent providers of heating,
      ventilation and air conditioning ("HVAC") sales and
      services. The Investor has no right of approval over any
      transaction involving the use of these funds.

   .  Approximately $1,050,000 is to be used for advertising and
      marketing of the Company's products and services using
      agencies mutually agreeable to the Company and the Investor.

   .  Approximately $500,000 is to be used to develop a direct
      response television campaign to promote the Company's
      products and services. Specifically, the Investor has
      required that the Company use these proceeds to develop,
      "copyrighted content in the form of a health book" using an
      existing manuscript adapted to a long and short form for
      direct response television marketing.

   .  Approximately $200,000 of the proceeds were used to pay
      fees and expenses related to the transaction including
      commissions as well as legal and professional incurred by
      Investor related to the transaction.

                                       F-17

<PAGE>

                       THE OZONE MAN, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - Subsequent Events  (Continued)

The Company has executed a subscription agreement for the purchase
of $3,250,000 of the Class A Shares of Global Asset Fund., Ltd., a
Cayman Islands Company.  Since these funds are subject to the
restrictions described above, this transaction will be recorded as
restricted investments on the Company's balance sheet and are
subject to market fluctuation.  This investment also carries a 2%
annual management fee.

In addition the Company has deposited $1,550,000 of the proceeds in
the Grand Adirondack Federal Credit Union, located in New York City,
and this transaction will be recorded as restricted cash on the
Company's balance sheet.

Both of the above investments constitute a concentration of credit
risk.

                                       F-18


<PAGE>

Item 9. Changes in and Disagreements With Accountants on
        Accounting and Financial Disclosure

During the two most recent fiscal years we have not had a change in, or
disagreement with, our independent registered public accounting firm.


Item 9A.  Controls and Procedures

Disclosure Controls and Procedures
- ----------------------------------

Our management, with the participation of our Principal Executive Officer
who is also our Principal Financial Officer, conducted an evaluation of the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this Annual Report (December 31, 2008, as is defined
in Rule 13a-15(e) promulgated under the Securities Exchange Act of
1934, as amended. Our disclosure controls and procedures are intended to
ensure that the information we are required to disclose in the reports that
we file or submit under the Securities Exchange Act of 1934 is (i)
recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms
and (ii) accumulated and communicated to our management, including the
Principal Executive Officer and Principal Financial Officer to allow timely
decisions regarding required disclosures.

Based on that evaluation, our Principal Executive Officer and Principal
Financial Officer concluded that, as of the end of the period covered by
this Annual Report, our disclosure controls and procedures were effective.
Our management has concluded that the financial statements included in
this Form 10-K present fairly, in all material respects our financial
position, results of operations and cash flows for the periods presented in
conformity with generally accepted accounting principles.

It should be noted that any system of controls, however well designed and
operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system will be met. In addition, the design of any control
system is based in part upon certain assumptions about the likelihood of
future events.

Management's Report on Internal Control Over Financial Reporting
- ----------------------------------------------------------------

Management is responsible for establishing and maintaining adequate
internal control over our financial reporting (as defined in Rule 13a-15(f)
and 15d-15(f) of the Exchange Act). 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 in accordance with accounting principles
generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of our
assets, (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America,
and that our receipts and expenditures are being made only in accordance
with authorizations of our management and directors, and (iii) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.

                                        13

<PAGE>

Our management, with the participation of our Principal Executive Officer
and Principal Financial Officer, conducted an evaluation of the
effectiveness of our internal control over financial reporting based on the
framework in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, our Principal Executive Officer and Principal
Financial Officer concluded that, as of the end of the period covered by
this Annual Report, our internal control over financial reporting was
effective.

This Annual Report does not include an attestation report of our
independent registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to
attestation by our independent 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.

Changes in Internal Control Over Financial Reporting
- ----------------------------------------------------

During our most recent fiscal quarter, there have been no changes in our
internal control over financial reporting that have materially affected, or
are reasonably likely to materially affect our internal control over financial
reporting.


Item 9B. Other Information

None.


                                    PART III

Item 10. Directors, Executive Officers and Corporate Governance

Our executive officers and directors, their ages and biographical
information are presented below.  Our bylaws require three directors who
serve until our next annual meeting or until each is succeeded by a
qualified director.  Our executive officers are appointed by our Board of
Directors and serve at its discretion.  There are no existing family
relationships between or among any of our executive officers or directors.

Name                  Age  Position Held             Director Since
- --------------------  ---  ------------------------  --------------
Halden S. Shane       64   Chief Executive Officer,   October 2007
                           Chairman of the Board

Richard L. Johnson    73   Secretary, Director        October 2007

Willie L. Brown, Jr.  74   Director                   October 2007

Halden S. Shane: Dr. Shane has been our Chairman since the Company's
inception.  For the past five years he has served as President and CEO of
Tiger Management International, a private management company that
deals in business management of private and public companies.  Dr. Shane
was founder and CEO of Integrated Healthcare Alliance, Inc. and also
founder and General Partner of Doctors Hospital West Covina, California.
Prior thereto, Dr. Shane practiced podiatric surgery specializing in ankle
arthroscopy.

Richard L. Johnson: Since his admission to the California State Bar
Association in 1961, Mr. Johnson has served as a business
manager/attorney and consultant to a variety of individuals and
companies.  He is presently active in private practice in Los Angeles,
California.

                                        14

<PAGE>

Willie Brown, Jr.: Mr. Brown has served two terms as the Mayor of the
City and County of San Francisco (1996-2004).  Prior to his service as
Mayor, Mr. Brown served as speaker of the California State assembly
from 1980 thorough 1995.  Mr. Brown had also been a member of the
state assembly since 1964 and has served on the Boards of California State
University and Calpers.

Audit Committee
- ---------------

We do not have an audit committee serving at this time, nor do we have an
audit committee financial expert serving on an audit committee.  Our
entire board acts as our audit committee.

Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------

Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers and persons who own more than ten percent
of a registered class of our equity securities, to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes
in ownership of our common stock. Officers, directors and greater than
ten-percent beneficial owners are required by SEC regulations to furnish
us with copies of all Section 16(a) reports they file.  We believe no reports
were required to be filed during the past fiscal year.

Code of Ethics
- --------------

The Board adopted a Code of Ethics in 2008 applies to, among other
persons, Board members, officers including our Chief Executive Officer
and Chief Financial Officer, contractors, consultants and advisors. Our
Code of Ethics sets forth written standards designed to deter wrongdoing
and to promote:

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

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

     3)  compliance with applicable governmental laws, rules and
regulations;

     4)  the prompt internal reporting of violations of the Code of
Ethics to an appropriate person or persons identified in the Code of Ethics;
and

     5)  accountability for adherence to the Code of Ethics.

A copy of the Code of Ethics is filed as an exhibit to this report. A copy of
this report may be obtained upon written request.


Item 11. Executive Compensation

Executive Officer Compensation
- ------------------------------

The following discussion addresses any and all compensation awarded to,
earned by or paid to our named executive officers for the fiscal years
ended December 31, 2008. We have not had a bonus, profit sharing, or
deferred compensation plan for the benefit of employees, officers or
directors.

                                        15

<PAGE>

We have not paid any salaries or other compensation to officers or directors
for their service on the Board of Directors for the year ended December 31,
2008 except $25,000 to Dr. Shane. Further, we have entered into an employment
agreement with our CEO effective January 1, 2009, and have deferred salary
payments until the Company has substantial capital to pay his salary. It is
intended that directors will defer any compensation until such time as business
operations provide sufficient cash flow to provide for salaries. As December 31,
2008, Dr. Shane was owed $546,536.00 in unpaid salary.

Retirement or Change of Control Arrangements
- --------------------------------------------

We do not offer retirement benefit plans to our executive officers, nor
have we entered into any contract, agreement, plan or arrangement,
whether written or unwritten, that provides for payments to a named
executive officer at or in connection with the resignation, retirement or
other termination of a named executive officer, or a change in control of
the company or a change in the named executive officer's responsibilities
following a change in control.

Compensation of Directors
- -------------------------

We do not have any standard arrangement for compensation of our
directors for any services provided as director; including services for
committee participation or for special assignments.


Item 12. Security Ownership of Certain Beneficial Owners and
         Management and Related Stockholder Matters

Securities Under Equity Compensation Plans
- ------------------------------------------

The Board of Directors has adopted a stock option plan comprised of
2,500,000 shares but the plan has not yet been submitted to the
shareholders for approval, and accordingly, no shares have been issued.

Beneficial Ownership
- --------------------

The following table sets forth the beneficial ownership of our outstanding
common stock by our management and each person or group known by us
to own beneficially more than 5% of our outstanding common stock.
Beneficial ownership is determined in accordance with SEC rules and
regulations, which generally requires voting or investment power with
respect to securities.  Except as indicated by footnote, the persons named
in the table below have sole voting power and investment power with
respect to all shares of common stock shown as beneficially owned by
them.  The percentage of beneficial ownership is based on 34,509,730
shares of common stock outstanding as of March 15, 2009.

                                        16

<PAGE>

                           CERTAIN BENEFICIAL OWNERS

Name and address of                   Amount and nature of     Percent
beneficial owners                       beneficial owner       of class
- ---------------------------------     --------------------     -------
Shane Family Trust (1) (2)                  5,000,000            14.5%
11710 Wetherby Lane
Los Angeles, CA 90077

Richard L. Johnson                          2,500,000             7.2%
9454 Wilshire Blvd., Penthouse
Beverly Hills, CA 90212

Willie Brown, Jr.                             100,000               *%
9454 Wilshire Blvd., Penthouse
Beverly Hills, CA 90212

Juliann Gold                                4,312,500            12.5%
9903 Santa Monica Blvd
Beverly Hills, CA 90212

Roar Investment LLC                         4,312,500            12.5%
9903 Santa Monica Blvd
Beverly Hills, CA 90212

Belinha Shane (3)                           3,000,000             8.7%
11710 Wetherby Lane
Los Angeles, CA 90077

Directors and Officers as a Group           7,600,000            22.0%

  (1)  Halden Shane is trustee of the Share Family Trust.
  (2)  Dr. Shane is the sole stockholder of Tiger Management
       International Inc., the holder of 510,000 Preferred A shares that
       were issued as payment for services rendered and are
       convertible into common shares at the holder's option on a 5:1
       basis. None of the Preferred A shares have been converted to
       date and the common shares into which they may be converted
       are not included herein.
  (3)  Belinha Shane is the wife of Halden Shane.  He disclaims
       beneficial ownership of any shares held in her name.


Item 13. Certain Relationships and Related Transactions, and
         Director Independence

Transactions with Related Parties
- ---------------------------------

We have not engaged in any transactions during the past fiscal year
involving our executive officers, directors, more than 5% stockholders or
immediate family members of such persons.

On December 15, 2008 the Company issued 510,000 Preferred A shares,
convertible into Common shares on a 5:1 basis to Tiger Management
International Inc. for management services rendered in 2007 and 2008.
Dr. Shane is the sole member of Tiger Management International LLC.

Director Independence
- ---------------------

None of our directors are independent directors as defined by NASD Rule
4200(a)(15).

                                        17

<PAGE>

Item 14. Principal Accountant Fees and Services

Accountant Fees
- ---------------

The following table presents the aggregate fees billed for each of the last
two fiscal years by our independent registered public accounting firm
Wolinetz, Lafazan & Company, P.C., Certified Public Accountants, in
connection with the audit of our financial statements and other
professional services rendered by that accounting firm.

                                         2007          2008
                                       --------      --------
     Audit fees                        $  8,500      $ 37,000
     Audit-related fees                       0             0
     Tax fees                                 0             0
     All other fees                    $      0      $      0

Audit fees represent the professional services rendered for the audit of our
annual financial statements and the review of our financial statements
included in quarterly reports, along with services normally provided by the
accounting firm in connection with statutory and regulatory filings or
engagements.  Audit-related fees represent professional services rendered
for assurance and related services by the accounting firm that are
reasonably related to the performance of the audit or review of our
financial statements that are not reported under audit fees.

Tax fees represent professional services rendered by the accounting firm
for tax compliance, tax advice, and tax planning.  All other fees represent
fees billed for products and services provided by the accounting firm other
than the services reported for the other categories.

Pre-approval Policies
- ---------------------

We do not have an audit committee currently serving and as a result our
board of directors performs the duties of an audit committee.  Our board of
directors will evaluate and approve in advance the scope and cost of the
engagement of an auditor.  We do not rely on pre-approval policies and
procedures.


Item 15. Exhibits

No.     Description
- ---     -----------
10.1    Employment Contract

14.0    Code of Ethics

31.1    CEO's Certification Pursuant to Rule 13a-14 and 15d-14 Under
        The Securities Exchange Act of 1934, As Amended

31.2    CFO's Certification Pursuant to Rule 13a-14 and 15d-14 Under
        The Securities Exchange Act of 1934, As Amended

32.1    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
        Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

                                        18

<PAGE>

                                 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 who is duly
authorized.


THE OZONE MAN, INC.

Date: March 27, 2009
By: /s/ Halden Shane
- ---------------------------
Halden Shane
Principal Executive Officer


In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.


Date: March 27, 2009
By: /s/ Halden Shane
- ---------------------------
Halden Shane
Principal Executive Officer
Principal Financial and Accounting Officer


Date: March 27, 2009
By: /s/Richard Johnson
- ---------------------------
Richard Johnson
Secretary and Director


Date: March 27, 2009
By: /s/Willie Brown, Jr.
- ---------------------------
Willie Brown, Jr.
Director

                                        19
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ozom-10k_emp.txt
<DESCRIPTION>HALDEN SHANE EMPLOYMENT AGREEMENT
<TEXT>

Exhibit 10.1


                              EMPLOYMENT AGREEMENT
                               THE OZONE MAN, INC.


     THIS AGREEMENT is entered into as of November 16, 2008 by Dr. Halden Shane
(the "Employee" and The Ozone Man, Inc. (the "Company"), a Florida Corporation.


1)   Duties and Scope of Employment.

     a)   Position. For the term of his employment under this Agreement
          (the "Employment"), the Company agrees to employ the
          Employee, which, effective as of October 23,2007, shall be in the
          position of Chief Executive Officer of the Company or in such
          other level equivalent or higher-level position as the Company
          Subsequently may assign to the Employee.  The Employee shall
          report to the Company's Board of Directors (the "Board") and
          shall continue to serve throughout the term of this Agreement as
          The Chairman of the Board. Throughout the term of his
          employment, Employee shall have such power, authority and
          responsibility and perform such duties as are prescribed by or
          under the Bylaws of the Company and as are customarily
          associated with the position of Chief Executive Officer. Schedule
          "A" to this Agreement sets forth particular objectives associated
          with Employee's position, which Employee shall endeavor to meet.

     b)   Obligations to the Company. During his Employment, the
          Employee shall devote his full business efforts and time to the
          Company. During his Employment, the Employee may, during
          nonworking hours away from the Company's premises, engage in
          lawful conduct as an employee, consultant or volunteer for an
          organization other than the Company ("Other Work"); provided,
          however, that such Other Work does not include, without
          limitation, conduct that (i) constitutes a breach of fiduciary duty
          to the Company, (ii) constitutes a breach of the duty of loyalty to
          the Company, (iii) constitutes a breach of Employee's Proprietary
          Information and Inventions Agreement with the Company, (iv)
          constitutes a breach of this Agreement, (v) competes with the
          Company's business, (vi) knowingly assists any person or entity
          in competing with the Company, (vii) knowingly assists any
          person or entity in preparing to compete with the Company, or
          (viii) assists any person or entity in soliciting any employees or
          consultants of the Company to leave with Company. In the event
          that the Employee engages in Other Work, the Employee must, at
          least five (5) business days prior to engaging in lawful conduct in
          business activities other than the Company's business, or in
          material charitable and political activities not directly associated
          with the Company during nonworking hours away from the
          Company's premises, notify the Company in writing of the
          Employee's activity and purpose of activity, name of employer
          (if any) or organization, position with respect to the activity or
          the entity and any potential conflict that may arise from that
          activity, including the number of hours spent engaging in such
          activity that may or will detract from the business of the
          Company, and the Board shall have the right to approve such
          Other Work to activities. The Employee shall comply with the
          Company's policies and rules, as they may be in effect from time
          to time during his Employment. Notwithstanding the foregoing,
          the Company acknowledges and approves Employee's current
          role as President and Chairman of the board of Tiger
          Management International, LLC.

     c)   No Conflicting Obligations. The Employee represents and
          warrants to the Company that he is under no obligations and/or
          commitments, whether contractual or otherwise, that are
          inconsistent with his obligations, under this Agreement. The
          Employee represents and warrants that he will not use or
          disclose, in connection with his employment by the Company,
          any trade secrets or other proprietary information or intellectual
          property in which the Employee or any other person other than
          the Company, has any right, title or interest and that his
          employment by the Company as contemplated by this Agreement
          will not infringe or violate the rights of any other person. The
          Employee represents and warrants to the Company that he has
          returned or destroyed all property and confidential information
          belonging to any prior employer. The Employee agrees to sign
          the current versions and any future versions of the Company's
          various agreements related to confidentiality, inventions and
          related intellectual property matters.

     d)   Commencement Date, CEO Date and Location. The Employee
          had officially commenced work for the Company effective on
          October 23, 2007 ("CEO Start Date") by oral agreement. This
          agreement will be effective January 1, 2009. The Employee shall
          be located in the Beverly Hills office of the Company.

                                        1
<PAGE>

2)   Cash and Incentive Compensation

     a)   Salary. The Company initially shall pay the Employee as
          compensation for his services a base salary at a gross annual rate,
          excluding incentive bonuses that may be approved by the Board,
          of Three Hundred Ninety Thousand Dollars ($390,000) from the
          Commencement Date. However Employee may elect to have his
          compensation deferred until a later date. When paid such base
          salary shall be payable in accordance with the Company's
          standard payroll procedures. (The annual base salary specified in
          this subsection (a), together with any increases in such
          compensation that the Company may grant from time to time, is
          referred to in this Agreement as "Base Compensation.") All
          future changes to compensation will be based on the results of
          evaluations of the Employee's performance, whether such
          evaluations are performed annually, or more frequently as may be
          initiated by Employee's senior management or the Board;
          provided, however, that $390,000 base salary referred to above
          shall be increased by a minimum of eight percent (8%) during
          each of the first and second twelve (12) month periods following
          the Commencement Date.

     b)   Incentive Bonuses. The Employee will be eligible for annual
          incentive bonuses based on objective or subjective criteria
          established in advance by the Board and or the Compensation
          Committee of the Board in its sole discretion (but after
          consultation with the Employee) and presented to the Employee,
          and the determinations of the Board with respect to such bonuses
          shall be in the sole discretion of the Board and shall be final
          and binding.

     c)   Performance Bonus Stock. Subject to the approval of the Board,
          the Company may grant the Employee restricted stock, stock
          options or other equity securities, from time-to-time, covering the
          shares of the Company's equity securities. The terms of such
          grants, options and other equity securities shall be as determined
          by the Board at the time of any such grant. Such terms shall be
          provided in writing to the Employee at the time of any such
          grant. In accordance with the Company's 2008 Stock Incentive
          Plan (the "Plan"). The restricted stock described above will be
          subject to the terms and conditions of the Plan. The Company
          will review the Employee annually for purposes of making
          equity grants; provided that such grants shall based on objective
          or subjective criteria established by the Board and or the
          Compensation Committee of the Board in its sole discretion (but
          after consultation with the Employee). The determinations of the
          Board with respect to such grants shall be in the sole discretion of
          the Board and shall be final and binding.


3)   Vacation and Employee Benefits.

     During his Employment, the Employee shall be eligible for paid
     time off ("PTO") in accordance with the Company's standard
     policy for similarly situated employees, as it may be amended
     from time to time, with his initial accrual at the rate of thirty nine
     (39) days per year, accrued hourly in accordance with the
     Company's payroll practices, with a maximum accrual of thirty-
     nine (39) days or three hundred and twelve (312) hours. During
     his Employment, the Employee shall be eligible to participate in
     any employee benefit plans maintained by the Company for
     similarly situated employees, subject in each case to the generally
     applicable terms and conditions of the plan in question and to the
     determinations of any person or committee administering such
     plan based on the terms of the plan and Company policy.


4)   COBRA Reimbursement.

     a)   During his Employment, if the Employee declines for a period of
          time to participate in the employee health insurance (medical
          and/or dental) benefit plans maintained by the Company and
          instead timely elects to continue his health insurance coverage
          pursuant to COBRA (as defined in Section 8(c)) under his prior
          plan, the Company agrees to pay the Employee as reimbursement
          for payments made by the Employee for such Health coverage.

     b)   The Company shall use commercially reasonable efforts to
          procure a term policy of life insurance on the life of Executive
          with a death benefit of at least Five Million Dollars ($5,000,000)
          for a beneficiary or beneficiaries to be designated by Executive,
          and the Company shall pay all premiums and any other ordinary
          costs or expenses incident to maintaining such policy in effect
          during the Term. In connection with the procurement of such
          policy, Executive shall, at such time or times and at such place or
          places as the Company may reasonable direct, submit Himself to
          such physical examinations and execute and deliver such
          documents as the Company may deem necessary or appropriate.

                                        2
<PAGE>

          As an alternative to procuring such policy, the Company may
          authorize Executive to procure such policy, and the Company
          shall reimburse Executive for the reasonable costs incurred by
          Him in connection with the procurement of such policy. Upon the
          expiration or termination of the Employee for "good reason"  by
          the Company other than for "cause", Executive shall have the
          right to maintain such policy at Executive's cost and expense.


5)   Parking.

     During the term of this Agreement, but only for so long as the
     Company, in its reasonable discretion, determines that it is cost-
     effective, the Company shall pay for a parking space for the
     Employee's use in a parking garage close to the Company's
     Beverly Hills Office.


6)   Legal and Business Expenses.

     During his Employment, the Employee shall be authorized to
     incur necessary and reasonable travel, entertainment and other
     business expenses in connection with his duties hereunder. The
     Company shall reimburse the Employee for such, legal and other
     business expenses upon presentation of an itemized account and
     appropriate supporting documentation, all in accordance with the
     Company's generally applicable policies.


7)   Term of Employment.

     a)   Background Check. This employment is contingent on the
          Company receiving a satisfactory background and consumer
          credit report. When the credit report is conducted, the Company
          will comply with the federal Fair Credit Reporting Act and
          applicable state laws, including providing the Employee with any
          required notices or forms.

     b)   Basic Rule. The Company agrees to continue the Employee's
          Employment, and the Employee agrees to remain in Employment
          with the Company, from the period commencing on the
          Commencement Date until the date when the Employee's
          Employment terminates pursuant to subsection (c) or (d) below.

     c)   Termination. Executive's employment and Term will terminate
          on the first of the following to occur:

          (1)  Automatically upon Executives death.

          (2)  Upon written notice by the Company to Executive of
               termination due to Disability (as defined below). For the
               purpose of this agreement, "Disability" shall mean a
               condition that entitles Executive to benefits under an
               applicable Company long-standing disability plan or, if no
               such plan exists, a physical or mental disability which, in
               the reasonable judgment of the Company's board of
               directors, is likely to render Executive unable to perform
               his duties and obligations under this agreement for 180
               days in any 12-month period.

          (3)  Upon written notice by the company to the Executive of a
               termination for "cause" under Section 8d of this Agreement.

          (4)  Upon termination for "Constructive Termination or for
               "Change of Control" under Section 8b (i), 8b (ii), 8b
               (iii),8b (iv) and 8e.

          (5)  Upon "Voluntary Termination" by the Executive under
               Section 8b (v) of this Agreement.

     d)   Rights Upon Termination. Except as expressly provided in
          Section 8, upon the termination of the Employee's Employment
          for any reason (or no reason), including for Cause, the Employee
          shall only be entitled to the compensation, benefits and
          reimbursements described in Sections 2,3,4,5 and 6 for the period
          preceding the effective date of termination, except for benefits
          that by their terms are for periods following such effective date.
          The payments under this Agreement shall fully discharge all
          responsibilities of the Company to the Employee.

                                        3
<PAGE>

     e)   Termination of Agreement. This Agreement shall take effect on
          the Commencement Date and shall terminate when all obligations
          of the parities hereunder have been satisfied. The termination of
          this Agreement shall not limit or otherwise affect any of the
          Employee's obligations under Section 8.


8)   Termination Benefits.

     a)   General Release. In order to receive the benefits described in
          subsections (b) and (c) below, the Employee must (i) execute a
          reasonable general release (in a form prescribed by the Company)
          of all known and unknown claims that he may then have against
          the Company or persons affiliated with the Company, (ii) as part
          of such general release, agree to a mutual non-disparagement
          with the Company, and (iii) agree not to prosecute any legal
          action or other proceeding based upon any of such claims.

     b)   Severance Pay.

          i.   If, during the term of this Agreement, the Company
               terminates the Employee's Employment (including
               through "Constructive Termination" as defined
               below) for any reason other than Cause or Permanent
               Disability (as defined below), then the Company shall
               pay the Employee his Base Compensation for a period
               of twelve (12) months (the "Base Continuation
               Period"), shall pay monthly and ratably over such
               twelve (12) month period the average of the last two
               annual incentive bonuses paid during the 24 months
               prior to termination (the "Average Bonus"), and shall
               accelerate the vesting of any outstanding stock options
               or other equity securities such that the Employee will
               become vested in an additional number of shares
               subject to such stock options or other equity
               securities, as if the Employee provided another twelve
               (12) months of service with the Company.
               Notwithstanding anything in this Agreement to the
               contrary, to the extent require by Section 409A of the
               Internal Revenue Code of 1986, as amended (the
               "Code"), if at the time of termination of Employment,
               the Company has a class of stock that is publicly
               traded on an established securities market or
               otherwise, and Employee is a "specified employee" of
               the Company within the meaning of section
               409A(a)(2)(B)(i) of the Code, or any successor
               provision thereto, any severance payments
               contemplated hereunder that are otherwise due during
               the six month period beginning on the date of
               termination shall be paid instead on the first date of
               the seventh month following termination or, if earlier,
               Employee's date of death (the "Six Month Delay
               Period"). For purposes of this Agreement, if a
               termination of Employment occurs when there had
               been only one incentive bonus paid, then the
               "Average Bonus" shall be the amount of such single
               incentive bonus, and if a termination of Employment
               occurs prior to the payment of any incentive bonus,
               then the "Average Bonus" shall be the guaranteed
               amount equal to 70% of the Target Level bonus
               amount described in Section 2(b).

          ii.  If, within sixteen (16) months following a Change of
               Control (as defined below), the Employee's
               Employment is terminated (including through
               "Constructive Termination") for any reason other than
               Cause or Permanent Disability, then, subject to the
               "Parachute Payment" provisions of subsection (e) of
               this Section 9 and, further, subject to the Six Months
               Delay Period, if applicable, the Company shall pay the
               Employee, his Base Compensation for a period of
               twenty four (24) months following the termination of
               his Employment (the "Change of Control
               Continuation Period"), shall pay monthly and ratably
               over the Change of Control Continuation Period an
               amount equal to two (2) times the Average Bonus, and
               shall accelerate the vesting of any outstanding stock
               options or other equity securities such that the
               Employee will become vested in an additional number
               of shares subject to such stock options or other equity
               securities, as if the Employee provided another
               twenty-four (24) months of service with the Company.
               Such Base Compensation shall be paid at the rate in
               effect at the time of the termination of Employment and in
               accordance with the Company's standard payroll procedures.

          iii. Definition of "Constructive Termination." For all
               purposes under this Agreement "Constructive
               Termination" shall mean the Employee's resignation
               within sixty (60) days following (i) a material
               reduction or change in title, job duties, authority,
               responsibilities or job requirements inconsistent with
               Employee's position with the Company to which the
               Employee has not agreed to in writing; (ii) any
               material reduction of Employee's Base Compensation
               or the guaranteed portion of his incentive bonus, to
               which the Employee has not agreed in writing; (iii)
               any elimination of a material health, dental, insurance
               or other similar benefit or perquisite provided to the

                                        4
<PAGE>

               Employee pursuant to employment with the Company
               to which the Employee has not agreed to in writing
               unless such material benefit or perquisite is being
               eliminated for all Employees in comparable positions
               or Employee's class due to a reasonable business need
               or condition; (iv) a relocation of place of employment
               more than sixty (60) miles from Beverly Hills, California;
               (v) the Company's failure to cure any material breach by
               it of the terms of this Agreement within a reasonable time
               following written notice from the Employee to the
               Board or (vi) the failure by any successor to
               substantially all of the business of the Company to
               assume the Company's obligations under this Agreement
               within five business days after a written request from the
               Employee. The provisions of subparts (i) through (iii) of
               this subparagraph b(iii) shall not apply if any Cause (as
               defined in subsection (d) below) has occurred, and, if
               curable pursuant to subsection (d), has not been cured
               within the period of time permitted pursuant to subsection (d).

          iv.  Definition of "Change of Control." For all purposes under
               this Agreement, "Change of Control" shall mean (A) a
               merger or consolidation of the Company with any
               other entity, other than a merger or consolidation
               which would result in the voting securities of the
               Company outstanding immediately prior thereto
               continuing to represent (either by remaining outstanding
               or by being converted into voting securities of the
               surviving entity) at least fifty percent (50%) of the
               total voting power represented by the voting securities of
               the surviving entity outstanding immediately after such
               merger or consolidation; or (B) the sale or disposition
               by the Company of all or substantially all the Company's assets.

          v.   In addition to any other rights or remedies provided by
               law or in this Agreement. Executive may terminate his
               employment hereunder at any time by giving the
               Company written notice to such effect at ninety (90)
               days prior to the date of termination set forth therein,
               such termination to be irrevocable upon receipt of such
               notice by the Company.

          vi.  Notwithstanding anything in this Agreement to the
               contrary, for purposes of this Section 8, Employee's
               Employment with the Company shall be considered to
               have terminated only if (i) Employee provides no
               further services for the Company in any capacity
               following the termination, or (ii) there is otherwise a
               "separation from service" within the meaning of section
               409A (a)(2)(A)(i) of the Code. For purposes of the
               foregoing, Employment shall not be considered
               terminated while Employee is on a bona fide leave of
               absence (i) if Employee's right to reemployment is
               provided by statute or contract, or (ii) if no such right
               exists, until six months following the start of any such
               period of leave of absence.

     c)   Health Insurance. If subsection (b) above applies, and if the
          Employee elects to continue his health insurance coverage under
          the Consolidated Omnibus Budget Reconciliation Act ("COBRA")
          following the termination of his Employment, then the Company
          shall reimburse, subject to the Six Months Delay Period, if
          applicable, the Employee's monthly premium under COBRA until
          the earliest of (i) the close of the Base Continuation Period or the
          Change of Control Continuation Period, as applicable, (ii) the
          expiration of the Employee's continuation coverage under COBRA
          or (iii) the date when the Employee receives substantially equivalent
          health insurance coverage in connection with new employment or
          self-employment.

     d)   Definition of "Cause." For all purposes under this Agreement,
          "Cause" shall mean:

          i.   Any material breach of this Agreement, the
               Proprietary Information and Inventions Agreement
               between the Employee and the Company, or any other
               written agreement between the Employee and the
               Company, without Employee's satisfactory and
               reasonable cure, if curable, within sixty (60) days of
               Employee's receipt of written notice from the Company
               of such failure to comply, provided that such notice by
               Company to Employee specifies the material breach(es)
               compliance issues and shall delineate the performance
               improvements, modifications or action items necessary
               for Employee to effect a satisfactory and reasonable cure;

          ii.  Any material failure to comply with the Company's
               written policies or rules, as they may be in effect from
               time to time during the Employee's Employment, which
               adversely impacts any aspect of the business or personnel
               of the Company without Employee's satisfactory and
               reasonable cure, if curable, within sixty (60) days of

                                        5
<PAGE>

               Employee's receipt of written notice from the Company of
               such failure to comply, provided that such notice by
               Company to Employee shall specify the material failure(s)
               to comply and delineate the performance improvements,
               modifications or action items necessary for Employee to
               effect a satisfactory and reasonable cure;

          iii. Conviction of, or a plea of "guilty" or "no contest" to,
               a felony under the laws of the United States or any state
               thereof;

          iv.  Threats or acts of violence or unlawful harassment
               directed at any present, former or prospective employee,
               independent contractor, vendor, customer or business
               partner of the Company or directed to the Company;

          v.   The sale, possession or use of illegal drugs on the premises
               of the Company or of a customer or business partner of the
               Company or when engaged in the business of the Company at
               Company events, Company sponsored events and at any other
               events, premises and venues at which the Employee is engaged
               in the business of the Company;

          vi.  Illegal or unethical business practices;

          vii. Gross misconduct or gross negligence in the performance
               of duties assigned to the Employee under this Agreement; or

          ix.  Failure to perform reasonable duties assigned to the
               Employee under this Agreement without Employee's
               satisfactory and reasonable cure, if curable, within sixty
               (60) days of Employee's receipt of written notice from
               the Company of such failure to perform, provided that
               such notice by Company to Employee shall specify
               the failure(s) to perform and delineate the performance
               improvements, modifications or action items necessary for
               Employee to effect a satisfactory and reasonable cure.

     e)   Parachute Payments. If any payment or benefit an Employee
          would receive in connection with a Change of Control from the
          Company or otherwise ("Payment") would (i) constitute a
          "parachute payment" within the meaning of Section 280G of the
          Code, and (ii) but for this sentence, be subject to the excise
          tax imposed by Section 4999 of the Code (the "Excise Tax"), then
          such Payment shall be equal to the Reduced Amount. The "Reduced
          Amount" shall be either (x) the largest portion of the Payment that
          would result in no portion of the Payment being subject to the Excise
          Tax or (y) the largest portion, up to and including the total, of the
          Payment, whichever amount, after taking into account all
          applicable federal, state and local employment taxes, income
          taxes, and the Excise Tax (all computed at the highest applicable
          marginal rate), results in the Employee's receipt, on an after-tax
          basis, of the greater amount of the Payment notwithstanding that
          all or some portion of the Payment may be subject to the Excise
          Tax. If a reduction in payments or benefits constituting
          "parachute payments" is necessary so that the Payment equals the
          Reduced Amount, reduction shall occur in the following order:
          reduction of cash payments; cancellation of accelerated vesting of
          stock awards; reduction of employee benefits. In the event that
          acceleration of vesting of stock award compensation is to be
          reduced, such acceleration of vesting shall be cancelled in the
          reverse order of the date of grant of the Employee's stock awards.

          The accounting firm engaged by the Company for general audit
          purposes as of the day prior to the effective date of the Change of
          Control shall perform the foregoing calculations. If the accounting
          firm so engaged by the Company is serving as accountant or auditor
          for the individual, entity or group effecting the Change of Control,
          the Company shall appoint a nationally recognized accounting firm
          to make the determinations required hereunder. The Company shall
          bear all expenses with respect to the determinations by such
          accounting firm required to be made hereunder. The accounting firm
          engaged to make the determinations hereunder shall provide its
          calculations, together with detailed supporting documentation, to the
          Company and the Employee within fifteen (15) calendar days after
          the date on which the Employee's right to a Payment is triggered (if
          requested at that time by the Company or the Employee) or such
          other time as requested by the Company or the Employee. If the
          accounting firm determines that no Excise Tax is payable with
          respect to a Payment, either before or after the application of the
          Reduced Amount, it shall furnish the Company and the Employee
          with an opinion reasonably acceptable to Executive that no Excise
          Tax will be imposed with respect to such Payment. Any good faith
          determinations of the accounting firm made hereunder shall be
          final, binding and conclusive upon the Company and the Employee.

                                        6
<PAGE>

9)   Non-Solicitation and Non-Disclosure.

     a)   Non-Solicitation. During the period commencing on the date of
          this Agreement and continuing until the first anniversary of the
          date when the Employee's Employment terminated for any reason, the
          Employee shall not directly or indirectly, personally or
          through others, solicit or attempt to solicit (on the
          Employee's own behalf or on behalf of any other person or
          entity) either (i) the employment of any employee of the Company
          or any of the Company's affiliates or (ii) the business of any
          customer of the Company or any customer of any of the
          Company's affiliates with whom the Employee had contact during
          his Employment.  Notwithstanding the foregoing, the Employee
          shall be entitled to solicit the Employee's executive assistance at
          the time of termination with the approval of the Company (which
          will not be unreasonably withheld.)

     b)   Non-Disclosure. The Employee has entered into a Proprietary
          Information and Inventions Agreements with the Company, which
          is incorporated herein by reference.


10)  Successors.

     a)   Company's Successors. This Agreement shall be binding upon any
          successor (whether direct or indirect and whether by purchase, lease,
          merger, consolidation, liquidation or otherwise) to all or
          substantially all of the Company's business and/or assets. For all
          purposes under this Agreement, the term "Company" shall include any
          successor to the Company's business and/or assets which become bound
          by this Agreement.

     b)   Employee's Successors. This Agreement and all rights of the
          Employee hereunder shall inure to the benefit of, and be enforceable
          by, the Employee's personal and legal representatives, executors,
          administrators, successors, heirs, distributes, devisees and legatees.


11)  Miscellaneous Provisions.

     a)   Notice. Notices and all other communications contemplated by this
          Agreement shall be in writing and shall be deemed to have been duly
          given when personally delivered or when mailed by U.S. registered
          or certified mail, return receipt requested and postage prepaid. In
          the case of the Employee, mailed notices shall be addressed to his
          at the home address which he most recently communicated to the
          Company in writing, and a copy shall be sent to Phil Adikoff Esq
          9454 Wilshire Blvd, third floor, Beverly Hills California 90212. In
          the case of the Company, mailed notices shall be addressed to its
          corporate headquarters, and all notices shall be directed to the
          attention of its Secretary.

     b)   Modifications and Waivers. No provision of this Agreement shall
          be modified, waived or discharged unless the modification, waiver or
          discharge is agreed to in writing and signed by the Employee and by
          an authorized officer of the Company (other than the Employee). No
          waiver by either party of any breach of, or of compliance with, any
          condition or provision of this Agreement by the other party shall be
          considered a waiver of any other condition or provision or of the
          same condition or provision at another time.

     c)   Whole Agreement. This Agreement supersedes any previous
          offer letters and employment agreements. No other agreements,
          representations or understandings (whether oral or written and
          whether express or implied), which are not expressly set forth in
          this Agreement have been made or entered into by either party
          with respect to the subject matter hereof. This Agreement, the
          Proprietary Information and Inventions Agreement, and any
          agreements relating to the previously granted options or other stock
          awards contain the entire understanding of the parties with respect
          to the subject matter hereof.

     d)   Withholding Taxes. All payments made under this Agreement shall be
          subject to reduction to reflect taxes or other charges required to be
          withheld by law.

     e)   Choice of Law and Severability. This Agreement is executed
          by the parties in the State of California and shall be interpreted in
          accordance with the laws of such State (except its provisions
          governing the choice of law). If any provision of this Agreement
          becomes or is deemed invalid, illegal or unenforceable in any
          jurisdiction by reason of the scope, extent or duration of its
          coverage, then such provision shall be deemed amended to the
          extent necessary to conform to applicable law so as to be valid and
          enforceable or, if such provision cannot be so amended without

                                        7
<PAGE>

          materially altering the intention of the parties, then such provision
          shall be stricken and the remainder of this Agreement shall
          continue in full force and effect. Should there ever occur any
          conflict between any provision contained in this Agreement and
          any present or future statute, law, ordinance or regulation contrary
          to which the parties have no legal right to contract, then the latter
          shall prevail but the provision of this Agreement affected thereby
          shall be curtailed and limited only to the extent necessary to bring
          it into compliance with applicable law. All the other terms and
          provisions of this Agreement shall continue in full force and effect
          without impairment or limitation.

     f)   Arbitration. Any controversy or claim arising out of or relating to
          this Agreement or the breach thereof, or the Employee's Employment
          or the termination thereof, shall be settled in Beverly Hills,
          CA, by arbitration before a single neutral arbitrator in accordance
          with the Employment Arbitration Rules and Procedures of the Judicial
          Arbitration and Mediation Services. The decision of the arbitrator
          shall be final and binding on the parties, and judgment on the
          award rendered by the arbitrator may be entered in any court
          having jurisdiction thereof. The parties hereby agree that the
          arbitrator shall be empowered to enter an equitable decree
          mandating specific enforcement of the terms of this Agreement.
          The Company will pay all costs unique to arbitration. The Company
          shall also pay to the fullest extent permitted by law, all legal fees
          and expenses which the Employee may incur as a result of or in
          connection with or arising out of such arbitration (including as a
          result of any contest by the Employee about the amount or timing of
          any payment due under this paragraph); provided that the arbitrator
          or other person(s) presiding over the arbitration affirmatively finds
          that the Employee "prevailed" in the arbitration. Each of the
          Company and the Employee agree that such arbitrator or other
          person shall be instructed to make a determination as to whether
          the Company or the Employee "prevailed" in the arbitration. The
          parties hereby agree to waive their right to jury trial to the extent
          permitted by law.

     g)   No Assignment. This Agreement and all rights and obligations of
          the Employee hereunder are personal to the Employee and may
          not be transferred or assigned by the Employee at any time. The
          Company may assign its rights under this Agreement to any
          entity that assumes the Company's obligations hereunder in
          connections with any sale or transfer of all or a substantial
          portion of the Company's assets to such entity.

     h)   Counterparts. This Agreement may be executed in two or more
          counterparts, each of which shall be deemed an original, but all
          of which together shall constitute one and the same instrument.

     i)   No Mitigation/Offset. In the event of any termination of
          employment, Employee shall not be required to mitigate damages
          or the amount of any payment provided for under this Agreement
          by seeking other employment or otherwise, and compensation
          earned from such employment or otherwise shall not reduce the
          amounts otherwise payable under this Agreement. No amounts
          payable under this Agreement shall be subject to reduction or
          offset in respect to any claims which the Company or any of its
          subsidiaries or affiliates (or any other person or entity) has or
          may have against Employee.

                                        8
<PAGE>

     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized representative, as of the day
and year first above written.


                                     _______________________________________
                                     Dr. Halden S. Shane


                                     For The Ozone Man, Inc.



                                     _______________________________________
                                     Name: Richard Johnson, Esq.
                                     Title: Member of the Board of Directors



                                     _______________________________________
                                     Name: Honorable Willie Brown, Esq.
                                     Title: Member of the Board of Directors

                                        9
<PAGE>

                                  Schedule A
                                EMPLOYEE DUTIES

1.  Position and Structure:

    Chief Executive Officer, Reporting to the Board

2.  Position Overview:

    i.  Overall accountability for and the leadership, management,
        development and continuous improvement of the Company
        and all of its operations, finances, transactions, business
        relationships, M & A activity and human resources.

    ii. Strategic planning and strategic business development for
        the business and implementation of transactions, tasks and
        projects is resulting from such planning through the organization.

    iii. Leadership, management, recruiting, and continuous
         development of the Company's leadership team.

    iv.  Consistent and accurate planning, forecasting, and budgeting
         related to all areas of the business and managing to meet or
         exceed those plans, forecasts and budgets.

    v.   Managing, meeting and exceeding those expectations of
         member, client and business partner, as are specified in
         advance in writing between the Employee and the Company.

    vi.  As the most senior leader, with integrity, wisdom and
         prudence, interacting with, communicating to, and helping to
         educate and to develop up line management, peer management,
         and non-reporting staff throughout the Company to the benefit
         of all Company personnel and the business as a whole.

    vii. Representing the Company and its personnel in formal and
         informal communications and presentations, on panels, with
         the press, in the field, with clients and other business partners,
         and in all other business-related circumstances, with the highest
         attainable form of professionalism, integrity, honesty, and
         sincerity in the desire to serve, provide service, and relate
         information, and in all other forms of communication and presentation.

    viii. Responsibilities as further defined in written descriptions of
          the job and other roles and responsibilities.

                                         10
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-14
<SEQUENCE>3
<FILENAME>ozom-10k_code.txt
<DESCRIPTION>CODE OF ETHICS
<TEXT>

Exhibit 14.0

                               THE OZONE MAN, INC.
                                 CODE OF ETHICS

1.   Introduction

     The Board of Directors of The Ozone Man, Inc. has adopted this
code of ethics (the "Code"), which is applicable to all directors, officers
and employees to:

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

*    promote the full, fair, accurate, timely and understandable
     disclosure in reports and documents that the Company files with,
     or submits to, the SEC, as well as in other public communications
     made by or on behalf of the Company;

*    promote compliance with applicable governmental laws, rules and
     regulations;

*    deter wrongdoing; and

*    require prompt internal reporting of breaches of, and accountability
     for adherence to, this Code.

     This Code may be amended only by resolution of the Company's
Board of Directors.  In this Code, references to the "Company" means The
Ozone Man, Inc.


2.   Honest, Ethical and Fair Conduct

     Each person owes a duty to the Company to act with integrity.
Integrity requires, among other things, being honest, fair and candid.
Deceit, dishonesty and subordination of principle are inconsistent with
integrity.  Service to the Company never should be subordinated to
personal gain and advantage.

     Each person must:

*    Act with integrity, including being honest and candid while still
     maintaining the confidentiality of the Company's information
     where required or in the Company's interests.

*    Observe all applicable governmental laws, rules and regulations.

*    Comply with the requirements of applicable accounting and
     auditing standards, as well as Company policies, in the
     maintenance of a high standard of accuracy and completeness in
     the Company's financial records and other business-related
     information and data.

                                        1

<PAGE>

*    Adhere to a high standard of business ethics and not seek
     competitive advantage through unlawful or unethical business
     practices.

*    Deal fairly with the Company's customers, suppliers, competitors
     and employees.

*    Refrain from taking advantage of anyone through manipulation,
     concealment, abuse of privileged information, misrepresentation of
     material facts or any other unfair-dealing practice.

*    Protect the assets of the Company and ensure their proper use.

*    Refrain from taking for themselves personally opportunities that
     are discovered through the use of corporate assets or using
     corporate assets, information or position for general personal gain
     outside the scope of employment with the Company.

*    Avoid conflicts of interest wherever possible.  Anything that would
     be a conflict for a person subject to this Code also will be a conflict
     if it is related to a member of his or her family or a close relative.
     Examples of conflict of interest situations include, but are not
     limited to, the following:

          *    any significant ownership interest in any supplier or
               customer;

          *    any consulting or employment relationship with any
               customer, supplier or competitor;

          *    any outside business activity that detracts from an
               individual's ability to devote appropriate time and attention
               to his or her responsibilities with the Company;

          *    the receipt of any money, non-nominal gifts or excessive
               entertainment from any company with which the Company
               has current or prospective business dealings;

          *    being in the position of supervising, reviewing or having
               any influence on the job evaluation, pay or benefit of any
               close relative;

          *    selling anything to the Company or buying anything from
               the Company, except on the same terms and conditions as
               comparable officers or directors are permitted to so
               purchase or sell; and

          *    any other circumstance, event, relationship or situation in
               which the personal interest of a person subject to this Code
               interferes - or even appears to interfere - with the interests
               of the Company as a whole.

                                        2

<PAGE>

3.   Disclosure

     The Company strives to ensure that the contents of and the
disclosures in the reports and documents that the Company files with the
Securities and Exchange Commission (the "SEC") and other public
communications shall be full, fair, accurate, timely and understandable in
accordance with applicable disclosure standards, including standards of
materiality, where appropriate.  Each person must;

*    not knowingly misrepresent, or cause others to misrepresent, facts
     about the Company to others, whether within or outside the
     Company, including to the Company's independent auditors,
     governmental regulators, self-regulating organizations and other
     governmental officials, as appropriate; and

*    in relation to his or her area of responsibility, properly review and
     critically analyze proposed disclosure for accuracy and completeness.

     In addition to the foregoing, the Chief Executive Officer, the Chief
Financial Officer, and each other person that typically is involved in the
financial reporting of the Company must familiarize himself or herself
with the disclosure requirements applicable to the Company as well as the
business and financial operations of the Company.

     Each person must promptly bring to the attention of the Chairman
of the Audit Committee of Board of Directors any information he or she
may have concerning (a) significant deficiencies in the design or operation
of internal and/or disclosure controls which could adversely affect the
Company's ability to record, process, summarize and report financial data
or (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company's financial
reporting, disclosures or internal controls.


4.   Compliance

     It is the Company's obligation and policy to comply with all
applicable governmental laws, rules and regulations.  It is the personal
responsibility of each person to, and each person must, adhere to the
standards and restrictions imposed by those laws, rules and regulations,
including those relating to accounting and auditing matters.


5.   Reporting and Accountability

     The Audit Committee of the Board of Directors is responsible for
applying this Code to specific situations in which questions are presented
to it and has the authority to interpret this Code in any particular
situation.  Any person who becomes aware of any existing or potential breach
of this Code is required to notify the Chairman of the Audit Committee
promptly.  Failure to do so is itself a breach of this Code.

                                        3

<PAGE>

     Specifically, each person must:

*    Notify the Chairman of the Audit Committee promptly of any
     existing or potential violation of this Code.

*    Not retaliate against any other person for reports of potential
     violations that are made in good faith.

     The Company will follow the following procedures in
investigating and enforcing this Code and in reporting on the Code:

*    The Audit Committee will take all appropriate action to investigate
     any breaches reported to it.

*    If the Audit Committee determines that a breach has occurred, it
     will inform the Board of Directors.

*    Upon being notified that a breach has occurred, the Board will take
     or authorize such disciplinary or preventive action as it deems
     appropriate, after consultation with the Audit Committee and
     General Counsel, up to and including dismissal or, in the event of
     criminal or other serious violations of law, notification of the SEC
     or other appropriate law enforcement authorities.

     No person following the above procedure shall, as a result of
following such procedure, be subject by the Company or any officer or
employee thereof to discharge, demotion suspension, threat, harassment
or, in any manner, discrimination against such person in terms and
conditions of employment.


6.   Waivers and Amendments

     Any waiver (defined below) or an implicit waiver (defined below)
from a provision of this Code for the principal executive officer, principal
financial officer, principal accounting officer or controller, and persons
performing similar functions or any amendment (as defined below) to this
Code is required to be disclosed in the Company's Annual Report on Form
10-K or in a Current Report on Form 8-K filed with the SEC.

     A "waiver" means the approval by the Company's Board of
Directors of a material departure from a provision of the Code.  An
"implicit waiver" means the Company's failure to take action within a
reasonable period of time regarding a material departure from a provision
of the Code that has been made known to an executive officer of the
Company.  An "amendment" means any amendment to this Code other
than minor technical, administrative or other non-substantive amendments
hereto.

     All persons should note that it is not the Company's intention to
grant or to permit waivers from the requirements of this Code.  The
Company expects full compliance with this Code.

                                        4

<PAGE>

7.   Other Policies and Procedures

     Any other policy or procedure set out by the Company in writing
or made generally known to employees, officers or directors of the
Company prior to the date hereof or hereafter are separate requirements
and remain in full force and effect.


8.   Inquiries

     All inquiries and questions in relation to this Code or its
applicability to particular people or situations should be addressed to
Halden Shane, Chief Executive Officer.

                                        5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>4
<FILENAME>oaom-10k_311.txt
<TEXT>

Exhibit 31.1

	       CERTIFICATION PURSUANT TO RULE 13a-14 AND 15d-14
             UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Halden Shane, Principal Executive Officer of the Registrant, The Ozone Man,
Inc., certify that:

     1.  I have reviewed this Form 10-K of the Registrant;

     2.  Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

     3.  Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Registrant as
of, and for, the periods presented in this report;

     4.  The small business issuer's other certifying officer(s) and I am
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the small business issuer and have:

          (a)  Designed such disclosure controls and procedures, or caused such
               disclosure controls and procedures to be designed under our
               supervision, to ensure that material information relating to
               the Registrant, including its consolidated subsidiaries, is made
               known to us by others within those entities, particularly during
               the period in which this report is being prepared;

          (b)  Designed such internal control over financial reporting, or
               caused such internal control over financial reporting to be
               designed under our supervision, to provide reasonable assurance
               regarding the reliability of financial reporting and the
               preparation of financial statements for external purposes in
               accordance with generally accepted accounting principles;

          (c)  Evaluated the effectiveness of the Registrant's disclosure
               controls and procedures and presented in this report our
               conclusions about the effectiveness of the disclosure controls
               and procedures as of the end of the period covered by this report
               based on such evaluation; and

          (d)  Disclosed in this report any change in the Registrant's internal
               control over financial reporting that occurred during the
               Registrant's most recent fiscal quarter (the Registrant's fourth
               fiscal quarter in the case of an annual report) that has
               materially affected, or is reasonably likely to materially
               affect, the Registrant's internal control over financial
               reporting; and

     5.  I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the Registrant's auditors and the audit
committee of the Registrant's board of directors (or persons performing the
equivalent functions):

          (a)  all significant deficiencies and material weaknesses in the
               design or operation of internal control over financial reporting
               which are reasonably likely to adversely affect the Registrant's
               ability to record, process, summarize and report financial
               information; and

          (b)  any fraud, whether or not material, that involves management or
               other employees who have a significant role in the Registrant's
               internal control over financial reporting.

Dated:  March 27, 2009                       By: /s/ Halden Shane
                                                --------------------------------
                                                     Halden Shane
                                                     Principal Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>5
<FILENAME>oaom-10k_312.txt
<TEXT>

Exhibit 31.2

	       CERTIFICATION PURSUANT TO RULE 13a-14 AND 15d-14
             UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Halden Shane, Principal Financial Officer of the Registrant, The Ozone Man,
Inc., certify that:

     1.  I have reviewed this Form 10-K of the Registrant;

     2.  Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

     3.  Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Registrant as
of, and for, the periods presented in this report;

     4.  The small business issuer's other certifying officer(s) and I am
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the small business issuer and have:

          (a)  Designed such disclosure controls and procedures, or caused such
               disclosure controls and procedures to be designed under our
               supervision, to ensure that material information relating to
               the Registrant, including its consolidated subsidiaries, is made
               known to us by others within those entities, particularly during
               the period in which this report is being prepared;

          (b)  Designed such internal control over financial reporting, or
               caused such internal control over financial reporting to be
               designed under our supervision, to provide reasonable assurance
               regarding the reliability of financial reporting and the
               preparation of financial statements for external purposes in
               accordance with generally accepted accounting principles;

          (c)  Evaluated the effectiveness of the Registrant's disclosure
               controls and procedures and presented in this report our
               conclusions about the effectiveness of the disclosure controls
               and procedures as of the end of the period covered by this report
               based on such evaluation; and

          (d)  Disclosed in this report any change in the Registrant's internal
               control over financial reporting that occurred during the
               Registrant's most recent fiscal quarter (the Registrant's fourth
               fiscal quarter in the case of an annual report) that has
               materially affected, or is reasonably likely to materially
               affect, the Registrant's internal control over financial
               reporting; and

     5.  I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the Registrant's auditors and the audit
committee of the Registrant's board of directors (or persons performing the
equivalent functions):

          (a)  all significant deficiencies and material weaknesses in the
               design or operation of internal control over financial reporting
               which are reasonably likely to adversely affect the Registrant's
               ability to record, process, summarize and report financial
               information; and

          (b)  any fraud, whether or not material, that involves management or
               other employees who have a significant role in the Registrant's
               internal control over financial reporting.

Dated:  March 27, 2009                       By: /s/ Halden Shane
                                                --------------------------------
                                                     Halden Shane
                                                     Principal Financial Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>6
<FILENAME>ozom-10k_321.txt
<TEXT>

Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                              AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of The Ozone Man, Inc. (the "Company")
on Form 10-K for the year ended December 31, 2008 as filed with the Securities
and Exchange Commission (the "Report"), the undersigned, in the capacities
and on the dates indicated below, hereby certifies pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

     1.     the Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

     2.     the information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.


Dated:  March 27, 2009             By: /s/ Halden Shane
                                      --------------------------------
                                      Halden Shane
                                      Principal Executive Officer
                                      Principal Financial and Accounting Officer


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
