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    Washington, D.C. 20549

    FORM 10-K

    ? Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934

     For the fiscal year ended December 31, 2008

    ? Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934.

    Commission file number: 333-18439


    (Name of small business issuer in its charter)

    Florida 59-3482752

    (State or Other Jurisdiction of (I.R.S. Employer

    Incorporation or Organization) Identification No.)

    2772 Depot Street, Sanford, Florida 32773

    (Address of Principal Executive Offices) (Zip Code)


    (Issuer’s telephone Number)

    Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of

    1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ? No ?

    Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and

    will not be contained, to the best of the 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. ?

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

    Large accelerated filer ? Accelerated filer ? Non-accelerated filer ? Smaller Reporting Company ? Indicate by check mark whether the registrant is a shell company as defined in Rule 12-b of the Exchange Act. Yes ? No ? As of December 31, 2008, 48,360,788 shares of the registrant’s voting common stock were outstanding and held by non-affiliates.

    PART I

    Forward-Looking Statements:

    In addition to historical information, this Annual report on Form 10-K may contain statements that could constitute ―forward-

    looking statements‖ under the federal securities laws. Forward-looking statements often are characterized by terms such as ―may‖, ―believes‖, ―projects‖, ―expects‖, or ―anticipates‖, and do not reflect historical facts. Forward-looking statements involve risks, uncertainties, and other factors that may cause the Company’s actual results, performances or achievements to

    be materially different from those expressed or implied by such forward-looking statements. Factors and risks that could

    effect the Company’s results and achievements and cause them to materially differ from those contained in the forward-

    looking statements include those identified throughout this report and in the section in Item 6, below, as well as other factors

    that the Company currently is unable to identify or quantify, but that may exist in the future. In addition, the foregoing factors

    may effect generally the Company’s business, results of operations, and financial position. Forward-looking statements speak only as of the date the statement was made. The Company does not undertake and specifically declines any obligation to

    update any forward-looking statements included in this report on Form 10-K.

    Item 1. Business.

    Mobile Area Networks, Inc. (OTCBB: ―MANW‖) was incorporated in Texas on May 22, 1996 and a Florida corporation of the same name and purpose was formed on November 28, 1997 and became effective on January 1, 1998. The Florida

    corporation then became the successor in interests to the Texas corporation of the same name. The Texas corporation

    transferred all right, title, and interests in and to its assets over to the Florida Company. Such transfer was made in exchange

    for the Company’s issuance of stock to the Texas Company’s shareholders on a five for one share basis. That is, each share of

    the previously outstanding stock was split up into five shares of the Company’s stock. The Management of the Company had

    previously decided to operate from and be domiciled in the state of Florida and also decided to streamline its corporate

    operations, and at the same time created more authorized shares for the corporation to use for funding and or acquisitions.

    This was accomplished without diluting the ownership of the then current shareholders.

    The primary effect of this action was to change the State of Incorporation of the Company.

    Mobile Area Networks, Inc. the ―Company‖, began operations in Heathrow, Florida in 1996, and in early 1997 the company

    successfully developed, deployed, and documented the first use of any Wireless internet or data service into hotels. This

    service was for users of laptop computers and stationary internet computers ―kiosks‖, beginning in the Westin Hotel in

    Waltham (Boston), MA. and other hotels, office buildings, convention centers, and the town of Altamonte Springs Florida.

    Less secure services with free access became the dominant business model, and although technically successful, this service

    did not generate sufficient revenues to sustain operations, and the Company’s management pursued other means of generating revenues to sustain the operating Company.

    The Company therefore decided to enter a core Industry to preserve some value for its shareholders, and on August 12, 2002

    entered into an agreement to acquire the operating assets of Vintage Industries, Inc. (―Vintage‖) in a stock for assets purchase.

    The assets consisted of the remnants of an ongoing plastics molding business with computerized plastics mold engineering

    and manufacturing equipment including; computer aided machinery, patents pending, trade secrets for a process to rapidly

    produce plastic injection molds, numerous existing injection molds, plastics injection molding presses, office and support

    equipment, and the then existing customer base of Vintage.

    The Company agreed to issue 1,440,000 of its SEC Rule 144 Restricted Common Shares (having a market value of

    approximately $274,000 according to the trading price of public shares on the day of the agreement), to be disbursed among

    the shareholders of and by Vintage Industries, Inc. Vintage was to be dissolved and all future operations in a timely manner

    were to be consolidated into and owned by Mobile Area Networks, Inc. The Company also agreed to assume responsibility

    for certain current and long-term liabilities of Vintage.

    Simultaneous to the acquisition of the Vintage assets the Company acquired the complete plastic molding machinery and

    equipment of ―Recoton Corporation‖ (at that time a NASDAQ company) in a distress sale which allowed the Company to

    pay a small amount of cash, plus the agreement to furnish Recoton with certain parts production requirements which it had

    been molding in-house. The effect of this transaction was to dramatically increase production capacity for the Company.

    However the short term effect was detrimental to the cash position of the Company and then shortly thereafter Recoton’s

    business ceased operating. At the time of Recoton’s demise the Company had consolidated operations from four smaller

    facilities into one much larger manufacturing facility beginning in December 2002. The Company began the year 2003 as

    essentially a start-up molding company. In the years when the demand for these plastic services was great Vintage did not

    have the capacity to increase production and after the consolidation the demand and profitability for these services was

    eroded by foreign competition.


    The business and customer base changed substantially after the Vintage assets acquisition by Mobile Area Networks, Inc. Previously Vintage derived the majority of its revenues from one business segment which was the sporting firearms industry. Customers included many of the well known firearms makers in the business such as; Austin Halleck, Charter Arms, Colt, Henry Repeating Arms, North American Arms, Marlin Firearms, Mossberg, Savage Arms, and Winchester. For several years the sporting arms industry suffered economically but at the year ending 2008 the industry appeared to be improving and some of these companies remain customers of the Company.

    THE FUTURE OF PLASTICS AND THE COMPANY: During the year ended 2008 the Company generated its plastics services revenues from a diverse mix of residential and commercial construction product parts, military and simulation training parts, orthopedic device parts, consumer product parts, automotive computer housings, sporting rifle parts, archery bow parts, snow ski equipment parts, novelty toys, concrete block construction parts, and air conditioner parts. The Company’s management is also working to develop proprietary items to market in addition to custom molding in order to

    better control production scheduling and costs in the future.

    THE FUTURE OF PLASTIC MOLD MAKING: During the year 2008 the Company obtained new business because of its ability to develop molds from customer’s ideas, as well as its ability to modify and maintain molds. Many plastic molders

    must outsource mold maintenance whenever repairs are needed, which causes dramatic delays in production time. The Company also offers product development prototyping and mold design to speed the process of ―Idea To Product‖.

    The Company is not aware of any required government approval for any of its services, but should this need arise there is no reason for the Company to believe that it would not be able to obtain such approvals.

    The Company estimates that it has expended approximately $695,000 on research and development during the past eight years, the majority of which has been provided by investors in the Company and primarily with respect to the Company’s

    wireless systems and plastics molding systems. The Company is not aware of any environmental issues that may impact the Company or its services.

    The Company has approximately nine full time employees including its President. In addition there are part time consultants available to the Company on an as needed basis. The Company also has marketing arrangements with outside individuals on a commission only basis.

    Item 1A. Risk Factors.

    Not applicable for smaller reporting companies.

    Item 1B. Unresolved Staff Comments.


    Item 2. Properties.

    The Company leases its office and manufacturing facility at 2772 Depot Street in Sanford, Florida. That lease, which originally was a sub-lease, was executed on November 11, 2002 covering 20,680 square feet for a five year term. On July 31, 2003 the Company negotiated a master lease covering the entire 25,000 square feet for a term of three years and ten months commencing on August 1, 2003 and continuing through May 31, 2007. On September 1, 2007, the Company executed a five-year lease with the same owner effective June 1, 2007 through May 31, 2012. On January 1, 2009, the Company executed a new seven year lease with the same owner effective January 1, 2009 through December 31, 2015 with a base rent of $10,500.00 and pro-rated real estate taxes plus sales taxes aggregating $12,293.23 per month.. The lease is subject to annual increases of $.20 per square foot. The lease provides two options to renew the term for five years each. Additionally, the lease provides the tenant with the right of first refusal to lease, under the same terms, the approximate 10,000 square feet of

    adjoining space should it become available. During 2006, the Company exchanged Treasury Stock with its landlord for approximately eight months of rent. The difference between the fair market value of the stock at the effective date of the exchange and the cost of the Treasury Stock has been credited to Paid-In Capital. As of December 31, 2008 all office equipment and furnishings were owned by the Company outright and without leases.

    The Company owns the registered trademark ―mobiLAN?‖, and claims copyright ownership of other creative and derivative works. On April 28, 1998 Mobile Area Networks, Inc. was granted U.S. Patent #5,745,884 which covers ―System And

    Method For Billing Data Grade Network Use On A Per Connection Basis.‖ There can be no guarantee of any tangible value for this patent, which was accounted for as a fully amortized intangible asset on the balance sheet of the Company.


Item 3. Legal Proceedings.

    On October 3, 2002, a complaint was filed against the Company with the Circuit Court of Seminole County, Florida by

    David Byron, a former officer, former employee, and former shareholder of Vintage Industries, Inc., for non-delivery of

    288,000 shares of restricted common stock of Mobile Area Networks, Inc., per a general mutual release and separation

    agreement between Vintage Industries, Inc. and Mr. Byron. Mr. Byron is seeking immediate delivery of 288,000 shares of

    Restricted Common Stock of Mobile Area Networks, Inc. and damages in the amount of the value of the stock. The

    Company is withholding delivery of the shares to Vintage Industries, Inc., as it was agreed to in its acquisition Agreement

    pending the return of various Vintage Industries owned assets which remain allegedly held in the possession of and by

    Mr. Byron, and which were pledged to GE Capital and others as part of loan security agreements with Vintage. The

    Company intends to vigorously defend its position as the Company has never entered into any Agreement of any nature

    whatsoever with Mr. Byron. Therefore the Company does not believe the range of loss, if any, can be reasonably estimated at

    this time. Accordingly, no provision for possible loss has been made in these financial statements.

    There has never been at any time, any Agreement made by or between Mobile Area Networks, Inc., and Mr. Byron

    relating to stock shares or any other matter whatsoever.

    The Company has not been a party to any bankruptcy proceedings.

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



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


    On February 16, 1999, the Company’s registration statement covering the registration of 5,000,000 shares of common stock was declared effective by the U.S. Securities and Exchange Commission (SEC). Provisions of the registration statement

    included a maximum offering price of $6.00 per share for projected gross proceeds of $30,000,000. The securities associated

    with the offering were sold on a best efforts, no minimum amount basis and as of December 31, 2000, the Company had sold

    and issued 100,103 shares of common stock under the offering, which was closed on November 24, 2000 in anticipation of

    being traded on the OTCBB system.

    On January 10, 2001, the Company’s stock began publicly trading on the OTCBB system under the symbol ―MANW‖.

    The following table shows the reported high and low sales price at which the Common Stock of the Company was traded in


     High Low

    First Quarter .05 .04

    Second Quarter .04 .03

    Third Quarter .04 .03

    Fourth Quarter .03 .01 The proceeds from the Company’s stock sales to date have been and are being used primarily to fund the continuing

    operations of the Company’s plastics manufacturing systems as well as for funding administrative activities and marketing

    programs of the Company which now includes the consolidated plastics molding facility. The Company continues to explore

    acquisition opportunities in order to grow the revenue base and build value for the Company.

    A majority of the Company’s total outstanding shares, 48,360,788 are restricted for sale under SEC Rule 144. Total

    authorized shares are 50 million. Most of the outstanding shares are owned by Company founders or insiders as reported in

    the Prospectus of the Company dated February 16, 1999 and in subsequent periodic reports including this Annual Report,

    such insider owned shares being further restricted as to resale. The Company has no obligation or requirement to register any

    of the restricted shares for public sales. However, shares held for the required time period under Rule 144 could under certain

    conditions be sold by the owners of those shares who are not considered to be insiders or owners of control shares when sold

    through broker transactions and with the proper Form 144 documentation and filing.

    As of December 31, 2008, the Company had 419 registered shareholders of record.

    Item 6. Selected Financial Data.

    Not applicable for smaller reporting companies.


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

    Management’s Discussion and Analysis or Plan of Operation should be read in conjunction with the financial statements and

    related notes which are contained herein in the following pages under Item 7.

    Results of Operations Revenues decreased from $428,642 in 2007 to $238,289 in 2008, a decrease of 44%. During 2008, industry-wide economic conditions caused certain key customers to curtail orders compared to their 2007 activity.

    Cost of Goods Sold decreased commensurate with the decrease in revenues from $227,736 in 2007 to $184,447 in 2008.

    Total Operating Expenses decreased from $647,111 in 2007 to $518,697 in 2008, a decrease of 20%.

    Bad Debts expense decreased from $1,693 in 2007 to $-0- in 2008. The Allowance for Doubtful Accounts was reduced from

    $35,000 as of December 31, 2007 to $5,000 as of December 31,2008.

    Depreciation expense decreased from $78,854 in 2007 to $9,842 in 2008, a decrease of 88%. The decrease reflects certain

    assets that became fully depreciated during the year.

    Interest expense decreased from $38,079 in 2007 to $29,312 in 2008, a decrease of 23%. The decrease reflects the overall

    reduction in long-term debt owed to non-related parties.

    Outside Services increased from $4,496 in 2007 to $11,013 in 2008. The increase reflects the need for contract and temporary

    staff to meet certain production schedules.

    Payroll and payroll taxes decreased 4% from $369,861 in 2007 to $353,441 in 2008. The decrease is attributable to decreased

    production staff related to less than normal business.

    Professional Services increased from $6,500 in 2007 to $6,590 in 2008. The slight increase relates primarily to the services of

    the Company’s auditor.

    Other Operating Expenses, which includes such expenses as telephone, internet service, utilities, postage, office supplies, and

    local taxes, decreased from $147,628 in 2007 to $108,499 in 2008, a decrease of 27%. The 2008 decrease relates to less

    spending on electric utilities, corporate insurance, health insurance and office expenses.

    The Company realized a Gain on Forgiveness of Debt of $136,537 during 2007 resulting from the writing-off of stale-dated

    accounts payable left over from its 2002 acquisition of Vintage Industries and also certain payroll tax reserves that were

    established in 2003 pending an audit that later was settled successfully. In 2008, there was not a similar transaction.

    The Net Loss increased from $309,668 in 2007 to $464,855 in 2008. The increased loss is attributable to the decrease in Sales

    resulting from poorer economic conditions in 2008 as compared to 2007. The Net Loss Per Share was $.01 in 2008 and $.01

    in 2007.

    The Company’s operating loss carryforwards are approximately six million forty-two thousand dollars ($6,042,000) which

    are recoverable as income tax savings through the year 2028.

    Liquidity and Capital Resources

    Working Capital amounted to $(80,386) at December 31, 2008 compared to $(153,684) at December 31, 2007. Cash

    amounted to $68,880 at December 31, 2008 as compared to $26,920 at December 31, 2007. As more fully described under

    the Company’s statements of cash flows in the accompanying financial statements, net cash used in operating activities for

    the year ended December 31, 2008 and 2007 was $(403,827) and $(69,168), respectfully primarily as a result of the

    Company’s net losses. For the year ended December 31, 2008 and 2007, cash was provided primarily by additional stock

    issuance and advances from stockholders. During the years ended December 31, 2008 and 2007, cash was used to fund


    The Company’s short term liquidity and capital needs have been satisfied primarily from the continuing sale of the

    Company’s common stock in private sales, and loans from shareholders. The Company continues to seek the support of

    underwriters and market makers for the handling of its stock sales.


The Company’s stock registrar is Standard Register & Transfer Company, Inc. which handles all its outside stock share

    registrations and transfers.

    Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

    Not applicable for smaller reporting companies.

    Item 8. Financial Statements and Supplementary Data.

    See Financial Index on page F-1.

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


    Item 9A. Controls and Procedures

    (a) Management’s Annual Report on Internal Control over Financial Reporting Evaluation of Disclosure Controls and Procedures: As of December 31, 2008, under the supervision and with the

    participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our

    disclosure controls and procedures, as defined in Rules 13a-15(e) promulgated under the Exchange Act Rules.

    The Company’s disclosure controls and procedures were ineffective as of December 31, 2007 due to the failure to file Managements Annual Report on Internal Control over Financial Reporting in our original annual report on Form 10-KSB.

    Management’s Annual Report on Internal Control over Financial Reporting: Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the

    Securities Exchange Act of 1934. Our internal control over financial reporting is designed 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. 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 the assets of Mobile Area Networks, Inc; (ii) provide reasonable assurance that transactions

    are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting

    principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management

    and our directors; and (iii) provide reasonable assurance regarding prevention of unauthorized acquisition, use or disposition

    of our assets that could have a material effect on the financial statements.

    Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of

    December 31, 2008. The determination that our internal control over financial reporting was not effective is due to the

    Company’s limited resources and lack of ability to have multiple levels of transaction review. Management believes that this

    ―lack of segregation of duties‖ will be resolved as the Company’s growth provides for the necessary additional staff. Through

    the use of internal consultants and the review process, management believes that the financial statements and other

    information presented herewith are materially correct.

    The Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls will prevent all error and 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. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of

    controls must be considered relative 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, within the Company have been


    Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2008. In

    making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the

    Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its assessment and those criteria, our

    management has concluded that we maintained effective internal control over financial reporting as of December 31, 2008.

    This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm

    regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s

    independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide

    only management’s report in this Annual Report.


This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise

    subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made

    before of after the date hereof, regardless of any general incorporation language in such filing.

    (b) Changes in Internal Controls

    There have been no changes in the Company’s internal control over financial reporting during the period ended December 31,

    2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over

    financial reporting.‖

    Item 9B. Other Information.



    Item 10. Directors, Executive Officers and Corporate Governance.

    (a) Directors and Executive Officers: During the year 2008 the following individuals comprised the Board of Directors and management team. Consistent with

    Florida corporate law and the Company’s By-Laws, the Company’s Board of Directors may by unanimous vote increase the

    number of Board members from time to time and or to elect members to fill vacancies if any.

    George E. Wimbish, age 65, is a founder of the Company and its concept, and has been a Director of the predecessor Texas Company since November 3, 1996, and Chairman, President and CEO since March 28, 1997. His term of office is yearly

    until a successor is chosen. His business experience for the past 5 years includes serving as the Company’s Chief Executive

    Officer. Mr. Wimbish does not serve as a Director in any other public company. He resides in Heathrow, Florida.

    Jerome L. Nettuno, age 46, is the CEO of Edgeinova International Inc., a private software development company. He has extensive experience consulting in such matters as financial planning. Mr. Nettuno has been a valued resource to the

    Company since its inception. He does not serve as a director of any other public company. He resides in Bozeman, Montana.

    Noah V. Savant, age 65, attended McNeese State University in Lake Charles, LA. He is a retired Vice President of

    Communications Workers of America in Atlanta, GA. He has been the Chief negotiator for all Bell South Agreements and is

    very active in legislative and political issues. He has served budget director for C.W.A. district 3. He does not serve as a

    director of any other public company. He resides in Covington, GA.

    Jerald R. Hoeft, CPA, age 66, was appointed Chief Financial Officer in January, 2001. Mr. Hoeft had been a practicing CPA in the Orlando area from 1999 through 2007. Prior to 1999, he was in the financial services industry for over twenty-

    five years where he served as a chief financial officer and director for several leading public and privately-held companies.

    Mr. Hoeft does not serve as a Director in any other public company. He resides in Heathrow, Florida.

    Judy D. Wimbish: Corporate Secretary and Executive Assistant to the CEO. Mrs. Wimbish is the wife of the CEO and has served full time with only token compensation since the beginning of 1998 until the present.

    (b) Significant Employees and Consultants

    Paul Savage: Research and Development Director. Mr. Savage has more than 25 years experience in Principal wireless

    product design in digital, analog, RF, and microwave circuit design. He also possesses extensive field experience in the

    implementation of wireless on towers and other locations. Mr. Savage currently serves in a consulting role to the Company.

    (c) Family Relationships

    Judy D. Wimbish who serves as Executive Assistant, is the wife of CEO and majority shareholder George Wimbish, whose

    shares are jointly owned by Mrs. Wimbish. She currently serves full time and has received only token compensation to date.

    (d) Certain Legal Proceedings: The Company is not aware of any legal proceedings within the last five years against any Director, Officer, Significant

    Employee, or candidate for any such position involving a petition under the Bankruptcy Act or any State insolvency law or of

    any receiver, fiscal agent or similar officer appointed by a court for the business or property of such person or any partnership

    in which he was general partner or within two (2) years before the time of such filing, or any corporation or business

    association of which he was an executive officer at or within two (2) years before the time of such filing; nor is the Company

    aware of any of the above-mentioned persons being convicted in a criminal proceeding; except as follows: NONE


Item 11. Executive Compensation.

    The Company’s current policy is that Directors serve without compensation. However, in the future it may be in the

    Company’s best interests to compensate Directors in a manner that will attract the most qualified people to serve on the

    Company’s Board. Through December 31, 2008 the officers of the Company have served mostly without compensation other

    than the allowance to acquire Restricted founders stock at a preferred price. Mr. Wimbish was paid $10,000 in 2008. The

    Company’s management may determine when it is in the best interest of the Company to compensate Officers and Directors. For the years 1998 through 2008, Mr. Wimbish’s annual salary was approved to be $120,000, a portion of which has not been

    collected and remains in accrued expenses on the 2008 and 2007 balance sheets.

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

    The following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of

    December 31, 2008 with respect to each director and officer and any person who is known to the Company to be the

    beneficial owner of five percent (5%) or more of the Company’s outstanding Common Stock. Also set forth in the table is the

    beneficial ownership of all shares held by all directors and officers, individually and as a group.

    Name And Address Of Owner. Shares Owned Percent George E. Wimbish* 25,500,000(a) 52.73% Director, Chairman, President, & CEO 2772 Depot Street Sanford, Fl 32773 Judy D. Wimbish*


    Jointly owns all shares with George Wimbish, CEO. Jerald R. Hoeft 370,000(d) .77% Treasurer, Chief Financial Officer Company Address Jerome L. Nettuno 978,000(d) 2.02% Director Company Address Noah V. Savant 15,000 0.03% Director Company Address Subtotal 26,863,000 55.55% Other Private Shareholders 19,306,488(b) 39.92%(c) Publicly traded shares 2,191,300 4.53% Total 48,360,788 100.0% ———————

    (a) Within the knowledge of the issuer, no other person holds or shares the power to vote or direct the voting of securities

    described pursuant to subsection (a) above. No other person holds shares or the power to vote 5% or more of the

    issuer’s voting securities.

    (b) The Company may utilize private stock shares as incentive or compensation for the product and service marketing

    efforts of the Company’s employees, when appropriate.

    (c) Some of the restricted shares included in this total have been conditionally assigned to certain employees or consultants

    with performance and or tenure requirements. The possibility that all of these private shares may or may not be

    rescinded would not dramatically affect this percentage.

    (d) A portion of these shares were acquired in private transactions between unrelated private shareholders.

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

    All transactions during the previous two years and any presently proposed transaction to which the issuer is a party in which

    any person having a relationship with the issuer has a direct or indirect material interest are the following transactions, and no others:



Item 14. Principal Accounting Fees and Services.

Audit Fees


    Audit-Related Fees

Tax Fees

All Other Fees


    Item 15. Exhibits, Financial Statement Schedules.




    Exhibit 32 CERTIFICATION



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


     By: /s/ George Wimbish

     George Wimbish

     President & CEO

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant

    and in capacities and on the dates indicated.

    Signature Title Date

    /s/ George Wimbish Director, Chairman, President, Chief Executive. March 25, 2009 George Wimbish

    /s/ Jerald R. Hoeft Treasurer, Chief Financial Officer March 25, 2009 Jerald R. Hoeft

    /s/ Jerome L. Nettuno Director March 25, 2009 Jerome L. Nettuno

    /s/ Noah V. Savant Director March 25, 2009 Noah V. Savant


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