8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 6, 2006

VALLEY FORGE COMPOSITE

TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Florida	0-51420	20-3061892
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

628 Jamie Circle

King of Prussia, PA 19406

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code (484) 620-0304

Quetzal Capital 1, Inc.

2435 E. Coast Hwy, Suite 9

Corona del Mar, CA 92625

(Former Name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Information included in this Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Quetzal Capital 1, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

SECTION 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

On July 6, 2006, Quetzal Capital 1, Inc., a Florida corporation (the “Company”) entered into a share exchange agreement with Valley Forge Composite Technologies, Inc., a Pennsylvania corporation (“VFCT”). The share exchange has been approved by the Company and its sole shareholder and by VFCT’s board of directors and a majority of its shareholders. The result of the share exchange is that VFCT became a wholly-owned subsidiary of the Company, and the Company changed its name to Valley Forge Composite Technologies, Inc., a Florida corporation. Several related agreements were also made with parties associated or affiliated with the Company in connection with the approval of the share exchange. These agreements involve the approval of a consulting agreement and a warrant agreement with Coast To Coast Equity Group, Inc. (“CTCEG”), a company owned by the same shareholders who own the Company’s corporate shareholder, Quetzal Capital Funding I, Inc. (“QCF1”), a registration rights agreement for QCF1, CTCEG and others. The details of the share exchange and the related agreements are set forth in detail in Item 2.01 below. The agreements are also attached as exhibits to this Form 8-K.

SECTION 2 - Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets

Description of VFCT’s Business

As a result of the share exchange, the Company’s status as a shell corporation ceased, and the entire business of the Company now is identical with its subsidiary VFCT. VFCT was formed as a Pennsylvania corporation in November 1996. VFCT has not materially reclassified, merged, consolidated, purchased or sold any significant amount of assets other than in the ordinary course of business. VFCT has never been the subject of any bankruptcy, receivership or similar proceedings.

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Since its inception, VFCT has positioned itself to develop and acquire advanced technologies. Between 1996 and approximately 2003, VFCT won numerous contracts to produce various mechanical devices for special projects. Since September 11, 2001 the company has focused much of its energy on the development and commercialization of its counter-terrorism products. Such products include an advanced detection capability for illicit narcotics, explosives, and bio-chemical weapons using photo-nuclear reactions to initiate secondary gamma quanta the result of which is a unique and distinguishable signal identifying each component of a substance. All of VFCT’s past projects have terminated pursuant to the expiration of the relevant contracts, and VFCT does not receive any residual revenues or incur or carry forward any costs from any of them.

At present, and for the last four years, VFCT has focused on the acquisition of the rights to manufacture and distribute the THOR LVX photonuclear detection system (“THOR”) in the United States and to certain other countries and to develop THOR. THOR is based on a high energy miniature particle accelerator. THOR creates photo nuclear reactions in carbon and nitrogen isotopes present in modern explosive devices as well as in oxygen present in narcotics. The reactions follow a predictable determined pattern or chemical signature that can be used to identify the substance. THOR can also be enhanced with a fast neutron detector in order to detect fissile material.

To the best of VFCT’s knowledge, no existing device can effectively screen for explosives, drugs, micro organisms and nuclear materials, such as plutonium and weapons grade uranium. VFCT’s partners for next generation Explosives Detection Systems (“EDS”) are the Lawrence Livermore National Lab, which has recently been designated the “Center of Excellence” for EDS technologies, and the P. N. Lebedev Physical Institute (LPI), the premiere physics laboratory in the Russian Federation, which has developed THOR, a device that clearly exceeds current requirements for screening of explosives and is the only system of its kind.

Technology Protection

VFCT succeeded in obtaining the exclusive worldwide rights to THOR until 2014, but not the rights to manufacture or sell the unit in the former Soviet Union. VFCT has an option to indefinitely extend its rights to THOR.VFCT estimates that is has at least five year’s advantage over any competition who may attempt to build and bring to market a particle accelerator of similar size and function. This is because THOR has ten years of research and development behind its prototype. Each THOR unit is estimated to have an operational life of ten years. Thus, once THOR is introduced to the market and implemented in the field, VFCT believes that THOR owners are more likely than not for several years to not purchase a competitive product. In the meantime, VFCT will be taking steps to improve THOR and to customize it for new applications.

Because of its small size and demonstrated effectiveness at detecting explosive, narcotic and bio weapon substances concealed in attempted concealment barriers, the THOR technology can be applied in many security contexts including the external scanning of an entire cargo container or truck container, and can be outfitted to scan airport bags, land mines, and for protection of high value targets. The data produced can be instantly transmitted to the Department of Homeland Security and other agencies for accurate threat detection, assessment, and knowledge dissemination.

Research and Development

VFCT has been awarded a $1.8 million grant from U.S. Department of Energy (DOE) for continued research, design, and production of the first THOR unit. The grant funds are allocated to the Lawrence Livermore National Laboratories and are not part of VFCT’s financial statements. VFCT has contributed research and development expenses to facilitate the commercialization of THOR. These expenses are set forth in VFCT’s financial statements in this Form 8-K.

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The technology used to manufacture the THOR units is made possible through an exclusive rights agreement with the P.N. Lebedev Physical Institute of the Russian Academy of Sciences. Production equipment for initial accelerator detector complex (ADC) units, the heart of our detection systems, is in place and operational, and a prototype unit has been designed.

The THOR technology continues to be tested by the DOE, and VFCT will need final DOE approval and possibly Transportation Safety Administration approval before THOR can be commercially developed for use at airports in the United States of America. However, such approvals are not required for VFCT to build and sell THOR units to other U.S. customers or foreign buyers, but U.S. State Department approval will be required to sell a unit to a foreign buyer.

Raw Material Sources and Availability

THOR materials and parts are available on an as needed basis from a variety of sources in the United States of America. Accordingly, VFCT does not expect to encounter problems in acquiring the commercial quantities of components required to build THOR.

Homeland Security

The Company expects that design and manufacture of homeland security and anti-terrorism systems will grow to become the major component of VFCT’s business over the next five years as the United States Department of Homeland Security and the United States Military launches and ramps up its efforts to protect ports, rail, truck, and airline cargo, high value assets, and ships from terrorists. The THOR technology is designed to detect all typical chemical, nuclear, and bio weapon threats to the strategic interests.

The THOR Market

Each year more than 16 million cargo containers arrive in the United States by ship, truck, and rail with no effective EDS machines currently available to inspect them. Demand for accurate inspection units is increasing monthly. Ensuring the security of the maritime trade system is essential, given that approximately 90 percent of the world's cargo moves by container. The United States Government will increase technology spending 8.5% through FY08. That is $68.2 billion in five years, up from $45.5 billion. Most important, the Administration's funding priorities dovetail well with the critical mission areas established in the national homeland security strategy.

The likely market for THOR includes:

· Ports, cargo hubs, and rail yards

· World-wide express cargo facilities

· United States postal facilities

· United States border crossings

· United States military field applications

· World-wide markets; and

· Technology licensing opportunities.

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Major Customer Dependency and Competition

VFCT believes that it will have a competitive advantage over every known product available on the market today. VFCT’s THOR is more powerful than any known competitor’s products, is portable, and is less expensive to operate. There is no way to estimate customer dependency at this time.

Traditional detection systems are based on X-rays of various energy levels, including Nuclear Magnetic Resonance (NMR) and Quadropole Magnetic Resonance (QMR). However, it has been determined that X-rays lack sufficient strength to penetrate all barriers and are often absorbed or deflected before they can properly penetrate a container. Utilizing high-energy gamma rays overcomes this problem and as a result VFCT’s device can penetrate any container. To generate these high-energy gamma rays, a particle accelerator is required.

Typical high energy particle accelerators are generally the size of a warehouse. Russian scientists, through decades of dedicated research, have developed a miniature particle accelerator the size of a small table top. The special performance of this machine cannot be stressed enough. It takes focused energy to penetrate 8 feet through a cargo container and to return a discernable signal. Only VFCT’s EDS system can generate the necessary power levels and generate the necessary return signals to accurately determine the amount and composition of explosives, drugs or other illicit material. Rather than using weak X-ray sources or low level gamma energies created by radioactive isotopes, VFCT utilizes its miniature particle acceleratorto create high energy gamma rays capable of penetrating any barrier and detecting explosives, unlike any other available device. As a comparison, typical EDS machines operate at 0.5 to 1.5 MeV. VFCT’s THOR generates 55 MeV.

Equally important, VFCT’s device, via photo-nuclear reactions, can also determine the exact chemical nature and quantity of any explosives within the sealed container. The system accurately penetrates concealment media and performs to 99.6% accuracy.

THOR can be fully automated including the scanning and analysis of the nature and volume of explosive materials, devices or their components, meaning that no human operator is required, and it can be operated from a remote location. This reduces the operation costs of THOR compared to any other product. Also, THOR’s energy consumption is approximately 30 kilowatts vs. 50 kilowatts consumed by other detection systems.

Distribution of THOR

VFCT intends to sell THOR through direct sales means in the United States, Canada, and Europe. VFCT anticipates that it will sell THOR units through unaffiliated dealers in the Middle East and Far East.

Effect of Existing or Probable Government Regulations

There is no effect on the Company's potential sales arising from government regulations, and VFCT does not anticipate any change to this in the future.

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Costs and Effects of Compliance with Environmental Laws

VFCT has incurred no costs nor suffered any effects to maintain compliance with any environmental laws.

Environmental Impact

Food and other objects scanned with the THOR prototype have returned to below background radiation levels within approximately fifteen minutes. No long term effects were evidenced.

Dependence on One or a Few Major Customers

VFCT’s successful production and sales of THOR will initially depend to a great extent on the United States Government’s interest in THOR. VFCT will seek other buyers worldwide both to increase market share and to reduce its dependence on the United States Government and of any branch or agency of the United States Government.

Management’s Plan of Operation

VFCT’s plan of operation for the next twelve months is to continue, and to facilitate if possible, the process of obtaining final U.S. government approvals for the THOR technology and to begin assembly of the THOR beta model. The Company is not expected to have any material income until the THOR units are in production, but the Company is likely to incur marketing and research and development expenses and is certain to incur payroll expenses in the interim.

The Company will seek private investor financing, in an amount as yet undetermined, following the approval by its shareholders of the share exchange with VFCT. The Company expects to use any proceeds raised from private capital raising efforts to meet general operational and payroll expenses, which may also include the payment of additional research and development and marketing expenses.

In the last three years, the Company’s cash flow needs have been met through capital investments from its founders. The Company’s day-to-day operations are not expected to change until such time as delivery of commercial THOR devices are completed. Private capital investments in the Company are expected to substitute for and expand the ongoing capital contributions previously contributed by the Company’s founders.

In the coming months, the Company will sharpen its estimates of its capital requirements based on the quantities of THOR units ordered. Initial market demand for THOR will determine the Company’s labor and physical plant requirements.

Neither the Company nor VFCT have any off-balance sheet arrangements.

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Employees

VFCT has four direct employees, of which two are executive management and two are administrative employees. The DOE has assigned approximately 50 physicists and 40 engineers to spend approximately 75% of their time working on the THOR project. The DOE employees are not paid for by VFCT.

Description of Property

VFCT does not own or lease a manufacturing facility for production of THOR. VFCT intends to build at least one assembly facility in the United States. VFCT is in the process of evaluating locations and obtaining estimates for the preparation of a suitable site.

VFCT’s projection for the timing of production is dependent on its ability to raise funds from equity investors and to develop at least one assembly facility.

Security Ownership of Certain Beneficial Owners and Management

The reorganized Company has 50,000,000 shares issued and outstanding. The 100% control block of the Company owned by QCF1 has been reduced to a 10% interest while the former shareholders of VFCT collectively own 80% of the Company. Beneficial owners and management will have the following holdings of the Company:

TITLE OF CLASS	NAME AND ADDRESS OF BENEFICIAL OWNER	AMOUNT & NATURE OF BENEFICIAL OWNERSHIP	PERCENT OF CLASS
Common Stock ($0.001 par value)	Louis & Roe Brothers, TEN ENT 628 Jamie Circle King of Prussia, PA 19406	18,880,000	38%
Common Stock ($0.001 par value)	Larry & Pat Wilhide, TEN ENT 628 Jamie Circle King of Prussia, PA 19406	18,880,000	38%
Common Stock ($0.001 par value)	Randy & Katie Broadright, TEN ENT 628 Jamie Circle King of Prussia, PA 19406	400,000	0.8%
Common Stock ($0.001 par value)	Quetzal Capital Funding 1, Inc. 2435 E. Coast Highway Suite 8 Corona del Mar, CA 92625	5,000,000 (1)	10%
Common Stock ($0.001) par Value	Directors and Executive Officers as a Group	38,160,000	76%

(1) The shareholders of Quetzal Capital Funding 1, Inc. are identical to the shareholders of Coast To Coast Equity Group, Inc. The shareholders are Tony N. Frudakis, George Frudakis, and Charles J. Scimeca. Coast To Coast Equity Group, Inc. is a party to a consulting agreement and warrant agreement with the Company which could enable its shareholders as a group, as beneficial owners, to acquire a total of sixteen percent (16%) of the Company’s issued and outstanding common stock on a non-diluted basis.

There are no arrangements or agreements providing for the right to acquire additional beneficial ownership by the Company’s management. There are no preconceived arrangements providing for a specific change of control of management of the Company upon the happening of certain future events.

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Directors and Executive Officers, Promoters and Control Persons

Following the share exchange and pursuant to the terms of the Share Exchange Agreement, the Company has a board of directors composed of two individuals, Louis J. Brothers and Larry Wilhide. The Company’s previous director, Tony Frudakis, resigned upon the effectiveness of the Share Exchange Agreement. The board members will hold office until the next annual meeting of stockholders.

Information with respect to the contemplated directors and executive officers of the Company following the Share Exchange is as follows:

Name	Age	Position
Louis J. Brothers	54	Chairman of the Board of
		Directors, Chief Executive Officer,
		and President
Larry K. Wilhide	58	Vice-President Engineering and Director

Louis J. Brothers

A founding shareholder of VFCT, since 1997 Louis J. Brothers has been the president and chairman of the board of directors of VFCT. Mr. Brothers has more than 20 years of experience in marketing, marketing support, product management and logistics in industrial products. Mr. Brothers has extensive international business experience having worked in Europe, Russia, China and Japan. In China, he was part of the management team that supervised the construction of three large industrial plants. Mr. Brothers was responsible for increasing his products’ market share in the bearing industry from 2% to 95%, in the process making valuable contacts, building business relationships with private manufacturers and the research communities and gaining important knowledge in the manufacturing and technology market segments.

From 1995 to 1999, Mr. Brothers was in charge of mid-Atlantic sales for Novamax. From 1994 to 1995, Mr. Brothers was the national sales manager of Process Research, located in Ewing, New Jersey. From 1978 to 1994 Mr. Brothers was an assistant product manager and then the product manager of two to four product lines at Quaker Chemical, located in Conshohosken, Pennsylvania. Mr. Brothers holds a Bachelor of Science Degree in Interdisciplinary Sciences from the University of Cincinnati.

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Larry K. Wilhide

Larry K. Wilhide is a founder of VFCT, and since its inception in 1997 has been a director and the vice-president of engineering. Mr. Wilhide is a part-time employee of VFCT and since 2000 continues to work for SKF Bearing, Inc. in Hanover, Pennsylvania as a sub-contractor where he performs general engineering and design services.

Mr. Wilhide has worked as a design engineer on projects for aerospace bearings for over 25 years including cage, retainer design and spherical bearing refurbishing. He has supported general machining and grinding operations. He was team leader for CAD and CNC programming. Additionally, Mr. Wilhide served in the U.S. Army in Korea where he held primary responsibility for arming nuclear warheads. Mr. Wilhide holds a Bachelors Degree in Mechanical Engineering.

Randy Broadright

Randy Broadright, age 40, is VFCT’s director of aerospace development. He has over fourteen years of military experience in operations and logistics of cargo transport and security. Mr. Broadright served as Squadron Chief Test Pilot in charge of flight test and development of several avionics, guidance, and countermeasures systems. He contributes a unique perspective to baggage and cargo screening through his participation in annual anti-terrorism training as well as his experiences as a pilot for a major airline. Mr. Broadright holds a Bachelor of Arts degree from Miami University. Mr. Broadright is neither a director nor an officer of VFCT but is considered to be a key employee.

Audit Committee Financial Expert

The Company does not have a separate audit committee. The board of directors performs all audit committee functions. The board of directors outsources the audit committee function to the Company’s certified public accountant, Mr. Andrew Gilinsky.

Executive Compensation

The Company expects to compensate each of the contemplated directors and executive officers, effective upon consummation of the Share Exchange or at such time during the fiscal year when cash is available, in the following amounts:

Name	Salary	Position
Louis J. Brothers	$ 0	Chairman of the Board, Director
	125,000	President
	625,000	Sales Commission
Larry K. Wilhide	$ 0	Vice-President
	0	Director
Randy Broadright	$ 80,000	Employee

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Messrs. Brothers and Wilhide each have the use of a company car. No other fringe benefits for either of them have been awarded in the past or are contemplated at this time to be awarded in fiscal year 2006. The cash compensation amounts above a projections dependent upon the receipt of sufficient capital financing.

Certain Relationships and Related Transactions

Payments to Management

The Company owes Mr. Brothers $625,000 as a commission for securing sales in the first quarter of 2006. This payment is reflected in the table above under “Executive Compensation” and is included in the attached balance sheet as “due to stockholders.” In the future, Mr. Brothers and all other employees will receive commissions from their individual efforts resulting in customer purchase orders for THOR units.

Parent-Subsidiary Structure

Following the share exchange, VFCT became a 100% owned subsidiary of the Company. VFCT does not have any subsidiaries. The Company does not have any other subsidiaries other than VFCT. The Company is not a subsidiary of any other company.

Transactions with Promoters

The Company has a consulting contract with Coast To Coast Equity Group, Inc. The contract is for a two-year period. The full text of the contract is attached to this Form 8-K. The terms of the contract generally provide that Coast To Coast Equity Group, Inc. will not be paid cash but will be paid warrants to purchase up to three million shares of Company common stock. The warrant agreement also is attached to this Form 8-K.

Miscellaneous Agreements

Coast To Coast Equity Group, Inc., Quetzal Capital Funding 1, Inc., and certain as yet unknown investors have registration rights for their common stock and warrants pursuant to a registration rights agreement, a copy of which is attached to this Form 8-K. The registration rights enable these parties to require the Company to file a registration statement no later than thirty (30) days after the Company obtains a shareholder base of 35 shareholders. The filing and effectiveness of any such registration statement will allow these parties to sell their Company common stock without restriction. The Company will not realize any proceeds from sales of the securities owned by the contracting parties. Coast To Coast Equity Group, Inc., and Quetzal Capital Funding 1, Inc., are also protected from dilution of their percentage ownership of the Company. Non-dilution rights, as defined by the registration rights agreement, mean that these parties shall continue to have the same percentage of ownership and the same percentage of voting rights of the class of the Company’s common stock regardless whether the Company or its successors or its assigns may thereafter increase or decrease the authorized number of shares of the Company’s common stock or increase or decrease the number of shares issued and outstanding. The non-dilution rights, by the terms of the registration rights agreement, will continue in effect for a period two years from the effective date of a registration statement filed in compliance with the registration rights agreement.

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Description of Securities

As a result of the share exchange, the Company has 50,000,000 shares of common stock, par value $0.001 per share, issued and outstanding. The Company has 100,000,000 shares of common stock authorized. No other classes of common stock have been issued previously or will be issued pursuant to the share exchange. Commensurate with the share exchange, Coast To Coast Equity Group, Inc. became entitled to receive warrants of the common stock of the Company. Each warrant will entitle the holder to one share of common stock. The warrant agreement is attached to this Form 8-K.

Recent Sales of Unregistered Securities

There have not been any sales of unregistered securities.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

There is no public market for the Company’s securities.

Legal Proceedings

Neither the Company nor VFCT are parties to any litigation.

Changes in and Disagreements with Accountants

The Company will continue to use Sherb & Co. as its auditors.

Indemnification of Directors and Officers

Our bylaws contain the broadest form of indemnification for our sole officer and director permitted under Florida law. Our bylaws generally provide as follows:

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The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by, or in the right of the Company) by reason of the fact that he or she is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney's fees), judgments, fines, amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, including any appeal thereof, if he or she acted in good faith in a manner he reasonably believed to be in, or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of no contenders or its equivalent shall not create, of itself, a presumption that the person did not act in good faith or in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the Company or, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

To the extent that a director, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in any defense of any claim, issue or matter therein, he or she shall be indemnified against expenses, including attorneys fees, actually and reasonably incurred by him in connection therewith.

Any indemnification shall be made only if a determination is made that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth above. Such determination shall be made either (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) by the shareholders who were not parties to such action, suit or proceeding. If neither of the above determinations can occur because the Board of Directors consists of a sole director or the Company is owned by a sole shareholder, which is controlled by the sole officer and director, then the sole officer and director or sole shareholder shall be allowed to make such determination.

Expenses incurred in defending any action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided above upon receipt of any undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that she is entitled to be indemnified by the Company.

The indemnification provided shall be in addition to the indemnification rights provided pursuant to Chapter 607 of the Florida Statutes, and shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent of the Company and shall inure to the benefit of the heirs, executors and administrators of such a person.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Act”), may be permitted to directors, officers and controlling persons of the Company, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities ( other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceedings) is asserted by such director, officer, or controlling person in connection with any securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.

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SECTION 5 - Corporate Governance and Management

Item 5.01 Changes in Control of Registrant

Please refer to SECTION 2 above.

Item 5.02Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

As provided by the stock purchase agreement, Dr. Tony N. Frudakis, the sole officer and director of the Company, resigned effective with the approval of the share exchange agreement, and Louis J. Brothers and Larry K. Wilhide replaced Dr. Frudakis, as, respectively, the president, chairman of the board, and director, and as vice-president and a director, of the Company. Messrs. Brothers and Wilhide will serve their terms as directors ending on the date of the annual meeting of shareholders of the Company to be held in 2007, or until their successor are duly elected or qualified. The Company does not presently anticipate entering into employment agreements with Messrs. Brothers or Wilhide. Dr. Frudakis has stated in his resignation letter that his resignation does not in any way imply or infer any dispute or disagreement relating to the Company’s operations, policies or practices.

Item 5.03 - Amendment to Articles of Incorporation

On July 6, 2006, Louis J. Brothers and Larry K. Wilhide, majority shareholders and the directors of the reorganized company, consented to an amendment to the company’s articles of incorporation to change the name of the company from Quetzal Capital 1, Inc., a Florida corporation, to Valley Forge Composite Technologies, Inc., a Florida corporation; changed the principal place of business to 628 Jamie Circle, King of Prussia, Pennsylvania 19406; and changed the company’s registered agent. The amendment also reflected Messrs. Brothers and Wilhide’s status as directors of the company.

Section 5.06 -Change in Shell Company Status

The Company ceased to be a shell company following approval of the share exchange transaction. See SECTION 2, Item 2.01 above for the terms of the transaction.

SECTION 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(a)Financial statements of businesses acquired: Audited Financial Statements of VFCT for the years ended December 31, 2005 and 2004; and Unaudited Financial Statements for VFCT for the period ended March 31, 2006.

(b)Pro forma financial statements of business acquired: Pro forma balance sheet for the Company giving effect to the share exchange for the period ended March 31, 2006.

    (c) Exhibits

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INDEX OF EXHIBITS
Exhibit No.	Description
2.1	Share Exchange Agreement Between Quetzal Capital 1, Inc. and the Shareholders of Valley Forge Composite Technologies, Inc., dated July 6, 2006
3(i)(1)	Articles of Amendment by Quetzal Capital 1, Inc.
4.3	Valley Forge Composite Technologies, Inc.’s Notice of Shareholder Action and Information Statement
4.4	Articles and Plan of Share Exchange Between Quetzal Capital 1, Inc., a Florida corporation, and Valley Forge Composite Technologies, Inc., a Pennsylvania corporation, filed with the Florida Department of State, Division of Corporations, effective July 6, 2006
4.5	Articles and Plan of Share Exchange Between Quetzal Capital 1, Inc., a Florida corporation, and Valley Forge Composite Technologies, Inc., a Pennsylvania corporation, filed with the Pennsylvania Department of State, Corporation Bureau, effective July 6, 2006
10.1	Registration Rights Agreement, dated July 6, 2006
10.2	Consulting Agreement between Coast To Coast Equity Group, Inc. and Quetzal Capital 1, Inc., dated July 6, 2006
10.3	Warrant Agreement between Coast To Coast Equity Group, Inc. and Quetzal Capital 1, Inc., dated July 6, 2006
10.4	Form of Investment Letter
99.2	Letter of Resignation by Tony N. Frudakis

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INDEX TO FINANCIAL STATEMENTS

	PAGE
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets (VFCT) as of December 31, 2005 and 2004	F-2
Statements of Operations (VFCT) for the years ended December 31, 2005 and 2004	F-3
Statement of Stockholders' Deficit (VFCT) for the years ended December 31, 2005 and 2004	F-4
Statements of Cash Flows (VFCT) for the years ended December 31, 2005 and 2004	F-5
Notes to Financial Statements (VFCT)	F-6
Balance Sheets (VFCT-unaudited) as of March 31, 2006 and December 31, 2005	F-10
Statements of Operations (VFCT-unaudited) for the months ended March 31, 2006 and 2005	F-11
Statement of Stockholders' Deficit (VFCT-unaudited) for the months ended March 31, 2006 and 2005	F-12
Statements of Cash Flows (VFCT-unaudited) for the months ended March 31, 2006 and 2005	F-13
Notes to Financial Statements (VFCT)	F-14
Consent of Independent Registered Accounting Firm	F-17
Quetzal Capital 1, Inc. Pro Forma Balance Sheet as of March 31, 2006	F-18
Notes to Pro Forma Balance Sheet	F-19
Quetzal Capital 1, Inc. Pro Forma Statement of Operations as of March 31, 2006	F-20

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

FINANCIAL STATEMENTS

DECEMBER 31, 2005 AND 2004

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

C O N T E N T S

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1
BALANCE SHEETS	F-2
STATEMENTS OF OPERATIONS	F-3
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)	F-4
STATEMENTS OF CASH FLOWS	F-5
NOTES TO FINANCIAL STATEMENTS	F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders

Valley Forge Composite Technologies, Inc.

King of Prussia, Pennsylvania

We have audited the accompanying balance sheets of Valley Forge Composite Technologies, Inc., as of December 31, 2005 and 2004, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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 Valley Forge Composite Technologies, Inc. as of December 31, 2005 and 2004, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, attainment of sustainable profitability and positive cash flow from operations is dependent on certain future events, all of which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MORISON COGEN LLP

MORISON COGEN LLP

Bala Cynwyd, Pennsylvania

May 2, 2006

F-1-

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

BALANCE SHEETS

DECEMBER 31, 2005 AND 2004

	2005			2004
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	14,850		$	69,756
Due from stockholder		1,678			1,678
TOTAL CURRENT ASSETS		16,528			71,434
PROPERTY AND EQUIPMENT - Net		8,737			12,566
TOTAL ASSETS	$	25,265		$	84,000
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	6,229		$	2,320
Due to stockholder		42,000			42,000
TOTAL LIABILITIES		48,229			44,320
STOCKHOLDERS' EQUITY (DEFICIT)
COMMON STOCK - $0.001 par value; 1,000 shares
authorized; 1,000 shares and issued and outstanding		1			-
ADDITIONAL PAID-IN CAPITAL		1,204,999			700,500
ACCUMULATED DEFICIT		(1,227,964	)		(660,820	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(22,964	)		39,680
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	25,265		$	84,000

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

F-2-

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 2005 AND 2004

 

	2005			2004
SALES		-		$	662,510
COSTS AND EXPENSES
Cost of sales		-			248,972
Research and development		500,000			400,000
Selling and administrative expenses		67,276			385,420
		567,276			1,034,392
LOSS FROM OPERATIONS		(567,276	)		(371,882	)
OTHER INCOME
Investment income		132			130
NET LOSS	$	(567,144	)	$	(371,752	)

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

F-3-

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

YEARS ENDED DECEMBER 31, 2005 AND 2004

	Common		Paid-in		Accumulated
	Stock		Capital		Deficit			Total
BALANCE AT DECEMBER 31, 2003	$	-	$	300,500	$	(289,068	)	$	11,432
Contributed capital related to research and
development agreement		-		400,000		-			400,000
Net loss for the year ended December 31, 2004		-		-		(371,752	)		(371,752	)
BALANCE AT DECEMBER 31, 2004		-		700,500		(660,820	)		39,680
Issuance of common stock for services		1		4,499		-			4,500
Contributed capital related to research and
development agreement		-		500,000		-			500,000
Net loss for the year ended December 31, 2005		-		-		(567,144	)		(567,144	)
BALANCE AT DECEMBER 31, 2005	$	1	$	1,204,999	$	(1,227,964	)	$	(22,964	)

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

F-4-

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2005 AND 2004

	2005			2004
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(567,144	)	$	(371,752	)
Adjustments to reconcile net loss
to net cash provided by (used in) operating activities
Depreciation		4,232			3,702
Contributed capital for services		500,000			400,000
Common stock issued for services		4,500			-
Increase in assets
Due from stockholder		-			(3,580	)
Increase in liabilities
Accounts payable and accrued expenses		3,909			1,099
Net cash provided by (used in) operating activities		(54,503	)		29,469
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(403	)		(7,091	)
Net cash used in investing activities		(403	)		(7,091	)
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS		(54,906	)		22,378
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR		69,756			47,378
CASH AND CASH EQUIVALENTS - END OF YEAR	$	14,850		$	69,756
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the year for:
Interest	$	-		$	-
Income taxes	$	-		$	-

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

F-5-

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005 AND 2004

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of the Business

Valley Forge Composite Technologies, Inc. (the “Company”), a Pennsylvania corporation, was incorporated on November 21, 1996 for the purpose of development and sales of scientific technologies.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates based on management’s knowledge and experience. Accordingly, actual results could differ from those estimates.

Comprehensive Income

The Company follows the Statement of Financial Accounting Standard (“SFAS”) No. 130, “Reporting Comprehensive Income.” Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since the Company has no items of other comprehensive income, comprehensive income (loss) is equal to net income (loss).

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, due from stockholder and payables and accrued expenses. The carrying values of cash and cash equivalents, due from stockholder and payables and accrued expenses approximate fair value because of their short maturities.

Concentration of Credit Risk

Certain financial instruments potentially subject the Company to concentrations of credit risk. These financial instruments consist primarily of cash and cash equivalents. The Company places its temporary cash investments with high credit quality financial institutions to limit its credit exposure.

Cash Equivalents

The Company considers all short-term securities purchased with a maturity of three months or less to be cash equivalents.

Depreciation

The cost of property and equipment is depreciated over the estimated useful lives of the related assets. The cost of leasehold improvements is amortized over the lesser of the length of the related leases or the estimated useful lives of the assets. Depreciation is computed using the straight-line method. The estimated useful lives are as follows:

Computer Equipment	5 years
Office Equipment	7 years

F-6-

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005 AND 2004

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition

The Company recognizes revenue when persuasive evidence of a customer or distributor arrangement exists or acceptance occurs, receipt of goods by customer occurs, the price is fixed or determinable, and the sales revenues are considered collectible. The Company generally recognizes revenue at the time product is shipped to the customer.

Income Taxes

The Company has elected by unanimous consent of its stockholders to be taxed under the provisions of Subchapter S of the Internal Revenue Code and the Commonwealth of Pennsylvania. Under those provisions, the Company does not pay federal and state corporate income taxes on its taxable income. Instead, the stockholders are liable for individual federal and state income taxes on their respective shares of the Company’s taxable income (have included their respective shares of the Company’s net operating loss on their individual income tax returns).

Recoverability of Long Lived Assets

The Company follows SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” The Statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company is not aware of any events or circumstances which indicate the existence of an impairment which would be material to the Company’s annual financial statements.

Research and Development Costs

Research and development costs are expensed as incurred.

Advertising Costs

Advertising costs are expensed as incurred.

NOTE 2 - MANAGEMENT PLANS

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The attainment of sustainable profitability and positive cash flow from operations is dependent on certain future events. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Since its inception in 1996, the Company was involved in the development and sales of scientific technologies. The sales through the years were sporadic but had high margins. However, in 2003, the Company entered into a Cooperative Research and Development Agreement, which is more fully described in Note 5.

The ultimate success of the Company in attaining sustainable profitability and positive cash flow from operations is dependent upon the successful development and commercialization of these advanced technologies including the Accelerator-Detector Complex together with obtaining sufficient capital or financing to support management plans.

NOTE 3 - DUE TO STOCKHOLDER

Amount represents a payable to a stockholder with no stated interest or repayment terms (Note 7).

F-7-

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005 AND 2004

NOTE 4- PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

Related depreciation and amortization expense for the years ended December 31, 2005 and 2004 was $4,232 and $3,702.

	2005		2004
Computer Equipment	$	23,016	$	23,016
Office Equipment		1,211		808
		24,227		23,824
Less: Accumulated depreciation and amortization		15,490		11,258
	$	8,737	$	12,566

NOTE 5 - COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT

On July 14, 2003, a Cooperative Research and Development Agreement (“CRADA”) was executed between the Company and the Regents of the University of California (“Laboratory”). The U.S. Department of Energy (“DOE”) is the agency responsible for the federally-owned facility known as Lawrence Livemore National Laboratory (“LLNL”), University of California under a prime contract with DOE. The New Independent State of the former Soviet Union (“Participating NIS Institute”) is also participating in the CRADA.

The Company is responsible for the coordination of activities in Russia and the U.S., the demonstration of detection technologies with LLNL, and the development of market survey data and business commercialization plans for introducing the successful Accelerator-Detector Complex into the international transportation security market. The Company’s portion of total cost estimate for this 48 month CRADA project is $1,800,000, of which $500,000, $400,000 and $300,000 was incurred during the years ended December 31, 2005, 2004 and 2003. The Company accounted for the CRADA project in accordance with Staff Accounting Bulletin Topic 5-T by recording a research and development cost through contributions by the stockholders.

NOTE 6 - EQUITY

During the year ended December 31, 2005 and 2004, stockholders of the Company contributed capital related to the CRADA project valued at $500,000 and $400,000.

During the year ended December 31, 2005, the Company issued 900 shares of its common stock for services valued at $4,500.

NOTE 7 - RELATED PARTY TRANSACTION

During the years ended December 31, 2005 and 2004, the Company paid consulting fees of $24,721 and $48,000 to a stockholder of the Company.

At December 31, 2005 and 2004, a payable in the amount of $42,000 was due to a stockholder for consulting services rendered in 2002 (Note 3).

NOTE 8 - MAJOR CUSTOMER

The sales in 2004 were to one customer.

F-8-

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

FINANCIAL STATEMENTS

MARCH 31, 2006

F-9-

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

BALANCE SHEETS

MARCH 31, 2006 AND DECEMBER 31, 2005

	March 31,			December 31,
	2006			2005
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3,633		$	14,850
Accounts receivable		1,339,511			-
Due from stockholder		-			1,678
TOTAL CURRENT ASSETS		1,343,144			16,528
PROPERTY AND EQUIPMENT - Net		7,868			8,737
TOTAL ASSETS	$	1,351,012		$	25,265
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	489,403		$	6,229
to stockholders		890,322			42,000
TOTAL LIABILITIES		1,379,725			48,229
STOCKHOLDERS' DEFICIT
COMMON STOCK - $0.001 par value; 1,000 shares
authorized; 1,000 shares and issued and outstanding		1			1
ADDITIONAL PAID-IN CAPITAL		1,354,999			1,204,999
ACCUMULATED DEFICIT		(1,383,713	)		(1,227,964	)
TOTAL STOCKHOLDERS' DEFICIT		(28,713	)		(22,964	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,351,012		$	25,265

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

F-10-

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

STATEMENTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2006 AND 2005

(UNAUDITED)

	2006			2005
SALES	$	1,339,511		$	-
COSTS AND EXPENSES
Cost of sales		588,200			-
Research and Development		150,000			125,000
Selling and administrative expenses		757,108			19,152
		1,495,308			144,152
LOSS FROM OPERATIONS		(155,797	)		(144,152	)
OTHER INCOME
Investment income		48			29
NET LOSS	$	(155,749	)	$	(144,123	)

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

F-11-

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

STATEMENT OF STOCKHOLDERS’ DEFICIT

THREE MONTHS ENDED MARCH 31, 2006

(UNAUDITED)

			Additional
	Common		Paid-in		Accumulated
	Stock		Capital		Deficit			Total
BALANCE AT DECEMBER 31, 2005	$	1	$	1,204,999	$	(1,227,964	)	$	(22,964	)
Contributed capital related to research and
development agreement		-		150,000		-			150,000
Net loss for the three months ended March 31, 2006		-		-		(155,749	)		(155,749	)
BALANCE AT MARCH 31, 2006	$	1	$	1,354,999	$	(1,383,713	)	$	(28,713	)

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

F-12-

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2006 AND 2005

(UNAUDITED)

 

	2006			2005
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(155,749	)	$	(144,123	)
Adjustments to reconcile net loss
to net cash used in operating activities
Depreciation		871			1,051
Contributed capital for services		150,000			125,000
Increase in assets
Accounts receivable		(1,339,511	)		-
Increase in liabilities
Accounts payable and accrued expenses		1,233,172			2,842
Due to stockholder		100,000			-
Net cash used in operating activities		(11,217	)		(15,230	)
NET DECREASE IN CASH AND CASH EQUIVALENTS		(11,217	)		(15,230	)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		14,850			69,756
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	3,633		$	54,526
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-

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

F-13-

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2006

NOTE 1 - BASIS OF PRESENTATION, NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited financial statements have been prepared by Valley Forge Composite Technologies, Inc. (the “Company”). These statements include all adjustments (consisting only of normal recurring adjustments) which management believes necessary for a fair presentation of the statements and have been prepared on a consistent basis using the accounting polices described in the summary of Accounting Policies included in the Company’s 2005 audited financial statements. Certain financial information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the accompanying disclosures are adequate to make the information presented not misleading. The Notes to Financial Statements included in the 2005 audited financial statements should be read in conjunction with the accompanying interim financial statements. The interim operating results for the three months ended March 31, 2006 may not be necessarily indicative of the operating results expected for the full year.

Significant Accounting Policies

Except as may otherwise be provided herein, these unaudited financial statements have been prepared consistently with the accounting policies described in Note 1 to the Company’s financial statements for the year ended December 31, 2005.

Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimated and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.

Nature of the Business

Valley Forge Composite Technologies, Inc. (the “Company”), a Pennsylvania corporation, was incorporated on November 21, 1996 for the purpose of development and sales of scientific technologies.

Comprehensive Income

The Company follows the Statement of Financial Accounting Standard (“SFAS”) No. 130, “Reporting Comprehensive Income.” Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since the Company has no items of other comprehensive income, comprehensive income (loss) is equal to net income (loss).

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, due to/from stockholders and payables and accrued expenses. The carrying values of cash and cash equivalents, accounts receivable, due to/from stockholders and payables and accrued expenses approximate fair value because of their short maturities.

Concentration of Credit Risk

Certain financial instruments potentially subject the Company to concentrations of credit risk. These financial instruments consist primarily of cash and cash equivalents and accounts receivable. The Company places its temporary cash investments with high credit quality financial institutions to limit its credit exposure.

There is a concentration of credit risk with accounts receivable since it is due from one customer and is uncollateralized. However, the Company considers the receivable to be fully collectible.

F-14-

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2005

NOTE 1 - BASIS OF PRESENTATION, NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash Equivalents

The Company considers all short-term securities purchased with a maturity of three months or less to be cash equivalents.

Revenue Recognition

The Company recognizes revenue when persuasive evidence of a customer or distributor arrangement exists or acceptance occurs, receipt of goods by customer occurs, the price is fixed or determinable, and the sales revenues are considered collectible. The Company generally recognizes revenue at the time product is shipped to the customer.

Income Taxes

The Company has elected by unanimous consent of its stockholders to be taxed under the provisions of Subchapter S of the Internal Revenue Code and the Commonwealth of Pennsylvania. Under those provisions, the Company does not pay federal and state corporate income taxes on its taxable income. Instead, the stockholders are liable for individual federal and state income taxes on their respective shares of the Company’s taxable income (have included their respective shares of the Company’s net operating loss on their individual income tax returns).

NOTE 2 - MANAGEMENT PLANS

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The attainment of sustainable profitability and positive cash flow from operations is dependent on certain future events. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Since its inception in 1996, the Company was involved in the development and sales of scientific technologies. The sales through the years were sporadic but had high margins. However, in 2003, the Company entered into a Cooperative Research and Development Agreement, which is more fully described in Note 4.

The ultimate success of the Company in attaining sustainable profitability and positive cash flow from operations is dependent upon the successful development and commercialization of these advanced technologies including the Accelerator-Detector Complex together with obtaining sufficient capital or financing to support management plans.

NOTE 3 - DUE TO STOCKHOLDER

Amount represents payables to two stockholders with no stated interest or repayment terms.

F-15-

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2006

NOTE 4 - COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT

On July 14, 2003, a Cooperative Research and Development Agreement (“CRADA”) was executed between the Company and the Regents of the University of California (“Laboratory”). The U.S. Department of Energy (“DOE”) is the agency responsible for the federally-owned facility known as Lawrence Livermore National Laboratory (“LLNL”), University of California under a prime contract with DOE. The New Independent State of the former Soviet Union (“Participating NIS Institute”) is also participating in the CRADA.

The Company is responsible for the coordination of activities in Russia and the U.S., the demonstration of detection technologies with LLNL, and the development of market survey data and business commercialization plans for introducing the successful Accelerator-Detector Complex into the international transportation security market. The Company’s portion of total cost estimate for this 48 month CRADA project is $1,800,000, of which $500,000, $400,000 and $300,000 was incurred during the years ended December 31, 2005, 2004 and 2003. $150,000 and $125,000 of the Company’s total costs was incurred during the three months ended March 31, 2006 and 2005. The Company accounted for the CRADA project in accordance with Staff Accounting Bulletin Topic 5-T by recording a research and development cost through contributions by the stockholders.

NOTE 5 - RELATED PARTY TRANSACTION

During the three months ended March 31, 2006, the major stockholder of the Company advanced the Company $100,000.

NOTE 6 - MAJOR CUSTOMER

The sales in 2006 were to one customer.

F-16-

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion of our report dated May 2, 2006 on our audits of the financial statements of Valley Forge Composite Technologies, Inc. as of and for the years ended December 31, 2005 and 2004 included in this Form 8-K.

/s/ Morison Cogen LLP

Morison Cogen LLP

Bala Cynwyd, Pennsylvania

June 27, 2006

F-17-

QUETZAL CAPITAL 1, INC.

UNAUDITED PRO FORMA BALANCE SHEET

MARCH 31, 2006

QUETZAL CAPITAL I, INC.

Unaudited Pro Forma Balance Sheet

(As of March 31, 2006)

	VFCT			QUETZAL			ADJUSTMENT		PRO
							DEBIT/CREDIT		FORMA
ASSETS
Current Assets
Cash and Cash Equivalents	$	3,633		$	1,905				$	5,538
Accounts Receivable		1,339,511			0					1,339,511
TOTAL CURRENT ASSETS		1,343,144			1,905					1,345,049
PROPERTY & EQUIPMENT, NET		7,868			0					7,868
Total Assets	$	1,351,012		$	1,905				$	1,352,917
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts Payable &
Accrued Expenses	$	489,403		$	158				$	489,561
due to stockholders		890,322			2,000					892,322
Total Current Liabilities		1,379,725			2,158					1,381,883
Shareholders’ Deficit
Common stock, $.001 par value,
100,000,000 shares authorized;
50,000,000 shares issued
and outstanding		5,000			44,999			50,000
Additional Paid-In Capital1,354,999		0			50,2521,304,747
Accumulated Deficit		(1,383,713	)		(5,253	)		5,253		(1,383,713	)
Total Stockholders’ Deficit		(28,713	)		(253	)				(28,966	)
Total Liabilities &
Stockholders’ Deficit	$	1,351,012		$	(1,905	)			$	1,352,917

F-18-

NOTE 1:

	Debit		Credit
Additional Paid-in Capital		50,252
Common stock				44,999
Accumulated deficit				5,253

To record the recapitalization of Valley Forge Composite Technologies, Inc and the issuance of 45,000,000 shares of common stock of Quetzal Capital I, Inc for all the stock of Valley Forge Composite Technologies, Inc., the acquisition has been accounted for as a reverse acquisition under the purchasemethod for business combinations. The combination of the two companies is recorded as a recapitalization of Valley Forge Composite, pursuant to which Valley Forge Composite is treated as the continuing entity.

F-19-

QUETZAL CAPITAL 1, INC.

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS

MARCH 31, 2006

QUETZAL CAPITAL I, INC.

Unaudited Pro Forma Statement of Operations

(As of March 31, 2006)

	VFCT			QUETZAL			ADJUSTMENT	PRO
							DEBIT/CREDIT	FORMA
SALES	$	1,339,511		$	0			$	1,339,511
COSTS AND EXPENSES
COST OF SALES		588,200			0				588,200
RESEARCH & DEVELOPMENT		150,000			0				150,000
EXPENSES
SELLING & ADMINISTRATIVE		757,108			111				757,219
EXPENSES
		1,495,308			111				1,495,419
LOSS FROM OPERATIONS		(155,797	)		(111	)			(155,908	)
OTHER INCOME
INVESTMENT INCOME		48			0				48
NET LOSS	$	(155,749	)	$	(111	)		$	(155,860	)
BASIC AND DILUTED NET	$	(155.75	)	$	0			$	(.03117	)
LOSS PER SHARE
WEIGHTED AVERAGE NUMBER		1,000			5,000,000				5,000,000
OF SHARES USED IN
CALCULATING BASIC AND
DILUTED NET LOSS PER SHARE

F-20-

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.
Date: July 6, 2006	By:	/s/ Louis J. Brothers
		Louis J. Brothers
		President, Secretary and Treasurer (Principal Accounting Officer and Authorized Officer)

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EX-2.1

SHARE EXCHANGE AGREEMENT

BETWEEN

QUETZAL CAPITAL 1, INC.,

AND

THE SHAREHOLDERS OF

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

JULY 6, 2006

SHARE EXCHANGE AGREEMENT	1
1. SHARE EXCHANGE.	1
1.1 EXCHANGE AND ISSUE OF SHARES.	2
1.2. EFFECTIVE RESULT OF THE SHARE EXCHANGE.	2
1.3. THE EXCHANGE OF CERTIFICATES.	2
1.4. ACTS TO CARRY OUT THIS EXCHANGE PLAN.	3
1.5. DIRECTORS AND EXECUTIVE OFFICERS.	3
2. EFFECTIVE DATE.	3
3. CONDITIONS PRECEDENT TO PERFORMANCE OF OBLIGATIONS OF THE PARTIES.	3
3.1. APPROVAL BY SHAREHOLDERS OF PUBLIC COMPANY.	3
3.2. FEDERAL INCOME TAXATION.	3
3.3. ABSENCE OF LEGAL PROCEEDINGS.	3
4. CONDITIONS PRECEDENT TO PERFORMANCE OF THE OBLIGATIONS OF PUBLIC COMPANY.	4
4.1. REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF OBLIGATIONS.	4
4.2. NO ADVERSE DEVELOPMENTS.	4
4.3. COMPLETION AND PAYMENT FOR ANNUAL AUDIT.	4
4.4. EXECUTION OF INVESTMENT LETTERS BY SELLERS.	4
4.5. PREPARATION OF FORM 8-K.	4
5. CONDITIONS PRECEDENT TO PERFORMANCE OF OBLIGATIONS OF VFCT.	5
5.1. REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF OBLIGATIONS.	5
5.2. NO ADVERSE DEVELOPMENTS.	5
5.3 COMPLETION AND PAYMENT FOR ANNUAL AUDIT.	5
6. REPRESENTATIONS AND WARRANTIES OF PUBLIC COMPANY.	5
6.1. ORGANIZATION, POWERS, AND QUALIFICATION.	5
6.2. EXECUTION AND PERFORMANCE OF AGREEMENT.	5
6.3. BINDING OBLIGATIONS, DUE AUTHORIZATION.	6
6.4. ABSENCE OF VIOLATIONS.	6
6.5. ABSENCE OF DEFAULT.	6
6.6. SUBSIDIARIES.	6
6.7. CAPITAL STRUCTURE.	6
6.8. ARTICLES OF INCORPORATION, BYLAWS, AND MINUTE BOOKS	6
6.9. BOOKS AND RECORDS.	6
6.10. CONTRACTS, COMMITMENTS, ETC.	8
6.11. MATERIAL CONTRACT DEFAULTS.	8
6.12. SEC FILINGS; FINANCIAL STATEMENTS.	8
6.13. ABSENCE OF UNDISCLOSED LIABILITIES.	8
6.14. ABSENCE OF CERTAIN DEVELOPMENTS; QUALITY OF ASSETS.	8
6.15. TAX MATTERS.	8
6.17. TRANSACTIONS WITH AFFILIATES.	8
6.18. OTHER INSURANCE.	8
6.19. EMPLOYEE BENEFIT PLANS; LABOR MATTERS.	8
6.20. COMPENSATION.	9
6.21. ENVIRONMENTAL LIABILITY.	9
6.22. REAL AND PERSONAL PROPERTY.	9
6.23. CAPITAL EXPENDITURES.	9
6.24. INTERNAL CONTROLS.	9
6.25. ACCOUNTING TREATMENT.	9
6.26. DISCLOSURE.	9
7. COVENANTS OF PUBLIC COMPANY.	10
7.1. RIGHTS OF ACCESS.	10
7.2. EXTRAORDINARY TRANSACTIONS.	10
7.3. PRESERVATION OF BUSINESS.	10
7.4. AFFILIATES.	10
7.5. PURCHASE METHOD TREATMENT.	10
7.6. UPDATED SCHEDULES.	11
7.7 SUBSEQUENT EVENTS.	11
7.8. REGISTRATION RIGHTS.	11
7.9. TIMETABLE FOR REGISTRATION STATEMENT.	11
7.10. ALTERNATIVE REMEDY FOR FAILURE OF REGISTRATION.	11
8. REPRESENTATIONS AND WARRANTIES OF VFCT.	11
8.1. ORGANIZATION, POWERS, AND QUALIFICATION.	11
8.2. EXECUTION AND PERFORMANCE OF AGREEMENT.	11
8.3. BINDING OBLIGATIONS, DUE AUTHORIZATION.	11
8.4. ABSENCE OF DEFAULT.	11
8.5. CAPITAL STRUCTURE.	12
8.6. BOOKS AND RECORDS.	12
8.7. FINANCIAL STATEMENTS.	12
8.8. ARTICLES OF INCORPORATION, BYLAWS, AND MINUTE BOOKS.	12
8.9. ABSENCE OF CERTAIN DEVELOPMENTS.	12
8.10. DISCLOSURE.	12
9. COVENANTS OF VFCT.	13
9.1. RIGHTS OF ACCESS.	13
9.2. EXTRAORDINARY TRANSACTIONS.	13
9.3. PRESERVATION OF BUSINESS.	13
9.4. SHAREHOLDERS’ MEETING.	13
9.5. SUBSEQUENT EVENTS.	13
9.6. UPDATED SCHEDULES.	13
9.7 COVENANT BY VFCT WITH COAST TO COAST EQUITY GROUP, INC.	13
9.8. NON-DILUTION RIGHTS OF CERTAIN SHAREHOLDERS.	14
9.10. PUBLIC COMPANY SHAREHOLDER BASE.	15
10. CLOSING.	15
10.1. PLACE AND TIME OF CLOSING.	15
11. TERMINATION, WAIVER, AND AMENDMENT.	15
11.1. TERMINATION BY REASON OF LAPSE OF TIME.	15
11.2. GROUNDS FOR TERMINATION.	15
11.3. EFFECT OF TERMINATION.	16
11.4. WAIVER OF TERMS OR CONDITIONS.	16
11.5. AMENDMENT.	16
12. GENERAL PROVISIONS.	16
12.1. ALLOCATION OF COSTS AND EXPENSES.	16
12.2. MUTUAL COOPERATION	16
12.3. FORM OF PUBLIC DISCLOSURES.	16
12.4. CONFIDENTIALITY.	16
12.5. STANDARD OF MATERIALITY AND OF MATERIAL ADVERSE EFFECT.	17
12.6. COUNTERPARTS.	17
12.7. ENTIRE AGREEMENT.	17
12.8. SURVIVAL OF REPRESENTATIONS, WARRANTIES, AND COVENANTS.	17
12.9. SECTION HEADINGS	17
12.10. NOTICES.	17
12.11. CHOICE OF LAW.	18
12.12. KNOWLEDGE OF A PERSON.	19
12.13. BINDING AGREEMENT.	20
EXHIBIT A: SCHEDULE 1.1	23
EXHIBIT B: CONSULTING AGREEMENT	24
EXHIBIT C: WARRANT AGREEMENT	25
EXHIBIT D: REGISTRATION RIGHTS AGREEMENT	26
EXHIBIT E: FORM OF INVESTMENT LETTER	27
EXHIBIT F: SCHEDULE 6.13	28
EXHIBIT G: SCHEDULE 6.17	29
EXHIBIT H: SCHEDULE 6.19	30
EXHIBIT I: SCHEDULE 6.20	31
EXHIBIT J: SCHEDULE 6.23	32

SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT is made as of the 6th day of July, 2006, between Quetzal Capital 1, Inc., a Florida corporation (“Public Company”) and the shareholders of Valley Forge Composite Technologies, Inc., a Pennsylvania corporation (the “Sellers” or “VFCT”).

WHEREAS,

A.The Sellers collectively own 100% of the authorized and issued common stock of VFCT as set forth in the attached Schedule 1.1 (Exhibit A);

B.Public Company is a shell company that files periodic reports with the Securities and Exchange Commission;

C.Quetzal Capital Funding 1, Inc., a Florida corporation, (the “Purchaser”) owns 100% of the issued and outstanding common stock of Public Company in the form of common stock certificates representing a total of 5,000,000 shares;

D. Public Company presently has 100,000,000 shares of common stock authorized;

E.Purchaser desires to reorganize Public Company by causing it to issue to Sellers Forty Million (40,000,000) shares of Public Company common stock thereby diluting Purchaser’s interest in Public Company to Ten Percent (10%) in exchange for Sellers’ transfer of its 100% ownership interest in VFCT to Public Company, upon the terms, provisions, and conditions and for the consideration hereinafter set forth, thereby making VFCT a subsidiary of Public Company, and by changing the name of Public Company to Valley Forge Composite Technologies, Inc., a Florida corporation;

F.The parties intend that the exchange of stock qualifies as a tax-free reorganization under section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and that the business combination contemplated hereby be accounted for as a reverse acquisition under the purchase method for business combinations. The combination of the two companies is recorded as a recapitalization of VFCT, pursuant to which VFCT is treated as the continuing entity; and

G.Simultaneously with the execution and delivery of this Share Exchange Agreement: (i) Coast To Coast Equity Group, Inc. is entering into a consulting agreement with Public Company in the form attached hereto as Exhibit B and incorporated herein by reference (the "Coast To Coast Consulting Agreement"); (ii) Coast To Coast Equity Group, Inc. is entering into a warrant agreement with Public Company in the form attached hereto as Exhibit C and incorporated herein by reference (the "Coast To Coast Warrant Agreement") (iii) Quetzal Capital Funding 1, Inc., Coast To Coast Equity Group, Inc. and certain of private equity sponsors are entering a registration rights agreement with Public Company in the form attached hereto as Exhibit D and incorporated herein by reference (the "Registration Rights Agreement"); and each of the Sellers are executing Investment Letters in the form attached hereto as Exhibit E.

NOW, THEREFORE, in consideration of these premises and the mutual agreements hereinafter set forth, intending to be legally bound, the parties agree as follows:

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1. SHARE EXCHANGE. 

1.1 EXCHANGE AND ISSUE OF SHARES.

On the terms and subject to the conditions set forth herein, at the Closing,

A. Public Company shall issue and deliver validly issued, fully-paid and non-assessable shares of Public Company Common Stock, $0.001 par value per share, to the Sellers as set forth in Schedule 1.1 (Exhibit A attached hereto).

B. Quetzal Capital Funding 1, Inc. shall continue to own Five Million (5,000,000) shares of Public Company representing 10% of the current issued and outstanding shares in the reorganized Public Company and shall have non-dilution rights as set forth in Section 9.9; and

C.Sellers shall deliver to Quetzal Capital 1, Inc. 1,000 shares of VFCT common stock, $0.001 par value per share (the "VFCT Shares") constituting all of the issued and outstanding capital stock of VFCT.

1.2. EFFECTIVE RESULT OF THE SHARE EXCHANGE.

At the Effective Date, VFCT, shall be acquired and shall become a wholly-owned subsidiary of Public Company.

1.3. THE EXCHANGE OF CERTIFICATES.

(a) The identity and address of the stock transfer agent will be disclosed at a reasonable time after the Effective Date.

(b) Public Company will, promptly after the Effective Date, issue and deliver to the Exchange Agent the share certificates representing shares of Public Company Common Stock (each a "New Certificate").

(c) The Exchange Agent, upon receiving the items specified in section 1.6(b) hereof, shall promptly mail to each holder of one or more certificates formerly representing VFCT Common Stock a notice specifying the Effective Date and notifying such holder to surrender his, her or its certificate or certificates to the Exchange Agent for exchange. Such notice shall be mailed to holders by regular mail at their addresses on the records of VFCT.

(d) Upon receipt from a former shareholder of VFCT of certificates representing shares of VFCT Common Stock, the Exchange Agent shall forward to such former shareholder of VFCT (i) a New Certificate representing his, her or its shares of Public Company Common Stock, and (ii) dividends, if any, declared thereon subsequent to the Effective Date (without interest).

(e) If any New Certificate is to be issued in a name other than that in which the certificate formerly representing VFCT Common Stock (an "Old Certificate") and surrendered for exchange was issued, the Old Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the issuance of the New Certificate in any name other than that of the registered holder of the Old Certificate surrendered, or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable.

(f) In the event that any Old Certificates have not been surrendered for exchange in accordance with this Agreement on or before the second anniversary of the Effective Date, Public Company may at any time thereafter, with or without notice to the holders of record of such Old Certificates, sell for the accounts of any or all of such holders any or all of the shares of VFCT Common Stock which such holders are entitled to receive under Section 1.3 hereof (the "Unclaimed Shares"). Any such sale may be made by public or private sale or in such manner and at such times as Public Company shall determine. Public Company shall not be obligated to make any sale of Unclaimed Shares if it shall determine not to do so, even if notice of sale of the Unclaimed Shares has been given. The net proceeds of any such sale of Unclaimed Shares shall be held for holders of the unsurrendered Old Certificates, whose unclaimed shares have been sold, to be paid to them upon surrender of the Old Certificates. From and after any such sale, the sole right of the holders of the unsurrendered Old Certificates whose Unclaimed Shares have been sold shall be the right to collect the net sale proceeds held by Public Company for their respective accounts, and such holders shall not be entitled to receive any interest on such net sale proceeds held by Public Company.

(g) If any Old Certificates are not surrendered prior to the date on which such certificates would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Public Company (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither Public Company nor its agents or any other person shall be liable to any former holder of VFCT Common Stock for any property delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

(h) NO FURTHER OWNERSHIP RIGHTS IN VFCT Stock. All cash and shares of Public Company issued in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of VFCT Common Stock and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of VFCT Common Stock that were outstanding immediately prior to the Effective Date. If, after the Effective Date, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article.

(i) LOST, STOLEN OR DESTROYED CERTIFICATES. In the event that any VFCT Certificates shall have been lost, stolen or destroyed, Public Company shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the cash and/or certificates representing the shares of VFCT Common Stock that the shares of Public Company were converted into and any dividends or distributions payable pursuant to Section 1.7(b); provided, however, that, as a condition precedent to the issuance of such cash and certificates representing shares of VFCT Common Stock and other distributions, the owner of such lost, stolen or destroyed Certificates shall indemnify VFCT against any claim that may be made against VFCT or the Surviving Corporation with respect to the Certificates alleged to have been lost, stolen or destroyed.

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1.4. ACTS TO CARRY OUT THIS EXCHANGE PLAN.

(a) VFCT and its proper officers and directors shall do all such acts and things as may be necessary or proper to vest, perfect, or confirm in Public Company title to such property or rights and otherwise to carry out the purposes of this Share Exchange Agreement.

(b) If, at any time after the Effective Date, Public Company shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable to (i) vest, perfect, or confirm, of record or otherwise, in Public Company its right, title, or interest in or under any of the rights, properties, or assets of VFCT acquired or to be acquired by Public Company as a result of, or in connection with, the Acquisition, or (ii) otherwise carry out the purposes of this Agreement, VFCT and its proper officers and directors shall be deemed to have granted to Public Company an irrevocable power of attorney to execute and deliver all such proper deeds, assignments, and assurances in law and to do all acts necessary or proper to vest, perfect, or confirm title to and possession of such rights, properties, or assets in Public Company and otherwise to carry out the purposes of this Agreement; and the proper officers and directors of Public Company are fully authorized in the name of Public Company or otherwise to take any and all such action.

1.5. DIRECTORS AND EXECUTIVE OFFICERS.

(a) Subject to the fiduciary duties of its directors, Public Company, as promptly as practicable after the Effective Date, shall use its best efforts to cause its existing board of directors and all officers to resign and immediately thereafter to be comprised of the following individuals: Louis J. Brothers, as chairman of the board of directors and chief executive officer, and Larry K. Wilhide as an officer, with each to serve as a director whose term expires in 2006.

2. EFFECTIVE DATE.

The Effective Date shall be the date and time specified in this Share Exchange Agreement or on such other date as shall be mutually agreed to by VFCT and Public Company.

3. CONDITIONS PRECEDENT TO PERFORMANCE OF OBLIGATIONS OF THE PARTIES.

The obligations of VFCT and Public Company to consummate the Acquisition shall be subject to the conditions that on or before the Effective Date:

3.1. APPROVAL BY SHAREHOLDERS OF PUBLIC COMPANY.

 The shareholders of Public Company shall have authorized, ratified, and confirmed the Acquisition by the affirmative vote of a majority of the outstanding shares of Public Company common stock.

3.2. FEDERAL INCOME TAXATION. VFCT

 and Public Company shall have received a written opinion applying existing law, that the Acquisition shall qualify as reorganization under section 368(a)(1) of the Code and the regulations and rulings promulgated thereunder. In rendering such opinion, the firm rendering the opinion may require and rely upon representations contained in certificates of officers of VFCT, Public Company, and others.

3.3. ABSENCE OF LEGAL PROCEEDINGS.

No action, suit, or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin, or prohibit the Acquisition, or which would reasonably be expected to restrict materially the operation of the business of VFCT or the exercise of any rights with respect thereto or to subject either of the parties hereto or any of their subsidiaries, directors, or officers to any liability, fine, forfeiture, divestiture, or penalty on the ground that the transactions contemplated hereby, the parties hereto, or their subsidiaries, directors, or officers have breached or will breach any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby and with respect to which the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit, or proceeding raises substantial questions of law or fact which could reasonably be decided materially adversely to either party hereto or its subsidiaries, directors, or officers.

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4. CONDITIONS PRECEDENT TO PERFORMANCE OF THE OBLIGATIONS OF PUBLIC COMPANY.

The obligations of Public Company hereunder are subject to the satisfaction, on or prior to the Effective Date, of all the following conditions, compliance with which or the occurrence of which may be waived in whole or in part by Public Company in writing unless not so permitted by law:

4.1. REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF OBLIGATIONS.

All representations and warranties of VFCT contained in this Agreement shall be true and correct in all material respects as of the Effective Date with the same effect as if such representations and warranties had been made or given at and as of such date, except that representations and warranties of VFCT contained in this Share Exchange Agreement which specifically relate to an earlier date shall be true and correct in all material respects as of such earlier date. All covenants and obligations to be performed or met by VFCT on or prior to the Effective Date shall have been so performed or met. On the date of the Effective Date, the chief executive officer and the chief financial officer of VFCT shall deliver to Public Company a certificate to that effect. The delivery of such certificates shall in no way diminish the warranties, representations, covenants, and obligations of VFCT made in this Share Exchange Agreement.

4.2. NO ADVERSE DEVELOPMENTS.

(a) During the period from March 31, 2006, to the Effective Date, (i) there shall not have been any material adverse effect as defined in section 12.5(c) (a "Material Adverse Effect") with respect to VFCT.

(b) As of the Effective Date, there shall be no liabilities of VFCT, other than liabilities incurred in the ordinary course of business, which are material to VFCT on a consolidated basis which were not reflected in the VFCT Interim Financial Statements, as defined in section 6.12 hereof, and there shall be no material deterioration in the quality or market value of the real property, investments and other assets included in such financial statements of VFCT.

(c) Public Company shall have received a certificate dated the Effective Date, signed by the president and the chief financial officer of VFCT, certifying to the matters set forth in paragraphs (a) and (b) of this section 4.2. The delivery of such officers' certificate shall in no way diminish the warranties and representations of VFCT made in this Agreement.

4.3. COMPLETION AND PAYMENT FOR ANNUAL AUDIT.

VFCT shall cause to be completed its annual audit for 2005 and shall prepare and present within five (5) days of the Closing to Public Company interim financial statements prepared by its accountants current through March 31, 2006.

4.4. EXECUTION OF INVESTMENT LETTERS BY SELLERS.

Each Seller shall each have submitted fully executed Investment Letters in the form attached hereto as Exhibit E.

4.5. PREPARATION OF FORM 8-K.

A condition of the closing shall be the complete preparation in filing-ready form of the merger Form 8-K.

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5. CONDITIONS PRECEDENT TO PERFORMANCE OF OBLIGATIONS OF VFCT.

The obligations of VFCT hereunder are subject to the satisfaction, on or prior to the Effective Date, of all the following conditions, compliance with which or the occurrence of which may be waived in whole or in part by VFCT in writing unless not so permitted by law:

5.1. REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF OBLIGATIONS.

All representations and warranties of Public Company contained in this Agreement shall be true and correct in all material respects as of the Effective Date with the same effect as if such representations and warranties had been made or given at and as of such date, except that representations and warranties of Public Company contained in this Agreement which specifically relate to an earlier date shall be true and correct in all material respects as of such earlier date. All covenants and obligations to be performed or met by Public Company on or prior to the Effective Date shall have been so performed or met. On the date of the Effective Date, either the president or an executive vice president of Public Company shall deliver to VFCT a certificate to that effect. The delivery of such officer's certificate shall in no way diminish the warranties, representations, covenants, and obligations of VFCT made in this Agreement.

5.2. NO ADVERSE DEVELOPMENTS.

During the period from March 31, 2006, to the Effective Date, there shall not have been any Material Adverse Effect with respect to Public Company, and VFCT shall have received a certificate dated the date of the Effective Date signed by either the president or an executive vice president of Public Company to the foregoing effect. The delivery of such officer's certificate shall in no way diminish the warranties and representations of Public Company made in this Agreement.

5.3 COMPLETION AND PAYMENT FOR ANNUAL AUDIT.

Public Company shall prepare and present within five (5) days of the Closing to VFCT interim financial statements prepared by its accountants current through March 31, 2006.

6. REPRESENTATIONS AND WARRANTIES OF PUBLIC COMPANY.

Public Company represents and warrants to VFCT as follows:

6.1. ORGANIZATION, POWERS, AND QUALIFICATION.

 Public Company is a duly organized, validly existing corporation in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own and operate its properties and assets, to lease its properties and to carry on its business as now conducted. Public Company owns or possesses in the operation of its business all franchises, licenses, permits, certificates, consents, approvals, waivers, and other authorizations, governmental or otherwise, which are necessary for it to conduct its business as now conducted.

6.2. EXECUTION AND PERFORMANCE OF AGREEMENT.

Public Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its respective terms.

6.3. BINDING OBLIGATIONS, DUE AUTHORIZATION.

Subject to the approval of its shareholders, this Agreement constitutes a valid, legal, and binding obligation of Public Company, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, or similar law, or by general principles of equity. The execution, delivery, and performance of this Agreement and the transactions contemplated thereby have been duly and validly authorized by the board of directors of Public Company.

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6.4. ABSENCE OF VIOLATIONS.

Public Company is not (i) in violation of its bylaws, (ii) in violation of any applicable federal, state, or local law or ordinance or any order, rule, or regulation of any federal, state, local, or other governmental agency or body, (iii) in violation of or in default with respect to any order, writ, injunction, or decree of any court, or any order, license, regulation, or demand of any governmental agency; (iv) in violation of any term of any security agreement, mortgage, indenture, or any other contract, agreement, instrument, lease, or certificate, and Public Company has not received any claim or notice of violation with respect thereto.

6.5. ABSENCE OF DEFAULT.

None of the execution or the delivery of this Agreement, the consummation of the transactions contemplated hereby, or the compliance with or fulfillment of the terms hereof will conflict with, or result in a breach of any of the terms, conditions, or provisions of, or constitute a default under the organizational documents or bylaws of Public Company. None of such execution, consummation, or fulfillment will (a) conflict with, or result in a material breach of the terms, conditions, or provisions of, or constitute a material violation, conflict, or default under, or give rise to any right of termination, cancellation, or acceleration with respect to, or result in the creation of any lien, charge, or encumbrance upon, any of the property or assets of Public Company pursuant to any material agreement or instrument under which it is obligated or by which any of its properties or assets may be bound, including without limitation any material lease, contract, mortgage, promissory note, loan, credit arrangement or other commitment or arrangement of it in respect of which it is an obligor.

6.6. SUBSIDIARIES.

Public Company does not have any direct or indirect subsidiaries and does not directly or indirectly own, control, or hold, with the power to vote, any shares of the capital stock of any entity (including, without limitation, corporations, partnerships, and joint ventures). There are no outstanding subscriptions, options, warrants, convertible securities, calls, commitments, or agreements calling for or requiring the issuance, transfer, sale, or other disposition of any shares of the capital stock of Public Company. There are no other direct or indirect subsidiaries of Public Company which are required to be consolidated or accounted for on the equity method in the consolidated financial statements of Public Company prepared in accordance with generally accepted accounting principles.

6.7. CAPITAL STRUCTURE.

(a) The authorized capital stock of Public Company consists of 100,000,000 shares of Public Company Common Stock having a par value of $.001 per share, of which, as of the date of this Agreement, 5,000,000 shares have been duly issued and are validly outstanding, fully paid, and non-assessable, and held by one shareholder of record. The aforementioned shares of Public Company Common Stock are the only voting securities of Public Company authorized, issued, or outstanding as of such date; and there are no outstanding subscriptions, options, warrants, convertible securities, calls, commitments, agreements or rights, including preemptive rights, calling for or requiring the issuance, transfer, sale, or other disposition of any shares of the capital stock of Public Company. No shares of Public Company Common Stock are held as treasury shares. None of the Public Company Common Stock is subject to any restrictions upon the transfer thereof under the terms of the articles of incorporation or bylaws of Public Company.

(b) As of the date hereof, to the best of the knowledge of Public Company, and except for this Agreement, there are no shareholder agreements, or other agreements, understandings, or commitments relating to the right of any holder or beneficial owner of any issued and outstanding shares of Public Company Common Stock to vote or to dispose of his, her or its shares of Public Company Common Stock.

6.8. ARTICLES OF INCORPORATION, BYLAWS, AND MINUTE BOOKS.

Public Company has provided VFCT with true, correct and complete copies of all of the certificates or articles of incorporation and all amendments thereto, and the bylaws, as amended, of Public Company and its subsidiaries. All minute books contain accurate minutes of all meetings and accurate consents in lieu of meetings of the board of directors (and any committee thereof) and of the shareholders of Public Company and its subsidiaries since their respective inceptions. All minute books accurately reflect all transactions referred to in such minutes and consents in lieu of meetings and disclose all material corporate actions of the shareholders and boards of directors of Public Company and its subsidiaries and all committees thereof. Except as reflected in such minute books, there are no minutes of meetings or consents in lieu of meetings of the board of directors (or any committee thereof) or of shareholders of Public Company or its subsidiaries.

6.9. BOOKS AND RECORDS.

The books and records of Public Company fairly reflect the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance in all material respects with all applicable accounting and legal requirements. Public Company follows generally accepted accounting principles applied on a consistent basis in the preparation and maintenance of its books of account and financial statements, including using the accrual method of accounting for all items of income and expense.

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6.10. CONTRACTS, COMMITMENTS, ETC. Public Company has made available to VFCT:

(a) All contracts, agreements, plans or other arrangements applicable to employees, officers, or directors of Public Company, including compensation, bonus, stock option, stock purchase, medical, disability, group life or other insurance plans and any other remuneration or fringe benefit arrangements.

(b) All material contracts, agreements, leases, mortgages, and commitments to which Public Company is a party or may be bound; or, if any of the same be oral, true, accurate, and complete written summaries of all such oral contracts, agreements, leases, mortgages, and commitments.

(c) All contracts, agreements, leases, mortgages, and commitments, whether or not material, to which Public Company is a party or may be bound and which require the consent or approval of third parties to the execution and delivery of this Agreement or to the consummation or performance of any of the transactions contemplated thereby or, if any of the same be oral, true, accurate, and complete written summaries of all such oral contracts, agreements, leases, mortgages, and commitments.

(d) All deeds, leases, contracts, agreements, mortgages, and commitments, whether or not material, to which Public Company is a party or may be bound and which relate to land, buildings, fixtures, or other real property.

(e) All federal, state, and local tax returns, including any amended returns, filed by Public Company for the year 2005, a copy of the calculation of the tax provision made by Public Company for the year 2006 and the interim period ended March 31, 2006, as recorded on its books and records, and a copy of all substantive correspondence or other documents or agreements received from or entered into with the Internal Revenue Service (the "IRS") or any other taxing authority since March 31, 2006, or that would have continuing effect after the Effective Date.

6.11. MATERIAL CONTRACT DEFAULTS.

All contracts, agreements, leases, mortgages, or commitments referred to in section 6.10 hereof are valid and in full force and effect on the date hereof. As of the date of this Agreement and as of the Effective Date, neither Public Company nor its subsidiaries will be in default in any material respect under any material contract, agreement, commitment, arrangement, lease, insurance policy, or other instrument to which it is a party or by which its assets, business, or operations may be bound or affected or under which it or its assets, business, or operations receive benefits; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a default.

6.12. SEC FILINGS; FINANCIAL STATEMENTS.

(a) Public Company has made available to VFCT a correct and complete copy of each report and registration statement filed by Public Company with the SEC (the "Public Company SEC Reports"), which are all the forms, reports and documents required to be filed by Public Company with the SEC prior to the date of this Agreement. As of their respective dates the Public Company SEC Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Public Company SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b) Each set of financial statements (including, in each case, any related notes thereto) contained in Public Company SEC Reports, including each Public Company SEC Report filed after the date hereof until the Closing, complied or will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto and was or will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents or will fairly present in all material respects the financial position of Public Company at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements: (i) were, are or will be subject to normal adjustments which were not or are not expected to have a Material Adverse Effect on Public Company taken as a whole, and, if such adjustments have been made, then the financial statements contain an affirmative statement that the financial statements have been adjusted in order to make the financial statements not misleading, as required by Regulation S-B; and (ii) contain a report of the reviewing independent accountant as required by Regulation S-B.

(c)In addition, Public Company has furnished to VFCT its consolidated audited balance sheet as of December 31, 2005, and its related audited statements of operations, changes in stockholders' equity and cash flows for the fiscal year periods then ended, and the notes thereto, and its unaudited balance sheet as of March 31, 2006 and its related unaudited statements of operations, changes in stockholders' equity and cash flows for the three month period then ended (the “Public Company Interim Financial Statements”) (collectively, the "Public Company Financial Statements"). All of the Public Company Financial Statements, including the related notes, (i) were prepared in accordance with generally accepted accounting principles consistently applied in all material respects (subject, in the case of the Public Company Interim Financial Statements, to recurring audit adjustments normal in nature and amount), (ii) are in accordance with the books and records of Public Company, (iii) fairly reflect the financial position of Public Company as of such dates and the results of operations of Public Company for the periods ended on such dates, and do not fail to disclose any material extraordinary or out-of-period items.

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6.13. ABSENCE OF UNDISCLOSED LIABILITIES.

At March 31, 2006, Public Company had no obligation or liability of any nature (whether absolute, accrued, contingent, or otherwise, and whether due or to become due) which was material, or which when combined with all similar obligations or liabilities would have been material, to Public Company, except as disclosed in the Public Company Interim Financial Statements. The amounts set up as current liabilities for taxes in the Public Company Interim Financial Statements are sufficient for the payment of all federal, state and local income, payroll, withholding, real estate, and other taxes of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not ("Tax" or "Taxes") accrued in accordance with generally accepted accounting principles and unpaid at December 31, 2005. Since December 31, 2005, Public Company neither incurred nor paid any obligation or liability that would be material (on a consolidated basis) to Public Company, except (x) for obligations incurred or paid in connection with transactions by it in the ordinary course of its business consistent with past practices, or (y) as set forth on Schedule 6.13 hereof, or (z) as expressly contemplated herein.

6.14. ABSENCE OF CERTAIN DEVELOPMENTS; QUALITY OF ASSETS.

Since March 31, 2006, there has been no Material Adverse Effect with respect to Public Company, its business, operations or financial condition including no material deterioration in the quality or market value of its assets, including those real properties, investments and other assets included in the Public Company Interim Financial Statements. Since March 31, 2006, Public Company has conducted its business only in the ordinary course of such business and consistent with past practice.

6.15. TAX MATTERS.

(a) All Tax returns and reports required to be filed by or on behalf of Public Company have been timely filed with the appropriate governmental agencies in all jurisdictions in which such returns and reports are required to be filed, or requests for extensions have been timely filed, granted, and have not expired, and all returns filed are complete and accurate and properly reflect their Taxes for the periods covered. All Taxes shown or required to be shown on filed returns have been paid, except for any not yet due and payable.

(b) Public Company has in all material respects satisfied all federal, state, local, and foreign withholding tax requirements including but not limited to income, social security, and employment tax withholding.

6.16. Reserved.

6.17. TRANSACTIONS WITH AFFILIATES.

Except as set forth on Schedule 6.17 hereof, (a) none of the officers, directors, or beneficial holders of 5 percent or more of the common stock of Public Company or VFCT has any ongoing material transaction with Public Company or VFCT on the date of this Agreement; (b) no Insider has any ownership interest in any business, corporate or otherwise, which is a party to, or in any property which is the subject of, business arrangements or relationships of any kind with Public Company or VFCT not in the ordinary course of business.

6.18. OTHER INSURANCE.

Public Company carries insurance with reputable insurers in such amounts as are reasonable to cover such risks as are customary in relation to the character and location of its properties and the nature of its businesses. All such policies of insurance are in full force and effect, and no notice of cancellation has been received. All premiums to date have been paid in full. Public Company is not in default with respect to any such policy that is material to it.

6.19. EMPLOYEE BENEFIT PLANS; LABOR MATTERS.

(a) Schedule 6.19 hereto contains a complete list of all employee benefit plans of Public Company, including group insurance contracts, life insurance, health insurance, severance, and all other employee benefit plans, agreements or arrangements, whether formal or informal, whether written or oral, whether legally binding or not, under which any current or former employee of Public Company has any present right to future benefits or payments or under which Public Company has any present or future liability (together, the "Public Company Plans").

(b) As to each of the Public Company Plans, Public Company has made available to VFCT true, complete, current, and accurate copies of the executed document or documents governing the plan, including the related agreement, insurance policy, and summary plan description (or other description in the case of an unwritten plan).

(c) Public Company has no liability under any Public Company Plan which is not reflected in the Interim Public Company Financial Statements (other than such normally unrecorded liabilities under the Plans for sick leave, holiday, bonus, vacation, incentive compensation, and anniversary awards, provided that such liabilities are not in any event material).

(d) Public Company has never maintained, established, sponsored, participated in or contributed to any employee benefit plan within the meaning of Section 3(1) or Section 3(2) of the Employee Income Security Act of 1974, as amended (“ERISA”).

(e) Public Company (i) is in compliance in all material respects with all applicable foreign, federal, state and local laws, rules and regulations respecting or relating to employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to employees, (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to employees, (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing and (iv) is not liable for any payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistent with past practice).

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6.20. COMPENSATION.

(a) Schedule 6.20 hereto contains a true and correct statement of the names, relationships with Public Company, aggregate compensation for the interim period ended March 31, 2006, and present rates of compensation and (whether in the form of salary, bonuses, commissions, or other supplemental compensation now or hereafter payable), of each director, officer, or other employee or agent of Public Company whose aggregate compensation for the fiscal year ended December 31, 2005, at present rates, would be expected to exceed the rate of $5,000 per annum.

(b) Except as set forth on Schedule 6.20 hereto, since March 31, 2006, Public Company has not changed the rate of compensation of any of its directors, officers, employees or agents nor has any contract, agreement, plan, or other arrangement been entered into or amended to increase the compensation, payments or benefits thereunder.

6.21. ENVIRONMENTAL LIABILITY.

(a) Public Company is not in violation of any judgment, decree, order, law, license, rule or regulation pertaining to environmental matters, including those arising under the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, the Federal Water Pollution Control Act, the Federal Clean Air Act, the Toxic Substances Control Act or any state or local statute, regulation, ordinance, order or decree relating to health, safety or the environment ("Environmental Laws").

(b) Public Company has not received notice that it has been identified by the United States Environmental Protection Agency as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B, nor has Public Company or its subsidiaries received any notification that any hazardous waste, as defined by 42 U.S.C. section 6903(5), any hazardous substances, as defined by 42 U.S.C. section 9601(14), any “pollutant or contaminant”, as defined by 42 U.S.C. section 9601(33), or any toxic substance, hazardous materials, oil, or other chemicals or substances regulated by any Environmental Laws ("Hazardous Substances") that it has disposed of, has been found at any site at which a federal or state agency is conducting a remedial investigation or other action pursuant to any Environmental Law.

6.22. REAL AND PERSONAL PROPERTY.

Public Company possesses good and marketable title to and owns, free and clear of any mortgage, pledge, lien, charge, or other encumbrance or other third party interest of any nature whatsoever which would materially interfere with the business or operations of Public Company, its real and personal property and other assets, including without limitation those properties and assets reflected in the Public Company Interim Financial Statements, or acquired by Public Company subsequent to the date thereof. The leases pursuant to which Public Company leases real or personal property as lessee are valid and effective in accordance with their respective terms; and there is not, under any such lease, any material existing default or any event which, with the giving of notice or lapse of time or otherwise, would constitute a material default. The real properties leased by Public Company as lessor are valid and effective in accordance with their respective terms; and there is not, under any such lease, any material existing default or any notice of pending default by any lessee which would have a Material Adverse Effect on Public Company. The real properties leased by Public Company as lessor are in good repair and normal operating condition and are free from any known defects, except minor defects, that would materially interfere with the continued lease of the property.

6.23. CAPITAL EXPENDITURES.

Except as set forth on Schedule 6.23 hereof, Public Company does not have any outstanding commitments to make capital expenditures or other asset purchases which, in the aggregate, exceeds $50,000.

6.24. INTERNAL CONTROLS.

Public Company maintains internal controls to provide reasonable assurance to its board of directors and officers that its assets are safeguarded, its records and reports are prepared in compliance with all applicable legal and accounting requirements and with its internal policies and practices, and applicable federal, state, and local laws and regulations are complied with. These controls extend to the preparation of its financial statements to provide reasonable assurance that the statements are presented fairly in conformity with generally accepted accounting principles. The controls contain self-monitoring mechanisms, and appropriate actions are taken on significant deficiencies as they are identified.

6.25. ACCOUNTING TREATMENT.

Public Company is aware of no reason why the Acquisition will fail to qualify as a reverse acquisition under the purchase method for business combinations.

6.26. DISCLOSURE.

No representation or warranty hereunder and no certificate, statement, or other document delivered by Public Company hereunder or in connection with this Agreement or any of the transactions contemplated thereunder contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein, in light of the circumstances under which they were made, not misleading. There is no fact known to Public Company that might materially adversely affect its business, assets, liabilities, financial condition, results of operations, or prospects which has not been disclosed in the Public Company Financial Statements, this Agreement or other document delivered by Public Company to VFCT. Copies of all documents delivered to VFCT by Public Company under this Agreement are true, correct, and complete copies thereof and include all amendments, supplements, and modifications thereto and all waivers thereunder.

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7. COVENANTS OF PUBLIC COMPANY.

Public Company covenants and agrees as follows:

7.1. RIGHTS OF ACCESS.

 From the date hereof to the Effective Date, Public Company shall give to VFCT and to its representatives, including its certified public accountants full access during normal business hours to all of the property, documents, contracts, books, and records of Public Company, and such information with respect to its business affairs and properties as VFCT from time to time may reasonably request.

7.2. EXTRAORDINARY TRANSACTIONS.

Without the prior written consent of VFCT, Public Company will not, on or after the date of this Agreement: (a) declare or pay any cash dividends or property dividends with respect to any class of its capital stock; (b) declare or distribute any stock dividend, authorize a stock split, or authorize, issue or make any distribution of its capital stock or any other securities or grant any options to acquire such additional securities; (c) either (i) merge into, consolidate with, or sell or otherwise dispose of its assets to any other corporation or person, or enter into any other transaction or agree to effect any other transaction not in the ordinary course of its business except as explicitly contemplated herein, or (ii) engage in any discussions concerning such a possible transaction except as explicitly contemplated herein unless the board of directors of Public Company, based upon the advice of legal counsel, determines in good faith that such action is required for the board of directors to comply with its fiduciary duties to stockholders imposed by law; (d) convert the form of entity of Public Company from that in existence on the date of this Agreement to any other form of entity; (e) make any direct or indirect redemption, purchase, or other acquisition of any of its capital stock; (f) except in the ordinary course of its business or to accomplish the transactions contemplated by this Agreement, incur any liability or obligation, make any commitment or disbursement, acquire or dispose of any property or asset, make any contract or agreement, pay or become obligated to pay any legal, accounting, or miscellaneous other expense, or engage in any transaction; (g) other than in the ordinary course of business, subject any of its properties or assets to any lien, claim, charge, option, or encumbrance; (h) enter into or assume any one or more commitments to make capital expenditures, any of which individually exceeds $20,000 or which in the aggregate exceed $50,000; (i) except for increases in the ordinary course of business in accordance with past practices, and except as explicitly contemplated by this Agreement, increase the rate of compensation of any employee or enter into any agreement to increase the rate of compensation of any employee; (j) except as otherwise required by law, create or modify any profit sharing plan, bonus, deferred compensation, death benefit, or retirement plan, or the level of benefits under any such plan, nor increase or decrease any severance or termination pay benefit or any other fringe benefit; (k) enter into any employment or personal services contract with any person or firm, except directly to facilitate the transactions contemplated by this Agreement; nor (l) change the nature or increase the concentration of risk of investments and of cash and cash equivalents.

7.3. PRESERVATION OF BUSINESS.

Public Company will (a) carry on its business and manage its assets and properties diligently and substantially in the same manner as heretofore; (b) use commercially reasonable efforts to continue in effect its present insurance coverage on all properties, assets, business, and personnel; (c) use commercially reasonable efforts to preserve its business organization intact, to keep available its present employees, and to preserve its present relationships with all those entities having business dealings with it; (d) not do anything and not fail to do anything which will cause a breach of or default in any contract, agreement, commitment, or obligation to which it is a party or by which it may be bound; and (e) conduct its affairs so that at the Effective Date none of its representations and warranties will be inaccurate, none of its covenants and agreements will be breached, and no condition in this Agreement will remain unfulfilled by reason of its actions or omissions.

7.4. AFFILIATES. 

Public Company will furnish to VFCT a list of all persons known to Public Company who at the date of this Share Exchange Agreement may be deemed to be “affiliates” of Public Company within the meaning of Rule 145 under the Securities Act.

7.5. PURCHASE METHOD TREATMENT. 

Public Company will take no action that would prevent or impede the Acquisition from qualifying as a reverse acquisition under the purchase method for business combinations.

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7.6. UPDATED SCHEDULES.

Not less than fifteen business days prior to the Effective Date and as of the Effective Date, Public Company will deliver to VFCT any updates to the schedules to its representations which may be required to disclose events or circumstances arising after the date hereof. Such schedules shall be updated only for the purpose of making the representations and warranties contained in this Agreement to which such part of such schedules relate true and correct in all material respects as of the date such schedule is updated, and the updated schedule shall not have the effect of making any representation or warranty contained in this Agreement true and correct in all material respects as of a date prior to the date of such updated schedule. For purposes of determining whether the conditions set forth in section 4.1 to VFCT's obligations have been met, any such updated schedules delivered to VFCT shall be disregarded unless VFCT shall have agreed to accept any changes reflected in such updated schedules.

7.7. SUBSEQUENT EVENTS.

Until the Effective Date, Public Company will immediately advise VFCT in a detailed written notice of any fact or occurrence or any pending or threatened occurrence of which it obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement or which (if existing and known at any time prior to or at the Effective Date) would cause a condition to VFCT's obligations under this Agreement not to be fully satisfied.

7.8. REGISTRATION RIGHTS.

Coast To Coast Equity Group, Inc., Quetzal Capital Funding 1, Inc., and certain private equity sponsors shall have the registration rights set forth in the Registration Rights Agreement attached hereto as Exhibit D.

7.9. TIMETABLE FOR REGISTRATION STATEMENT.

Public Company shall cause to be filed no later than thirty (30) days after the Company obtains a shareholder base of 35 shareholders a registration statement for the benefit of the parties identified in the Registration Rights Agreement (the “Registration Statement”). Public Company shall have made its best effort to make the Registration Statement effective within 180 days of the date of this Share Exchange Agreement.

7.10. ALTERNATIVE REMEDY FOR FAILURE OF REGISTRATION.

In the event that the Registration Rights Agreement and/or the Registration Statement shall fail for any reason to be properly executed, effective, and otherwise enforceable, Public Company agrees to indemnify Coast To Coast Equity Group, Inc., Quetzal Capital Funding 1, Inc., and any private equity sponsors, and any other Public Company shareholders, beneficial owners of Public Company common stock, and rights holders for whom the Registration Rights Agreement is intended to benefit by paying, within five (5) days after receipt of written demand, the difference between the market value of the holder’s restricted Public Company securities and the higher closing market price of free trading Public Company common stock valued: (i) on the day before the Registration Statement has been withdrawn from the SEC; or (ii) on the next business day falling 180 days after the execution of this Share Exchange Agreement if such Registration Statement has failed to go effective or has failed to be filed. Payment may be made in cash or securities of equivalent market value.

8. REPRESENTATIONS AND WARRANTIES OF VFCT.

VFCT, by and through Sellers, represents and warrants to Public Company as follows:

8.1. ORGANIZATION, POWERS, AND QUALIFICATION.

VFCT is a duly organized, validly existing corporation in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own and operate its property and assets, to lease properties used in its business, and to carry on its business as now conducted. VFCT owns or possesses in the operation of its business all franchises, licenses, permits, certificates, consents, approvals, waivers, and other authorizations, governmental or otherwise, which are necessary for it to conduct its business as now conducted.

8.2. EXECUTION AND PERFORMANCE OF AGREEMENT.

VFCT has all requisite corporate power and authority to execute and deliver this Agreement and to perform its respective terms.

8.3. BINDING OBLIGATIONS, DUE AUTHORIZATION.

Subject to the approval of its shareholders, this Share Exchange Agreement constitutes a valid, legal, and binding obligation of VFCT, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, or similar law, or by general principles of equity. The execution, delivery, and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by the board of directors of VFCT.

8.4. ABSENCE OF DEFAULT.

None of the execution or the delivery of this Share Exchange Agreement, the consummation of the transactions contemplated hereby, or the compliance with or fulfillment of the terms hereof will conflict with, or result in a breach of any of the terms, conditions, or provisions of, or constitute a default under the organizational documents or bylaws of VFCT. None of such execution, consummation, or fulfillment will (a) conflict with, or result in a material breach of the terms, conditions, or provisions of, or constitute a material violation, conflict, or default under, or give rise to any right of termination, cancellation, or acceleration with respect to, or result in the creation of any lien, charge, or encumbrance upon, any of the property or assets of VFCT pursuant to any material agreement or instrument under which it is obligated or by which any of its properties or assets may be bound, including without limitation any material lease, contract, mortgage, promissory note, deed of trust, loan, credit arrangement or other commitment or arrangement of it in respect of which it is an obligor.

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8.5. CAPITAL STRUCTURE.

(a) The authorized common stock of VFCT as of the date of this Share Exchange Agreement consists of 1,000 shares of VFCT Common Stock having a par value of $.001 per share, of which, as of the date of this Agreement, 1,000 shares have been duly issued and are validly outstanding, fully paid and non-assessable, and held by approximately sixteen (16) shareholders of record. The aforementioned shares of VFCT Common Stock are the only voting securities of VFCT authorized, issued, or outstanding as of the date of this Agreement; and there are no outstanding subscriptions, options, warrants, convertible securities, calls, commitments, agreements or rights, including preemptive rights, calling for or requiring the issuance, transfer, sale, or other disposition of any shares of the capital stock of VFCT.

(b) As of the date hereof, to the best of the knowledge of VFCT, and except for this Share Exchange Agreement, there are no shareholder agreements, or other agreements, understandings, or commitments relating to the right of any holder or beneficial owner of any issued and outstanding shares of VFCT Common Stock to vote or to dispose of his, her or its shares of VFCT Common Stock.

8.6. BOOKS AND RECORDS.

The books and records of VFCT fairly reflect the transactions to which it is a party or by which its properties are subject or bound. Such books and records have been properly kept and maintained and are in compliance in all material respects with all applicable accounting and legal requirements. VFCT follows generally accepted accounting principles applied on a consistent basis in the preparation and maintenance of its books of account and financial statements, including using the accrual method of accounting for all items of income and expense. VFCT has made all accruals in amounts that accurately report income and expense in the proper periods in accordance with generally accepted accounting principles. VFCT has filed all material reports and returns required by any law or regulation to be filed by it.

8.7. FINANCIAL STATEMENTS.

VFCT has furnished to Public Company its consolidated audited balance sheet as of each of December 31, 2005 and 2004, and its related audited consolidated statements of operations, changes in stockholders' equity and cash flows for each of the fiscal year periods then ended, and the notes thereto, and its consolidated unaudited balance sheet as of March 31, 2006 and its related unaudited consolidated statements of operations, changes in stockholders' equity and cash flows for the nine month period then ended (the “VFCT Interim Financial Statements”) (collectively, the "VFCT Financial Statements"). All of the VFCT Financial Statements, including the related notes, (a) were prepared in accordance with generally accepted accounting principles consistently applied in all material respects (subject, in the case of the VFCT Interim Financial Statements, to recurring audit adjustments normal in nature and amount), (b) are in accordance with the books and records of VFCT, (c) fairly reflect the consolidated financial position of VFCT as of such dates, and the consolidated results of operations of VFCT for the periods ended on such dates, and do not fail to disclose any material extraordinary or out-of-period items.

8.8. ARTICLES OF INCORPORATION, BYLAWS, AND MINUTE BOOKS.

VFCT has provided Public Company with true, correct and complete copies of all of VFCT’s certificates or articles of incorporation, the bylaws, and all amendments thereto, and the minute books. All minute books contain accurate minutes of all meetings and accurate consents in lieu of meetings of the board of directors (and any committee thereof) and of the shareholders of VFCT since its inception. All minute books accurately reflect all transactions referred to in such minutes and consents in lieu of meetings and disclose all material corporate actions of the shareholders and boards of directors of VFCT and all committees thereof. Except as reflected in such minute books, there are no minutes of meetings or consents in lieu of meetings of the board of directors (or any committee thereof) or of shareholders of VFCT.

8.9. ABSENCE OF CERTAIN DEVELOPMENTS.

Since March 31, 2006, there has been (a) no Material Adverse Effect with respect to VFCT, (b) no material decrease in the value of the assets of VFCT (c) no material increase in the level of liabilities of VFCT. Since March 31, 2006, VFCT has conducted its business only in the ordinary course of such business and consistent with past practice.

8.10. DISCLOSURE.

No representation or warranty hereunder and no certificate, statement, or other document delivered by VFCT hereunder or in connection with this Share Exchange Agreement or any of the transactions contemplated thereunder contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein, in light of the circumstances under which they were made, not misleading. There is no fact known to VFCT that might materially adversely affect its business, assets, liabilities, financial condition, results of operations, or prospects which has not been disclosed in the VFCT Financial Statements or a certificate, schedule or other document delivered by VFCT to Public Company. Copies of all documents delivered to Public Company by VFCT under this Agreement are true, correct, and complete copies thereof and include all amendments, supplements, and modifications thereto and all waivers thereunder.

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9. COVENANTS OF VFCT.

VFCT, by and through Louis J. Brothers and Larry K. Wilhide, covenants and agrees as follows:

9.1. RIGHTS OF ACCESS.

From the date hereof to the Effective Date, VFCT shall give to Public Company, Coast To Coast Equity Group, Inc., and to their representatives, including their certified public accountants reasonable access during normal business hours upon reasonable advance notice to all of the property, documents, contracts, books, and records of VFCT, and such information with respect to its business affairs and properties as Public Company or Coast To Coast Equity Group, Inc., from time to time may reasonably request, and Public Company and Coast To Coast Equity Group, Inc. will be furnished with copies of all such books, records, agreements and other documents as may be reasonably requested by it. In connection with such investigation, Public Company and Coast To Coast Equity Group, Inc. will also be permitted to speak with such officers, directors, creditors, lessees, lessors, customers and litigation counsel of VFCT as Public Company and Coast To Coast Equity Group, Inc. may specify.

9.2. EXTRAORDINARY TRANSACTIONS.

Without the prior written consent of Public Company, VFCT will not, on or after the date of this Share Exchange Agreement: (a) declare or pay any cash dividends or property dividends with respect to any class of its capital stock; (b) declare or distribute any stock dividend nor authorize a stock split; (c) merge into, consolidate with, or sell or otherwise dispose of its assets to any other corporation or person, or enter into any other transaction or agree to effect any other transaction not in the ordinary course of its business except as explicitly contemplated herein; (d) convert the form of entity of VFCT from that in existence on the date of this Share Exchange Agreement to any other form of entity; (e) make any direct or indirect redemption, purchase, or other acquisition of any of its capital stock; (f) except in the ordinary course of its business or to accomplish the transactions contemplated by this Agreement, incur any liability or obligation, make any commitment or disbursement, acquire or dispose of any property or asset, make any contract or agreement, pay or become obligated to pay any legal, accounting, or miscellaneous other expense, or engage in any transaction; (g) other than in the ordinary course of business, subject any of its properties or assets to any lien, claim, charge, option, or encumbrance; (h) enter into or assume any one or more commitments to make capital expenditures, any of which individually exceeds $20,000 or which in the aggregate exceed $50,000; (i) except for increases in the ordinary course of business in accordance with past practices and except as explicitly contemplated by this Agreement, increase the rate of compensation of any employee or enter into any agreement to increase the rate of compensation of any employee; (j) except as otherwise required by law, create or modify any pension or profit sharing plan, bonus, deferred compensation, death benefit, or retirement plan, or the level of benefits under any such plan, nor increase or decrease any severance or termination pay benefit or any other fringe benefit; (k) enter into any employment or personal services contract with any person or firm, except directly to facilitate the transactions contemplated by this Share Exchange Agreement; nor (l) change the nature or increase the concentration of risk of cash and cash equivalents.

9.3. PRESERVATION OF BUSINESS.

VFCT will (a) carry on its business and manage its assets and property diligently and substantially in the same manner as heretofore; (b) use commercially reasonable efforts to continue in effect its present insurance coverage on all property, assets, business, and personnel; (c) use commercially reasonable efforts to preserve its business organization intact, to keep available its present employees, and to preserve its present relationships with those entities having business dealings with it; (d) not do anything and not fail to do anything which will cause a breach of or default in any contract, agreement, commitment, or obligation to which it is a party or by which it may be bound; and (e) conduct its affairs so that at the Effective Date none of its representations and warranties will be inaccurate, none of its covenants and agreements will be breached, and no condition in this Agreement will remain unfulfilled by reason of its actions or omissions.

9.4. SHAREHOLDERS’ MEETING.

Unless a majority of shareholders shall provide their written consent, VFCT shall hold a meeting of its shareholders in accordance with the BCL to consider and vote upon this Agreement. Subject to its fiduciary duty to shareholders, the board of directors of VFCT shall recommend to its shareholders that this Agreement be adopted.

9.5. SUBSEQUENT EVENTS.

Until the Effective Date, VFCT will immediately advise Public Company in a detailed written notice of any fact or occurrence or any pending or threatened occurrence of which it obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement or which (if existing and known at the time of the Effective Date) would cause a condition to Public Company's obligations under this Share Exchange Agreement not to be fully satisfied.

9.6. UPDATED SCHEDULES.

Not less than fifteen business days prior to the Effective Date and as of the Effective Date, VFCT will deliver to Public Company any updates to the schedules to its representations which may be required to disclose events or circumstances arising after the date hereof. Such schedules shall be updated only for the purpose of making the representations and warranties contained in this Agreement to which such part of such schedules relate true and correct in all material respects as of the date such schedule is updated, and the updated schedule shall not have the effect of making any representation or warranty contained in this Agreement true and correct in all material respects as of a date prior to the date of such updated schedule. For purposes of determining whether the conditions set forth in section 4.1 to VFCT's obligations have been met, any such updated schedules delivered to Public Company shall be disregarded unless Public Company shall have agreed to accept any changes reflected in such updated schedules.

-13-

9.7 COVENANT BY VFCT WITH COAST TO COAST EQUITY GROUP, INC.

(a) Exclusive Dealings. VFCT acknowledges that Coast To Coast Equity Group, Inc. has invested substantial time and resources and incurred substantial expenses in connection with conducting its business, financial and legal due diligence investigation of VFCT and in negotiating and drafting the Share Exchange Agreement. To induce Coast To Coast Equity Group, Inc. to incur such expenses, VFCT covenanted with Coast To Coast Equity Group, Inc. in their Letter of Intent and Amended Letter of Intent and covenants in this Share Exchange Agreement for the benefit of Coast To Coast Equity Group, Inc. that until the earlier of the termination of the Amended Letter of Intent or the execution of the Share Exchange Agreement, VFCT will not, directly or indirectly, through any officer, director, employee, subsidiary or other affiliate, representative or agent (provided, however, that this Paragraph 9.7(a) will not be deemed to bind a stockholder of VFCT that is not a director, officer, or employee of VFCT and that acts independently of VFCT and without any assistance or encouragement from VFCT or any of its other affiliates):

(i)   solicit, initiate or knowingly encourage any inquiries or proposals from any person or entity (other than Coast To Coast Equity Group, Inc.) that constitute, or could reasonably be expected to lead to, a proposal or offer for a Acquisition or consolidation involving VFCT, a sale of all or substantially all of VFCT’s assets or a sale of shares of VFCT capital stock (including, without limitation, by way of a tender offer but excluding an offer and sale of shares pursuant to a bona fide employee stock plan sponsored by VFCT) resulting in any person acquiring beneficial ownership of, or any "group" (as such term is defined under Section 13(d) of the Securities Exchange Act of 1934, as amended) having been formed which beneficially owns, 50% or more of the voting power of the outstanding VFCT capital stock (any of the foregoing inquiries and proposals other than by Coast To Coast Equity Group, Inc. being referred to in this Paragraph 9.7(a) as an "Acquisition Proposal"),

(ii)   engage in negotiations or discussions concerning, or provide any non-public information to any person or entity relating to, any Acquisition Proposal, or

(iii)   agree to, approve or recommend any Acquisition Proposal.

VFCT also covenants to cause all current discussions and negotiations with any persons other than Coast To Coast Equity Group, Inc. concerning the foregoing transactions to cease and to communicate to Coast To Coast Equity Group, Inc. as promptly as practicable the terms of, and the identity of any person making, any Acquisition Proposal. VFCT further covenants to communicate to Coast To Coast Equity Group, Inc. as promptly as practicable any determination that an Acquisition Proposal constitutes a Superior Proposal.

(b) Fiduciary-Out Provision. Notwithstanding the preceding paragraph or anything else to the contrary in Paragraph 9.7(a), nothing contained in Paragraph 9.7(a) shall prevent VFCT or its Board at any time from:

(i)providing information in response to a request therefor made prior to VFCT’s execution of the Share Exchange Agreement by any person or entity who has delivered to VFCT an Acquisition Proposal which was not solicited, initiated or knowingly encouraged by VFCT, directly or indirectly, if VFCT’s Board receives from the person or entity so requesting such information an executed confidentiality agreement, the terms of which are (without regard to the terms of the Acquisition Proposal) (1) on balance no less favorable to VFCT and (2) on balance no less restrictive on the person or entity requesting such information than those contained in any Confidential Information Non-Disclosure and Non-Solicitation Agreement executed by Coast To Coast Equity Group, Inc.;

(ii)engaging in negotiations or discussions with a person or entity who has delivered to VFCT an unsolicited Acquisition Proposal; or

(iii)taking any position with regard to an Acquisition Proposal pursuant to Rules 14d-9 and 14e-2 under the Securities Exchange Act of 1934, as amended, that is consistent with the fiduciary duties of the Board under applicable law with respect to a tender offer commenced by a third party;

if, and only to the extent that, for purposes of clauses (ii) and (iii) above, VFCT’s Board determines in good faith (after consultation with its financial advisor) that the Acquisition Proposal would constitute, or could reasonably result in, in each case, if consummated, a transaction that is more favorable to VFCT's stockholders (with respect to financial and other terms and, if applicable, strategic benefit) than the Acquisition (any Acquisition Proposal as to which such determination is made being referred to in this Agreement as a "Superior Proposal").

If Coast To Coast Equity Group, Inc. shall have terminated the Amended Letter of Intent prior to the execution of the Share Exchange Agreement pursuant to Paragraph 11(a)(vi) of the Amended Letter of Intent, or if VFCT shall have terminated the Amended Letter of Intent pursuant to Paragraph 11(a)(iii) of the Amended Letter of Intent, and VFCT enters into a letter of intent, memorandum of understanding or definitive agreement with respect to an Acquisition Proposal with any person or entity other than Coast To Coast Equity Group, Inc. within six (6) months of the date of the termination of the Amended Letter of Intent by Coast To Coast Equity Group, Inc. pursuant to Paragraph 11(a)(vi) of the Amended Letter of Intent or by VFCT pursuant to Paragraph 11(a)(iii) of the Amended Letter of Intent, then VFCT must pay Coast To Coast Equity Group, Inc. (i) an amount equal to $250,000, which amount shall be due and payable upon entry into such letter of intent, memorandum of understanding or definitive agreement and (ii) Coast To Coast Equity Group, Inc.’s reasonable documented out-of-pocket expenses (including, without limitation, reasonable legal, accounting, appraisal and financial advisory fees), up to an aggregate amount of $350,000, incurred by Coast To Coast Equity Group, Inc. in connection with the negotiation and drafting of the Letter of Intent, the Amended Letter of Intent or the Share Exchange Agreement and in connection with the other transactions contemplated by the Amended Letter of Intent (including Coast To Coast Equity Group, Inc.'s due diligence investigation), which amount shall be due and payable upon entry into such letter of intent, memorandum of understanding or definitive agreement, subject to the receipt of reasonably satisfactory documentation regarding such expenses. The receipt of the foregoing amounts will serve as the sole and exclusive remedy to Coast To Coast Equity Group, Inc. in the event of such a termination of the Amended Letter of Intent.

(c)No Transaction Based Compensation. COAST’s compensation for all actions it has performed heretofore and for all actions that it may take on behalf of VFCT as set forth in the Consulting Agreement is limited to the compensation agreed to and provided in the Consulting Agreement. It is not hereby implied that the parties are precluded from being able to negotiate for the provision of additional services for separate consideration.

-14-

9.8. NON-DILUTION RIGHTS OF CERTAIN SHAREHOLDERS.

VFCT agrees that, upon the closing of this Agreement, the following persons or entities shall have non-dilution rights attaching to their common stock and warrant interests in Public Company:

(a) Three million (3,000,000) shares reserved for warrants for COAST pursuant to the Consulting Agreement and Warrant Agreement attached hereto as Exhibits B and C, respectively;

(b) Five million (5,000,000) shares owned by Quetzal Capital Funding 1, Inc. representing ten percent (10%) of the issued and outstanding common stock of Public Company upon the closing of this Share Exchange Agreement; and

(c) Any shares of Public Company purchased from Public Company by COAST or Quetzal Capital Funding 1, Inc. during the period between the closing of this Share Exchange Agreement and the date two (2) years from the effective date of a registration statement filed pursuant to the Registration Rights Agreement attached hereto as Exhibit D;

provided, however, that, as set forth in more detail in the Registration Rights Agreement, the above securities may be subject to termination of rights of non-dilution upon the occurrence of certain events or the passage of time.

VFCT agrees to immediately execute all necessary documents and to amend its by-laws to preserve these rights of certain shareholders. Neither VFCT, Public Company, nor any shareholder thereof has the power to alter these terms, except as may be permitted in the Registration Rights Agreement.

 9.10. PUBLIC COMPANY SHAREHOLDER BASE.

VFCT agrees that Quetzal Capital Funding 1, Inc., and its shareholders, for a period up to two (2) years following the effective date of a registration statement filed pursuant to the Registration Rights Agreement attached hereto as Exhibit D, may cause Public Company to create subsidiaries for the acquisition and spin-off of certain companies deemed suitable for investment. Quetzal Capital Funding 1, Inc. may use the shareholder base of Public Company to effect any such spin-off transaction provided that Public Company incurs no costs or expenses from any acquisition or spin-off transacted by Quetzal Capital Funding 1, Inc., unless otherwise agreed to by Public Company and Quetzal Capital Funding 1, Inc.

10. CLOSING.

10.1. PLACE AND TIME OF CLOSING.

Closing shall take place at the offices of Russell C. Weigel, III, P.A., at One Southeast Third Avenue, Suite 1750, Miami, Florida 33131, or such other place as the parties choose, commencing at 1:00 p.m., Eastern Standard Time, on the date of the Effective Date, provided that all conditions precedent to the obligations of the parties hereto to close have then been met or waived.

11. TERMINATION, WAIVER, AND AMENDMENT.

11.1. TERMINATION BY REASON OF LAPSE OF TIME.

This Agreement may be terminated by any party after July 8, 2006, by instrument duly authorized and executed and delivered to the other party, unless the Effective Date shall have occurred.

11.2. GROUNDS FOR TERMINATION.

This Agreement may be terminated by written notice of termination at any time before the Effective Date (whether before or after action by stockholders of Public Company or VFCT):

(a) by mutual consent of the parties hereto;

(b) by VFCT, upon written notice to Public Company given at any time (i) if any of the representations and warranties of Public Company contained in section 6 hereof was materially incorrect when made, or (ii) in the event of a material breach or material failure by Public Company of any covenant or agreement of Public Company contained in this Agreement which has not been, or cannot be, cured within thirty days after written notice of such breach or failure is given to Public Company, and which inaccuracy, breach, or failure, if continued to the Effective Date, would result in any condition set forth in section 4 hereof not being satisfied;

(c) by Public Company, upon written notice to VFCT given at any time (i) if any of the representations and warranties of VFCT contained in section 8 hereof was materially incorrect when made, or (ii) in the event of a material breach or material failure by VFCT of any covenant or agreement of VFCT contained in this Agreement which has not been, or cannot be, cured within thirty days after written notice of such breach or failure is given to VFCT, and which inaccuracy, breach, or failure, if continued to the Effective Date, would result in any condition set forth in section 5 hereof not being satisfied.

(d) by either VFCT or Public Company upon written notice given to the other if the shareholders of either VFCT or Public Company shall have voted on and failed to adopt this Agreement, at the meeting of such shareholders called for such purpose.

-15-

11.3. EFFECT OF TERMINATION.

In the event of the termination and abandonment hereof pursuant to the provisions of section 11.1 or section 11.2, this Agreement shall become void and have no force or effect without any liability on the part of VFCT, Public Company, or their respective directors or officers or shareholders, in respect of this Agreement. Notwithstanding the foregoing, as provided in section 12.4 of this Agreement, the confidentiality agreement contained in that section shall survive such termination.

11.4. WAIVER OF TERMS OR CONDITIONS.

Any of the terms or conditions of this Agreement, to the extent legally permitted, may be waived at any time prior to the Effective Date by the party which is, or whose shareholders are, entitled to the benefit thereof, by action taken by that party, by the board of directors of such party, or by its chairman, or by its president; provided that such waiver shall be in writing and shall be taken only if, in the judgment of the party, board of directors, or officer taking such action, such waiver will not have a materially adverse effect on the benefits intended hereunder to it or to the shareholders of its or his corporation; and the other parties hereto may rely on the delivery of such a waiver as conclusive evidence of such judgment and the validity of the waiver.

11.5. AMENDMENT.

Anything herein or elsewhere to the contrary notwithstanding, to the extent permitted by law, this Agreement and the exhibit hereto may be amended, supplemented, or interpreted at any time prior to the Effective Date by written instrument only duly authorized and executed by each of the parties hereto; provided, however, that (except as specifically provided herein or as may be approved by such shareholders) this Share Exchange Agreement may not be amended after:

(a) the action by shareholders of Public Company in any respect that would change (i) the amount or kind of shares, obligations, cash, property, or rights to be received in exchange for or on conversion of the Public Company Common Stock; (ii) any term of the certificate of incorporation of VFCT to be effected by the Acquisition; or (iii) any of the terms and conditions of this Agreement if the change would adversely affect the shareholders of Public Company, or

(b) the action by shareholders of VFCT in any respect that would change (i) the amount or kind of shares, obligations, cash, property, or rights to be received in exchange for the VFCT Common Stock to be delivered in the Acquisition; (ii) any term of the certificate of incorporation of VFCT to be effected by the Acquisition; or (iii) any of the terms and conditions of this Agreement if the change would adversely affect the shareholders of VFCT.

12. GENERAL PROVISIONS.

12.1. ALLOCATION OF COSTS AND EXPENSES.

Except as provided in this section, each party hereto shall pay its own fees and expenses, including without limitation the fees and expenses of its own counsel and its own accountants and tax advisers, incurred in connection with this Agreement and the transactions contemplated hereby.

12.2. MUTUAL COOPERATION.

Subject to the terms and conditions herein provided, each party shall use its best efforts, and shall cooperate fully with the other party, in expeditiously carrying out the provisions of this Agreement and in expeditiously making all filings and obtaining all necessary approvals, and as soon as practicable shall execute and deliver, or cause to be executed and delivered, such notifications and additional documents and instruments and do or cause to be done all additional things necessary, proper, or advisable under applicable law to consummate and make effective on the earliest practicable date the transactions contemplated hereby.

12.3. FORM OF PUBLIC DISCLOSURES.

VFCT and Public Company shall mutually agree in advance upon the form and substance of all public disclosures concerning this Agreement and the transactions contemplated hereby and shall not issue any such public disclosure prior to such consultation. Approval by VFCT or Public Company of such public disclosure shall not be unreasonably withheld.

12.4. CONFIDENTIALITY.

VFCT and Public Company shall use all information that each obtains from the other pursuant to this Agreement solely for the effectuation of the transactions contemplated by this Agreement or for other purposes consistent with the intent of this Agreement. Neither VFCT nor Public Company shall use any of such information for any other purpose, including, without limitation, the competitive detriment of any other party. VFCT and Public Company shall maintain as strictly confidential all information each of them learns from the other and shall, at any time after termination of this Agreement in accordance with the terms hereof, upon the request of the other, return promptly to it all documentation provided by it or made available to third parties. Each of the parties may disclose such information to its respective affiliates, counsel, accountants, tax advisers, and consultants, provided that such parties are advised of the confidential nature of such information and agree to be bound by the terms of this section 12.4. The confidentiality agreement contained in this section 12.4 shall remain operative and in full force and effect, and shall survive the termination of this Agreement.

-16-

12.5. STANDARD OF MATERIALITY AND OF MATERIAL ADVERSE EFFECT.

(a) For purposes of sections 4, 6, and 7 of this Share Exchange Agreement, the terms "material" and "materially," when used with reference to items normally expressed in dollars, shall be deemed to refer to amounts individually and in the aggregate in excess of 3 percent of the shareholders' equity of Public Company as of March 31, 2006, as determined in accordance with generally accepted accounting principles.

(b) For purposes of sections 5, 8, and 9 of this Share Exchange Agreement, the terms "material" and "materially," when used with reference to items normally expressed in dollars, shall be deemed to refer to amounts individually and in the aggregate in excess of 3 percent of the shareholders' equity of VFCT as of March 31, 2006, as determined in accordance with generally accepted accounting principles.

(c) The term "Material Adverse Effect" wherever used in this Share Exchange Agreement shall mean, with respect to a party, a material adverse effect on the business, results of operations, financial condition, including the market value of any of the assets, or prospects of such party and its subsidiaries taken as a whole.

12.6. COUNTERPARTS.

This Share Exchange Agreement may be executed in two or more counterparts each of which shall be deemed to constitute an original, but such counterparts together shall be deemed to be one and the same instrument and to become effective when one or more counterparts have been signed by each of the parties hereto. It shall not be necessary in making proof of this Share Exchange Agreement or any counterpart hereof to produce or account for the other counterpart.

12.7. ENTIRE AGREEMENT.

This Share Exchange Agreement sets forth the entire understanding of the parties hereto with respect to their commitments to each other and their undertakings vis-à-vis each other on the subject matter hereof. Any previous agreements or understandings among the parties regarding the subject matter hereof are merged into and superseded by this Share Exchange Agreement. Nothing in this Share Exchange Agreement express or implied is intended or shall be construed to confer upon or to give any person, other than VFCT, Public Company, and their respective shareholders, any rights or remedies under or by reason of this Share Exchange Agreement.

12.8. SURVIVAL OF REPRESENTATIONS, WARRANTIES, AND COVENANTS.

None of the representations, warranties, covenants, and agreements in this Agreement or in any instrument delivered pursuant to this Agreement, shall survive the Effective Date, except for sections 12.4 and 12.6, and those other covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Date.

12.9. SECTION HEADINGS.

The section and subsection headings herein have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms or provisions hereof.

12.10. NOTICES.

A.All notices, consents, waivers, or other communications which are required or permitted hereunder shall be in writing and deemed to have been duly given if delivered personally or by messenger, transmitted by telex or telegram, by express courier, or sent by registered or certified mail, return receipt requested, postage prepaid. All communications shall be addressed to the appropriate address of each party as follows:

If to Sellers:If to Coast To Coast Equity Group, Inc.:

Valley Forge Composite Technologies, Inc.Attention: Charles J. Scimeca

Attention: Louis J. Brothers9040 Town Center Parkway

628 Jamie CircleBradenton, FL 34202

King of Prussia, PA 19406

If to Quetzal Capital Funding 1, Inc.:If to Quetzal Capital 1, Inc.:

Attention: Tony FrudakisAttention: Tony Frudakis

9040 Town Center Parkway9040 Town Center Parkway

Bradenton, FL 34202Bradenton, FL 34202

B.For purposes of notice, the address of each Party will be the address first set forth above; provided, however, that each Party will have the right to change its respective address for notices hereunder to another location by giving ten (10) days advance written notice to the other Party in the manner set forth above.

C.All such notices shall be deemed to have been given on the date delivered, transmitted, or mailed in the manner provided above.

12.11. CHOICE OF LAW.

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, without giving effect to the principles of conflict of law thereof. Each of the parties agrees that it may be served with process in any action with respect to this Share Exchange Agreement or the transactions contemplated thereby by certified or registered mail, return receipt requested, or to its registered agent for service of process in the State of Pennsylvania or the State of Florida, respectively.

12.12. KNOWLEDGE OF A PERSON.

References in this Share Exchange Agreement to the knowledge of a party shall mean the actual knowledge possessed by the present executive officers of such party.

12.13. BINDING AGREEMENT.

This Share Exchange Agreement shall be binding upon the parties and their respective successors and assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

[THIS AREA IS INTENTIONALLY LEFT BLANK]

-17-

AUTHORIZATION OF LOUIS J. BROTHERS

I HEREBY STATE UNDER OATH that the above instrument is entered into as my free and voluntary act and deed for the uses and purposes therein mentioned.

/s/ Louis J. Brothers

Louis J. Brothers

STATE OF PENNSYLVANIA	}
	}ss:
COUNTY OF	}

Sworn to and subscribed before me thisday of July, 2006, by

. He personally appeared before me at the time of this notarization.

He is:

Personally Known to meOR

Produced Identification. Type of Identification Produced:.

________________

Notary Public

________________

Print Name

State of Pennsylvania Commission No.:

-18-

AUTHORIZATION OF LARRY K. WILHIDE

I HEREBY STATE UNDER OATH that the above instrument is entered into as my free and voluntary act and deed for the uses and purposes therein mentioned.

/s/ Larry K. Wilhide

Larry K. Wilhide

STATE OF PENNSYLVANIA	}
	}ss:
COUNTY OF	}

Sworn to and subscribed before me thisday of July, 2006, by

. He personally appeared before me at the time of this notarization.

He is:

Personally Known to meOR

Produced Identification. Type of Identification Produced:.

________________

Notary Public

________________

Print Name

State of Pennsylvania Commission No.:

-19-

AUTHORIZATION OF QUETZAL CAPITAL 1, INC.

I HEREBY STATE UNDER OATH that the above instrument is entered into as a free and voluntary act and deed of Quetzal Capital 1, Inc., for the uses and purposes therein mentioned, and I am authorized to execute the above instrument and that the seal affixed hereto is the corporate seal of Quetzal Capital 1, Inc.

QUETZAL CAPITAL 1, INC.

/s/ Tony Frudakis
           Tony Frudakis, Chairman

STATE OF FLORIDA	}
	}ss:
COUNTY OF	}

Sworn to and subscribed before me thisday of July, 2006, by

. He personally appeared before me at the time of this notarization.

He is:

Personally Known to meOR

Produced Identification. Type of Identification Produced:.

________________

Notary Public

________________

Print Name

State of Florida Commission No.:

-20-

AUTHORIZATION OF QUETZAL CAPITAL FUNDING 1, INC.

I HEREBY STATE UNDER OATH that the above instrument is entered into as a free and voluntary act and deed of Quetzal Capital Funding 1, Inc., for the uses and purposes therein mentioned, and I am authorized to execute the above instrument and that the seal affixed hereto is the corporate seal of Quetzal Capital Funding 1, Inc.

QUETZAL CAPITAL 1, INC.

/s/ Tony Frudakis
           Tony Frudakis, Chairman

STATE OF FLORIDA	}
	}ss:
COUNTY OF	}

Sworn to and subscribed before me thisday of July, 2006, by

. He personally appeared before me at the time of this notarization.

He is:

Personally Known to meOR

Produced Identification. Type of Identification Produced:.

________________

Notary Public

________________

Print Name

State of Florida Commission No.:

-21-

AUTHORIZATION OF COAST TO COAST EQUITY GROUP, INC.

I HEREBY STATE UNDER OATH that the above instrument is entered into as a free and voluntary act and deed of Coast To Coast Equity Group, Inc., for the uses and purposes therein mentioned, and I am authorized to execute the above instrument and that the seal affixed hereto is the corporate seal of Coast To Coast Equity Group, Inc.

COAST TO COAST EQUITY GROUP, INC.

/s/ Charles J. Scimeca

Charles J. Scimeca, Chairman

STATE OF CALIFORNIA	}
	}ss:
COUNTY OF	}

Sworn to and subscribed before me thisday of July, 2006, by

. He personally appeared before me at the time of this notarization.

He is:

Personally Known to meOR

Produced Identification. Type of Identification Produced:.

________________

Notary Public

________________

Print Name

State of California Commission No.:

-22-

EXHIBIT A

SCHEDULE 1.1

Exchange of Shares in the Reorganized Public Company

Shareholder Name	Former Holdings	New Holdings
Larry & Pat Wilhide, TEN ENT	472 shares VFCT	18,880,000 shares
Louis & Roe Brothers, TEN ENT	472 shares VFCT	18,880,000 shares
John & Jeanne Kaufman, TEN ENT	10 shares VFCT	400,000 shares
Robert Price	2 shares VFCT	80,000 shares
Herb B. Singer	1 share VFCT	40,000 shares
Erik M. Gelotte	1 share VFCT	40,000 shares
Dom Ruggeri	1 share VFCT	40,000 shares
Dr. Edward P. Kingsbury	1 share VFCT	40,000 shares
Randy & Katie Broadright, TEN ENT	10 shares VFCT	400,000 shares
Louis C. Brothers	10 shares VFCT	400,000 shares
Michael C. Brothers	10 shares VFCT	400,000 shares
Rebecca Fallgren	10 shares VFCT	400,000 shares
Quetzal Capital Funding 1, Inc.	5,000,000 shares QC1	5,000,000 shares
Total:		45,000,000 shares

-23-

EXHIBIT B

-24-

EXHIBIT C

-25-

EXHIBIT D

-26-

EXHIBIT E

-27-

EXHIBIT F

SCHEDULE 6.13

Absence of Undisclosed Liabilities

NOT APPLICABLE.

-28-

EXHIBIT G

SCHEDULE 6.17

Transactions with Affiliates

I.   Transactions with Affiliates and VFCT Not Disclosed in Section 6.17:

NONE.

II.   Transactions with Affiliates and Quetzal Capital 1, Inc. Not Disclosed in Section 6.17:

Transactions with Promotors:

Pursuant to a consulting contract, Quetzal Capital 1, Inc. will receive consulting services from Coast To Coast Equity Group, Inc., a related party. The contract is for a two-year period. The full text of the contract is attached to Exhibit B. The terms of the contract generally provide that Coast To Coast Equity Group, Inc. will not be paid cash but will be paid warrants to purchase up to three million shares of Company common stock. The warrant agreement also is attached to this Agreement as Exhibit C.

Miscellaneous Agreements:

Pursuant to a registration rights agreement, Quetzal Capital 1, Inc. will be required to register for related parties, including, Coast To Coast Equity Group, Inc., Quetzal Capital Funding 1, Inc., and certain as yet unknown investors, their shares of the Company’s common stock and warrants. The registration rights agreement is attached as Exhibit D. The registration rights enable these parties to require the Company to file a registration statement no later than thirty (30) days after the Company obtains a shareholder base of 35 shareholders. The filing and effectiveness of any such registration statement will allow these parties to sell their Company common stock without restriction. The Company will not realize any proceeds from sales of the securities owned by the contracting parties. Coast To Coast Equity Group, Inc., and Quetzal Capital Funding 1, Inc. are also protected from dilution of their percentage ownership of the Company. Non-dilution rights, as defined by the registration rights agreement, mean that these parties shall continue to have the same percentage of ownership and the same percentage of voting rights of the class of the Company’s common stock regardless whether the Company or its successors or its assigns may thereafter increase or decrease the authorized number of shares of the Company’s common stock or increase or decrease the number of shares issued and outstanding. The non-dilution rights, by the terms of the registration rights agreement, will continue in effect for a period two years from the effective date of a registration statement filed in compliance with the registration rights agreement.

-29-

EXHIBIT H

SCHEDULE 6.19

Employee Benefit Plans, Labor Matters

NOT APPLICABLE.

-30-

EXHIBIT I

SCHEDULE 6.20

Compensation

NOT APPLICABLE.

-31-

EXHIBIT J

SCHEDULE 6.23

Capital Expenditures

NOT APPLICABLE.

EX-3

EXHIBIT 3

ARTICLES OF AMENDMENT

BY

QUETZAL CAPITAL 1, INC.

Pursuant to Section 607.1006 of the Florida Business Corporation Act, Quetzal Capital 1, Inc., a Florida Corporation (the “Company”), hereby files its Articles of Amendment to its Articles of Incorporation:

FIRST:The Company amends the following Articles to state as follows:

ARTICLE I

The name of the corporation is:

Valley Forge Composite Technologies, Inc.

ARTICLE II

The principal place of business address is:

628 Jamie Circle

King of Prussia, PA 19406.

The mailing address of the corporation is:

628 Jamie Circle

King of Prussia, PA 19406.

ARTICLE V

The name and Florida street address of the Registered Agent is:

Russell C. Weigel, III

Russell C. Weigel, III, P.A.

One Southeast Third Avenue

Suite 1750

Miami. Florida 33131

I certify that I am familiar with and accept the responsibilities of Registered Agent.

/s/ RUSSELL C. WEIGEL, III

RUSSELL C. WEIGEL, III

ARTICLE VII

The officers and directors of the Company are:

Louis J. Brothers, President and Director

Larry K. Wilhide, Vice-President and Director

628 Jamie Circle

King of Prussia, PA 19406.

SECOND:On July 6, 2006, a majority of the shareholders of Quetzal Capital 1, Inc. approved these amendments to the Articles of Incorporation. The number of votes cast for the amendments was sufficient for approval.

THIRD:The effective date of this amendment is July 6, 2006.

IN WITNESS THEREOF, the Company has caused these Articles of Amendment to be executed on its behalf by its authorized person on the 6^th day of July, 2006.

By: /s/ Louis J. Brothers

Louis J. Brothers

President

EX-4.3

Exhibit 4.3

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

628 JAMIE CIRCLE

KING OF PRUSSIA, PA 19406

NOTICE OF SHAREHOLDER ACTION

Valley Forge Composite Technologies, Inc., a Pennsylvania corporation (“VFCT”) approved an Agreement and Plan of Share Exchange, dated as of July 6, 2006 (the “Share Exchange Agreement”), by and between VFCT and Quetzal Capital 1, Inc., a Florida corporation (“QUETZAL”), and all of the matters contemplated by the Share Exchange Agreement under which, among other things, (a) VFCT will become a 100%-owned subsidiary of QUETZAL, upon the terms and subject to the conditions set forth in the Share Exchange Agreement, and (b) QUETZAL will issue approximately 40,000,000 shares of common stock to the VFCT stockholders upon completion of the Share Exchange, in exchange for the VFCT shareholders VFCT common stock. All of these events contemplated by the Share Exchange Agreement are referred to collectively as the “Share Exchange.”

Upon completion of the Share Exchange, the former stockholders of VFCT will become the controlling stockholders of QUETZAL, and their designees will become the directors and principal executive officers of QUETZAL. The former VFCT stockholders will own approximately 80% of QUETZAL after the Share Exchange.

We describe more fully the Share Exchange and related matters in the attached Information Statement, which includes as Appendix A a copy of the Share Exchange Agreement.

Approval of the Share Exchange and related proposals requires the affirmative vote of a majority of the outstanding shares of VFCT common stock entitled to vote. Collectively, management of VFCT owns or controls 94.4% of the outstanding common stock of VFCT. Management of VFCT has approved the Share Exchange and related transactions.

You have a right to dissent to the Share Exchange and to obtain payment in cash for the fair value of your shares by complying with certain procedures described more fully in the attached Information Statement.

By Order of the Board of Directors of

Valley Forge Composite Technologies, Inc.

Louis J. Brothers

King of Prussia, PA

July 6, 2006

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INFORMATION STATEMENT

Table of Contents

SUMMARY	1
The Share Exchange and Related Transactions	1
The Parties to the Share Exchange	1
Comparative Pro Forma and Historical Per Share Data	1
Market for and Resale of QUETZAL Common Stock	4
Interests of Certain Directors and Executive Officers in the Share Exchange	4
Relationships and Transactions with Management	5
Rights of Dissenting Stockholders	5
Cautionary Statement About Forward-Looking Statements	5
Rights of Dissenting Stockholders	6
INFORMATION WITH RESPECT TO QUETZAL	7
Description of the Business	7
Plan of Operation	7
Description of QUETZAL’s Common Stock	8
INFORMATION WITH RESPECT TO VFCT	8
Description of the Business	8
INTERESTS OF CERTAIN DIRECTORS AND RELATED PARTIES IN THE SHARE EXCHANGE	8
The Related Party Transactions	9
The Consulting Agreement	9
The Warrant Agreement	9
The Registration Rights Agreement	10
MANAGEMENT FOLLOWING THE SHARE EXCHANGE	10
Risk Factors	11
General Risks of the Share Exchange	11
Note Regarding Forward Looking Statements	11
Risks Relating to an Investment in VFCT	11
SUMMARY OF: THE SHARE EXCHANGE AGREEMENT	12
General	12
Background of the Share Exchange;  Relationships and Transactions Between the Parties	12
VFCT’s Reasons for the Share Exchange	13
Consideration for the Share Exchange	14
Dilution after the Share Exchange	14
Shareholdings After the Share Exchange	15
Market for QUETZAL Common Stock and Shares Available for Future Sale	15
Exchange of Stock Certificates, Remedy for Failure to Exchange Certificates	16
Accounting Treatment	17
Federal Income Tax Consequences	17
Comparison of Shareholders’ Rights	18
Rights of Dissenting Shareholders	18
SUMMARY OF THE NAME CHANGE OF QUETZAL CAPITAL 1, INC.	18
LEGAL MATTERS	19
ACCOUNTING MATTERS	19
ADDITIONAL INFORMATION	19

APPENDICES

Appendix A:Share Exchange Agreement and attached related agreements

Appendix B:Amended Certificate of Incorporation of Quetzal Capital 1, Inc.

Appendix C:Pennsylvania Business Corporation Law, Dissenter’s Rights Statutes

Appendix D:Shareholder’s Notice of Exercise of Dissenter’s Rights

Appendix E:Valley Forge Composite Technologies, Inc. Form 8-K

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SUMMARY

This brief summary does not contain all of the information that is important to you. You should carefully read this entire document and the documents to which we have referred you to understand fully the Share Exchange and related proposals.

The Share Exchange and Related Transactions

The boards of directors and the majority shareholders QUETZAL and VFCT have agreed on a Share Exchange of VFCT with VFCT becoming a wholly-owned subsidiary of QUETZAL. In the Share Exchange, VFCT stockholders will receive 40,000 shares of QUETZAL for each share of VFCT common stock that they own. Following the Share Exchange, the former VFCT stockholders will become the controlling stockholders of QUETZAL and their designees will become the directors and principal executive officers of the combined company. See “MANAGEMENT FOLLOWING THE SHARE EXCHANGE” at page 12. Assuming one hundred percent participation in the share exchange by the former VFCT stockholders, the former stockholders of VFCT will own 80% of the outstanding common stock of QUETZAL after the Share Exchange.

The Share Exchange is expected to be tax-free to QUETZAL and VFCT and to VFCT stockholders who receive shares of QUETZAL common stock. Consummation of the Share Exchange is not subject to any regulatory approval.

Approval of the Share Exchange by both constituent corporations occurred on July 6, 2006.

The Share Exchange Agreement is attached to this Information Statement as Appendix A. Please read the Share Exchange Agreement, as it is the legal document that governs the Share Exchange.

VFCT stockholders should carefully consider certain risk factors in evaluating the Share Exchange. See “RISK FACTORS” beginning on page 12.

The boards of directors of both QUETZAL and VFCT believe that the Share Exchange and the related agreements are fair to you and is in your best interests.

The Parties to the Share Exchange

QUETZAL- QUETZAL, a Florida corporation, was formed in 2005. Since its inception, QUETZAL has been an asset-less shell corporation whose purpose has been to become a public company and to locate and merge with an operating business. QUETZAL’s common stock is registered under the Securities Exchange Act of 1934, as amended, and QUETZAL files periodic reports with the Securities and Exchange Commission. However, prior to the Share Exchange QUETZAL only had a single shareholder, and, therefore, there is no trading of QUETZAL’s common stock.

VFCT- VFCT was formed as a Pennsylvania corporation on November 21, 1996.VFCT has the U.S. and certain worldwide rights to an enhanced detection system. See “Information with respect to VFCT.” At December 31, 2005, VFCT had total assets of $25,265 of which $14,850 was cash and cash equivalents. Total liabilities were $48,229 of which $42,000 was due to a stockholder.

At December 31, 2004, VFCT had total assets of $84,000 of which $69,756 was cash and cash equivalents. Total liabilities were $44,320 of which $42,000 was due to a stockholder.

VFCT intends to manufacture its prototype detection system and to market it primarily to government interests.

Comparative Pro Forma and Historical Per Share Data

The unaudited, comparative per common share data for QUETZAL and VFCT on a pro forma combined and historical basis are summarized below. The pro forma combined information gives effect to the Share Exchange on the assumption that the companies had always been combined for accounting and financial reporting purposes. In presenting the pro forma information for the time period shown on the table, it is assumed that the companies had been consolidated for financial reporting purposes throughout this period. You should read this information in conjunction with the historical financial statements and related notes, included herein. You should not rely on the pro forma information as being indicative of the results that will be achieved after the Share Exchange.

The combined pro forma data represents the effect of the Share Exchange on a share of QUETZAL common stock.

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QUETZAL CAPITAL I, INC.

Unaudited Pro Forma Balance Sheet

(As of March 31, 2006)

		VFCT			QUETZAL		ADJUSTMENT		PRO
							DEBIT/CREDIT		FORMA
ASSETS
Current Assets
Cash and Cash Equivalents	$	3,633		$	1,905			$	5,538
Accounts Receivable		1,339,511			0				1,339,511
TOTAL CURRENT ASSETS		1,343,144			1,905				1,345,049
PROPERTY & EQUIPMENT, NET		7,868			0				7,868
Total Assets	$	1,351,012		$	1,905			$	1,352,917
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts Payable &
Accrued Expenses	$	489,403		$	158			$	489,561
due to stockholders		890,322			2,000				892,322
Total Current Liabilities		1,379,725			2,158				1,381,883
Shareholders’ Deficit
Common stock, $.001 par value,
100,000,000 shares authorized;
50,000,000 shares issued
and outstanding		1			5,000		44,999		50,000
Additional Paid-In Capital		1,354,999			0		50,252		1,304,747
Accumulated Deficit		(1,383,713	)		(5,253	)	5,253		(1,383,713	)
Total Stockholders’ Deficit		(28,713	)		(253	)			(28,966	)
Total Liabilities &
Stockholders’ Deficit	$	1,351,012		$	(1,905	)		$	1,352,917

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NOTE 1:

	Debit	Credit
Additional Paid-in Capital	50,252
Common stock		44,999
Accumulated deficit		5,253

To record the recapitalization of Valley Forge Composite Technologies, Inc and the issuance of 45,000,000 shares of common stock of Quetzal Capital I, Inc for all the stock of Valley Forge Composite Technologies, Inc., the acquisition has been accounted for as a reverse acquisition under the purchasemethod for business combinations. The combination of the two companies is recorded as a recapitalization of Valley Forge Composite, pursuant to which Valley Forge Composite is treated as the continuing entity.

QUETZAL CAPITAL I, INC.

Unaudited Pro Forma Statement of Operations

(As of March 31, 2006)

		VFCT			QUETZAL		ADJUSTMENT		PRO
							DEBIT/CREDIT		FORMA
SALES	$	1,339,511		$	0			$	1,339,511
COSTS AND EXPENSES
COST OF SALES		588,200			0				588,200
RESEARCH & DEVELOPMENT		150,000			0				150,000
EXPENSES
SELLING & ADMINISTRATIVE		757,108			111				757,219
EXPENSES
		1,495,308			111				1,495,419
LOSS FROM OPERATIONS		(155,797	)		(111	)			(155,908	)
OTHER INCOME
INVESTMENT INCOME		48			0				48
NET LOSS	$	(155,749	)	$	(111	)		$	(155,860	)
BASIC AND DILUTED NET	$	(155.75	)	$	0			$	(.03117	)
LOSS PER SHARE
WEIGHTED AVERAGE NUMBER		1,000			5,000,000				5,000,000
OF SHARES USED IN
CALCULATING BASIC AND
DILUTED NET LOSS PER SHARE

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Market for and Resale of QUETZAL Common Stock

Prior to the Share Exchange, QUETZAL had one stockholder of record, Quetzal Capital Funding 1, Inc., a Florida corporation. Quetzal Capital Funding 1, Inc. owned all of the issued and outstanding shares of QUETZAL. Following the Share Exchange and assuming a 100% participation by former VFCT stockholders, Quetzal Capital Funding 1, Inc.’s 100% ownership of QUETZAL will be reduced to 10% and the VFCT shareholders will own 80% of QUETZAL, There is currently no established public trading market for the common stock of QUETZAL. However, QUETZAL intends to apply for trading of its common stock on the Over-the-Counter-Bulletin-Board (“OTCBB”) following consummation of the Share Exchange.

Although QUETZAL’s class of common stock is registered under the Securities Exchange Act of 1934, as amended, the shares of QUETZAL common stock issued to VFCT stockholders in the Share Exchange will not be registered for public trading under the Securities Act of 1933, as amended, immediately following the Share Exchange. Such shares of QUETZAL common stock will have certain restrictions as to transferability.

After the Share Exchange, QUETZAL will have 50,000,000 shares of common stock outstanding. QUETZAL will reserve an additional 3,000,000 shares of capital stock as consideration for payment of consulting fees. The contemplated directors and officers of QUETZAL following the Share Exchange will beneficially own 66% of the outstanding common stock of QUETZAL.

Interests of Certain Directors and Executive Officers in the Share Exchange

Certain directors and executive officers of QUETZAL and VFCT, who are also stockholders, will receive benefits as a result of the Share Exchange that are different from or in addition to the benefits you will receive, primarily with respect to management positions in the combined company or contracts with the combined company.

Louis J. Brothers, currently a director and the chief executive officer of VFCT, will become the chairman of the board of directors of QUETZAL upon consummation of the Share Exchange. Mr. Brothers will own or control 18,880,000 shares or 33% of the outstanding common stock of the combined company. Larry K. Wilhide, currently a director and executive officer of VFCT, will become a director and officer of VFCT. Mr. Wilhide will own or control 18,880,000 shares or 33% of the outstanding common stock of the combined company.

The VFCT board of directors was aware of and considered such interests in approving the Share Exchange and related proposals. See “INTERESTS OF CERTAIN DIRECTORS AND EXECUTIVE OFFICERS IN THE SHARE EXCHANGE” at page 10.

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Relationships and Transactions with Management

The three shareholders of Quetzal Capital Funding 1, Inc., which was the sole shareholder of QUETZAL, are shareholders in a related company, Coast To Coast Equity Group, Inc., a Florida corporation (“COAST”). Pursuant to the Share Exchange Agreement, QUETZAL will execute a Consulting Agreement wherein COAST will provide certain investor relations services to QUETZAL in exchange for warrants representing 3,000,000 shares of QUETZAL capital stock. Both COAST and Quetzal Capital Funding 1, Inc. will benefit from the execution of a Registration Rights Agreement which will allow the shares of QUETZAL owned by these two companies and certain as yet unknown capital investors of QUETZAL to be registered under the Securities Act of 1933, as amended. A copy of the Consulting Agreement and the Registration Rights Agreement are attached to the Share Exchange Agreement. These agreements will survive the Share Exchange.

Rights of Dissenting Stockholders

The stockholders of VFCT have a right to dissent to the Share Exchange and to obtain payment in cash for the fair value of their shares by complying with certain prescribed procedures. This means that if you comply with certain procedures you have the right to receive payment for your shares based upon an independent determination of their value. In addition to the summary of dissenters’ rights for VFCT, at page 7, copies of the Pennsylvania laws regarding dissenters’ rights are attached as appendices to this information statement. Failure to follow these provisions may result in a loss of your dissenters’ rights.

Cautionary Statement About Forward-Looking Statements

Some of the statements in this information statement under the captions Summary, Risk Factors, Plan of Operation, and elsewhere in this information statement are “forward-looking statements.” Forward-looking statements include, among other things, statements about the security technology business, our plans and objectives for future operations, the likelihood of our success in developing and expanding our business, and other statements that are not historical facts. The forward-looking statements included herein are based upon a number of assumptions and estimates, which are inherently subject to significant uncertainties, many of which are beyond our control. When used in this information statement, the words “anticipate,” believe,” “estimate,” or similar expressions generally identify forward-looking statements. Because forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements. These factors include, among other things, the risks set forth in the Risk Factors section.

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Rights of Dissenting Stockholders

The following discussion is not a complete statement of the law pertaining to dissenters’ rights under the Pennsylvania Business Corporation Law of 1988, referred to as the BCL, and is qualified in its entirety by the full text of Subchapter D, Section, 15 of the BCL, which is comprised of sections 1571 through 1580 (hereafter “Subchapter D”), and the text of section 1931(d) of the BCL, which are reprinted in their entirety as Appendix C to this information statement. Any VFCT shareholder who desires to exercise his or her dissenters’ rights should review carefully section 1574 (Notice of Intention to Dissent) and section 1576 (Failure to Comply with Notice to Demand Payment, Etc.) is urged to consult a legal advisor before electing or attempting to exercise his or her rights. All references in section 1572 to a “shareholder” and in this summary to a “VFCT shareholder” or a “holder of VFCT stock” are to the record holder of shares as to which dissenters’ rights are asserted.

VFCT stockholders who oppose or dissent to the Share Exchange have a right to receive cash, in lieu of QUETZAL common stock, for the fair value of their VFCT common stock in accordance with procedures prescribed by Pennsylvania law.

VFCT stockholders who oppose the Share Exchange may elect to receive payment in cash for their shares of VFCT common stock. If you elect to receive payment in cash for your VFCT common stock, you must notify VFCT in writing on or before August 7, 2006, state the number of shares you wish to sell, and enclose a properly endorsed share certificate(s) representing the number of shares of VFCT common stock being surrendered. Upon receiving such notice, together with the properly endorsed share certificate(s), VFCT’s board of directors will determine the fair value of your shares.

Any VFCT stockholder who contemplates exercising a dissenter’s right to receive cash for the fair value of his or her common stock is urged to read carefully sections 1574, 1575, 1576 and 1578 of Subchapter D of the BCL, attached to this Information Statement as Appendix C.

Subject to the exceptions stated below, holders of VFCT stock who comply with the applicable procedures summarized below will be entitled to dissenters’ rights.

What Are Dissenters’ Rights? VFCT shareholders who follow the proper procedures will be entitled to receive from VFCT the fair value of their shares, calculated as of the close of business on the date on which VFCT’s shareholders approved the Share Exchange. Fair value takes into account all relevant factors but excludes any appreciation or depreciation in anticipation of the Share Exchange. VFCT shareholders who elect to exercise their dissenters’ rights must comply with all of the procedures to preserve those rights.

Notice of Intention to Dissent. If you wish to exercise your dissenters’ rights, you must follow the procedures set forth in Appendix C. You must file a written notice of intention to demand the fair value of your shares with the Chairman of the Board of VFCT prior August 7, 2006. You must not make any change in your beneficial ownership of VFCT shares from the date you file the notice until the effective time of the Share Exchange. The notice of approval will state where and when a demand for payment must be sent and where the certificates for eligible shares must be deposited in order to obtain payment. The notice of approval will also supply a form for demanding payment which includes a request for certification of the date on which the holder, or the person on whose behalf the holder dissents, acquired beneficial ownership of the shares.

If you assert your dissenters’ rights, you must ensure that VFCT receives your demand form and your certificates on or before the demand deadline, which will be 30 days after the date of the notice of approval. All mailings to VFCT are at your risk. Accordingly, VFCT recommends that your notice of intention to dissent, demand form and stock certificates be sent by certified mail only, by overnight courier or by hand delivery.

If you fail to file a notice of intention to dissent, fail to complete and return the demand form, or fail to deposit stock certificates with VFCT, each within the specified time periods, you will lose your dissenters’ rights under the BCL. You will retain all rights of a shareholder, or beneficial owner, until those rights are modified by completion of the Share Exchange.

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Payment of Fair Value by VFCT. All dissenters, wherever residing, whose demands have not been settled will be made parties to any appraisal proceeding. The court may appoint an appraiser to receive evidence and recommend a decision on the issue of fair value. Each dissenter made a party will be entitled to recover an amount equal to the fair value of the dissenter’s shares, plus interest, or if VFCT previously remitted any amount to the dissenter, any amount by which the fair value of the dissenter’s shares is found to exceed the amount previously remitted, plus interest.

A DISSENTING STOCKHOLDER MUST STRICTLY ADHERE TO THE PROCEDURAL STEPS PRESCRIBED BY SUBCHAPTER D IN ORDER TO PERFECT DISSENTERS’ RIGHTS. THE FAILURE OF A VFCT STOCKHOLDER TO COMPLY WITH THESE PROCEDURAL STEPS WILL RESULT IN THE STOCKHOLDER RECEIVING QUETZAL SHARES IN EXCHANGE FOR HIS OR HER VFCT SHARES BASED ON THE EXCHANGE RATIO SET FORTH IN THE SHARE EXCHANGE AGREEMENT.

INFORMATION WITH RESPECT TO QUETZAL

Description of the Business

QUETZAL was incorporated in Florida on June 27, 2005. The Company was formed solely for the purpose of serving as a vehicle to effect a merger or share exchange with an operating private company. In November 2005, QUETZAL registered its common stock as a class with the Securities and Exchange Commission and became a reporting company under the Exchange Act. QUETZAL has no operations, no significant assets, and no liabilities. QUETZAL has no employees.

For the fiscal year ended December 31, 2005, QUETZAL had total assets of $0.00 and total liabilities of $142.00. QUETZAL had a net loss of $5,142.

At March 31, 2006 QUETZAL had total assets of $1,905 in cash and total liabilities of $2,158. QUETZAL had a net loss of $111 for the three month period ended

 March 31, 2006.

QUETZAL is not presently a party to any material litigation nor, to the knowledge of management, is any such litigation threatened.

QUETZAL’s audited Financial Statements are included in its Form 10-KSB, filed on April 14, 2006 and its unaudited quarterly financial statements are included in its Form 10-QSB filed on May 15, 2006. Both documents are available at the Securities and Exchange Commission’s website, at www.sec.gov, by following the link to “Filing and Forms (EDGAR),” then “Search for Company Filings”, then “Companies & Other Filers” and then entering the word QUETZAL CAPITAL.

Plan of Operation

Upon consummation of the Share Exchange, VFCT’s management intends to continue its security technology activities. Management is also considering using QUETZAL as the vehicle to effect a Share Exchange, exchange of capital stock, asset acquisition or similar business combination with another business utilizing the capital resources of both QUETZAL and VFCT.

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Description of QUETZAL’s Common Stock

QUETZAL is currently authorized to issue 100,000,000 shares of common stock with a par value of $.001 per share.

Each outstanding share of QUETZAL common stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors. A majority of the shares entitled to vote is required to approve any matter submitted for a vote. There is no cumulative voting with respect to the election of directors. A quorum requires that the holders of a majority of the outstanding shares of common stock be present, either in person or by proxy. The holders of QUETZAL common stock possess the exclusive voting power.

Holders of QUETZAL common stock have no conversion or redemption rights or preemptive rights to subscribe for any of QUETZAL’s common stock. All shares of QUETZAL common stock have equal dividend, liquidation and other relative rights.

Holders of QUETZAL common stock are entitled to dividends on a pro rata basis upon a declaration of dividends by the board of directors. Dividends are payable only out of funds legally available for the payment of dividends. The board is not required to declare dividends and it is expected that the board of directors of QUETZAL, following the Share Exchange, will retain earnings to finance the development of QUETZAL’s business.

There are no provisions in the QUETZAL Certificate of Incorporation or By-Laws that would delay, defer or prevent a change in control of QUETZAL.

For additional information with respect to QUETZAL common stock, see “SUMMARY OF THE SHARE EXCHANGE- Market for QUETZAL Common Stock and Shares Available for Future Sale”.

INFORMATION WITH RESPECT TO VFCT

Description of the Business

VFCT’s description of business is set forth in the Form 8-K attached hereto as Appendix E.

INTERESTS OF CERTAIN DIRECTORS AND RELATED PARTIES IN THE SHARE EXCHANGE

In considering the recommendations of the QUETZAL and VFCT boards of directors with regard to the Share Exchange and related proposals, you should be aware that certain directors and executive officers of VFCT and certain related parties to QUETZAL have interests in the Share Exchange that are different from, or in addition to, the interests of the VFCT stockholders. The interests of VFCT’s directors and executive officers are primarily with respect to management positions in the new company. Louis J. Brothers and Larry K. Wilhide, the controlling shareholders, directors, and officers of VFCT, will assume nearly identical executive management positions at QUETZAL. See “MANAGEMENT FOLLOWING THE SHARE EXCHANGE”, below at page 12, for a detailed discussion of compensation arrangements with management of the combined company following the Share Exchange.

The interests of certain related parties of QUETZAL are primarily with respect to the proposed agreements attached to the Share Exchange Agreement. The QUETZAL board and the VFCT board were aware of such interests and considered them, among other matters, in approving the Share Exchange Agreement and the matters contemplated by the Share Exchange Agreement.

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The Related Party Transactions

Approval of the Share Exchange Agreement resulted in the execution by QUETZAL of the following three agreements: the Consulting Agreement, the Warrant Agreement, and the Registration Rights Agreement. The three shareholders of the related parties, Coast To Coast Equity Group, Inc. and Quetzal Capital Funding 1, Inc., are identical. These shareholders are Charles J. Scimeca, Tony Frudakis, and George Frudakis.

1.   The Consulting Agreement

The Consulting Agreement (attached to the Share Exchange Agreement as Exhibit B) with Coast To Coast Equity Group, Inc. (the “Consultant”) enables QUETZAL to receive public relations services. The contract is for a two-year period. Consultant will organize and disseminate corporate information to potential investors as part of its investor relations services in compliance with applicable laws. The Board has determined that the Consulting Agreement will benefit the corporation by discharging its responsibilities to disseminate material non-public information and to help raise the market price of QUETZAL’s common stock. As part of the agreement, the Consultant agreed to pay for all of VFCT’s expenses, including its securities counsel’s expenses, but not VFCT’s accounting and auditing expenses, incurred up to the execution of the Share Exchange Agreement. Also, as part of the agreement, the Consultant will pay all of the expenses for VFCT to have a local office in Southern California. The Consultant was instrumental in locating a public company shell for VFCT’s use.

Consultant’s compensation for its consulting services will be 3,000,000 warrants representing 3,000,000 shares of QUETZAL’s capital stock. Consultant shall have preemptive (non-dilution) rights for the two year period from the Effective Date of the Share Exchange Agreement and early registration rights not available to VFCT’s shareholders.

2.   The Warrant Agreement

The Warrant Agreement (attached to the Share Exchange Agreement as Exhibit C) enables the Consultant to receive the warrants referenced in the preceding paragraph. As part of the terms of the warrants, Consultant will be entitled to receive as incentive compensation 1,000,000 shares at the exercise price of $1.00 per share when the per share market price of QUETZAL’s common stock closes at or above $1.00, 1,000,000 shares at the exercise price of $1.50 per share when the per share market price of QUETZAL’s common stock closes at or above $1.50, and 1,000,000 shares at the exercise price of $2.00 per share when the per share market price of QUETZAL’s common stock closes at or above $2.00.

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3.   The Registration Rights Agreement

As an incentive for investment in QUETZAL, Coast To Coast Equity Group, Inc., Quetzal Capital Funding 1, Inc., and possibly certain private equity investors who provide capital funding to QUETZAL after the Effective Date of the Share Exchange Agreement will have early registration rights of their QUETZAL common stock (referred to in the agreement as “Early Financing Securities”). Former VFCT shareholders will not have the right to have their shares included in the first registration statement filed by QUETZAL after the Effective Date of the Share Exchange Agreement. The proposed Registration Rights Agreement (attached to the Share Exchange Agreement as Exhibit D) provides in relevant part that registration rights shall attach to:

(a) Three million (3,000,000) QUETZAL shares reserved for warrants for Coast To Coast Equity Group, Inc. pursuant to the Consulting Agreement of even date herewith;

(b) Five million (5,000,000) QUETZAL shares of which Four Million Five Hundred Thousand (4,500,000) shares are reserved for capital raising for QUETZAL and including therein any purchasers of any part of such Five million shares in private transactions prior to the effective date of a Registration Statement, and Five Hundred Thousand (500,000) shares are reserved for advertising, including any investor relations or public relations expenses; and

(c) Five million (5,000,000) shares held by Quetzal Capital Funding 1, Inc.

The Registration Rights Agreement, among other details, sets out the rights of the holders of eligible QUETZAL common stock, the applicable procedures, the time line for filing a registration statement, and penalties to QUETZAL for failure to comply with the agreement.

Coast To Coast Equity Group, Inc. and Quetzal Capital Funding 1, Inc. will also receive non-dilution rights for a period of time. All of the details of this and the afore-mentioned agreements are set forth in the documents attached hereto and in the accompanying Form 8-K.

MANAGEMENT FOLLOWING THE SHARE EXCHANGE

VFCT’s description of management following the share exchange is set forth in the Form 8-K attached hereto as Appendix E.

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Risk Factors

General Risks of the Share Exchange

Before making an investment decision, you should carefully consider the risks described below. The risks and uncertainties described below are not the only ones facing VFCT. Additional risks and uncertainties neither presently known nor currently deemed material may also impair the operations of the combined companies. If any of the known or unknown risks actually materialize, the business, financial condition, or results of operations could be materially and adversely affected, the market value of the common stock could decline, and you could lose all or part of your investment.

With respect to the consideration of the proposed Share Exchange, there are general risks:

•There may be difficulties in combining two companies that have previously operated independently.

•The Share Exchange consideration is fixed and will not be adjusted for changes in the valuations of QUETZAL or VFCT before the Share Exchange is completed, which may result in an unexpected advantage or disadvantage to one party or the other.

•The QUETZAL shares received in exchange for VFCT shares will not be registered under the Securities Act of 1933, as amended, immediately following the exchange.

•There will not be a public market for resale of the shares of QUETZAL common stock immediately following the Share Exchange.

•Stockholders may not be able to liquidate their investment quickly in the event of an emergency, and should be able to bear the economic risk of their investment for an indefinite period of time.

Note Regarding Forward Looking Statements

Except for statements of historical fact, certain information contained herein constitutes forward looking statements' within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. Forward looking statements address our current plans, intentions, beliefs and expectations and are statements of our expected future economic performance. Statements containing terms like believes', does not believe', plans', expects', intends', estimates', anticipates', and other phrases of similar meaning or the negative or other variations of these words or other comparable words or phrases are considered to imply uncertainty and are forward looking statements.

Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results or achievements of the Company to be materially different from any future results or achievements of the Company expressed or implied by such forward looking statements. Such factors include, but are not limited to changes in economic conditions, government regulations, contract requirements and abilities, behavior of existing and new competitor companies and other risks and uncertainties.

We cannot guarantee our future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy and completeness of these forward looking statements. We are under no duty to update any of the forward looking statements after the date of this report.

Risks Relating to an Investment in VFCT

Investment in our common stock involves a high degree of risk. Prospective investors should carefully consider the following risk factors in addition to other information in this information statement and its attachments deciding whether to exchange shares for QUETZAL shares and whether to exercise dissenter’s rights.

Because we have a net loss from operations of $567,144 for the year ended December 31, 2005, we face a risk of insolvency.

We have never earned substantial operating revenue. We have been dependent on equity financing to pay operating costs and to cover operating losses.

Because we have no significant sales history and are substantially dependent on a major contractor to generate future sales, our future is uncertain if our relationship with that major contractor fails.

The auditor's report for our December 31, 2005 financial statements includes an additional paragraph that identifies conditions which raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Financial Performance

For the fiscal years ended December 31, 2005 and December 31, 2004, VFCT had a net loss of $567,144 and $371,752, respectively. In 2004, VFCT’s net operating loss was partially offset by sales of $662,510. However, VFCT had no sales revenues in 2005.

Litigation

VFCT is not presently a party to any material litigation nor, to the knowledge of management, is any such litigation threatened.

See VFCT’s Financial Statements in Appendix E, the Form 8-K.

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SUMMARY OF THE SHARE EXCHANGE AGREEMENT

The following summary describes the material terms and provisions of the Share Exchange Agreement and the Share Exchange. A copy of the Share Exchange Agreement is attached to this Information Statement as Appendix A and is incorporated into this document by reference. All stockholders are urged to read the Share Exchange Agreement carefully in its entirety. This summary is qualified in its entirety by reference to the Share Exchange Agreement.

General

On the effective date of the Share Exchange and pursuant to the Share Exchange Agreement, VFCT became a wholly-owned subsidiary of QUETZAL. QUETZAL will continue its corporate existence as a Florida corporation while VFCT will continue its corporate existence under the laws of the State of Pennsylvania.

Each share of VFCT common stock issued and outstanding at the effective time of the Share Exchange will automatically be converted into the right to receive 40,000 shares of QUETZAL common stock upon completion of the Share Exchange. Each share of QUETZAL common stock issued and outstanding at the effective date of the Share Exchange will remain issued and outstanding as one share of common stock of QUETZAL. For a further discussion, see “Consideration for the Share Exchange” and “Exchange of Stock Certificates,” below.

Following the Share Exchange, assuming full participation by the former VFCT stockholders, the former VFCT stockholders will become the controlling stockholders of QUETZAL, owning 80% of the outstanding common stock of QUETZAL, and their designees will become the directors and principal executive officers of QUETZAL. See “Shareholdings After the Share Exchange” below and “MANAGEMENT FOLLOWING THE SHARE EXCHANGE”, at page 12, for a more detailed discussion.

Although the Share Exchange became binding on the constituent corporations on July 6, 2006, the Share Exchange will become legally effective upon the filing of certificates of share exchange with the Corporation Bureau of the State of Pennsylvania and the Florida Division of Corporations, hereinafter referred to as the “Effective Date”. Such filing will be made as soon as is practicable.

Background of the Share Exchange; Relationships and Transactions Between the Parties

QUETZAL has no significant prior contacts and relationships with VFCT.

In October, 2005 Mr. Charles Scimeca from Coast To Coast Equity Group, Inc. met with Louis J. Brothers, to discuss VFCT’s possible interest in obtaining capital financing. Among the options discussed was the possibility of doing an initial public offering or a merger with a public company. Subsequently, Coast To Coast Equity Group, Inc. and VFCT entered into a Letter of Intent wherein Coast To Coast Equity Group, Inc. agreed to assist VFCT in locating a suitable company with which to merge. The Letter of Intent was extended in an Amended Letter of Intent executed in February 2006. By then, Coast To Coast Equity Group, Inc. had located a number of potential companies for VFCT to consider as a merger partner. VFCT agreed that Coast To Coast Equity Group, Inc. would be retained as a consultant following the merger with a public company and would provide investor relations and related services as set for th in the Consulting Agreement attached hereto. The parties did not discuss compensating Coast To Coast Equity Group, Inc. for its role in assisting VFCT to locate a merger partner. However, at all times, the directors of VFCT were aware that Coast To Coast Equity Group, Inc. principal Mr. Scimeca would have a beneficial interest in any company presented as a proposed merger partner with VFCT.

During the ensuing ten months, numerous discussions occurred between Mr. Scimeca, the representatives of several public companies, and Mr. Louis J. Brothers regarding a Share Exchange of a public company and VFCT. Among the issues discussed were the number of common shares of a public company that may be issued as consideration; shareholdings and contemplated management following the Share Exchange; the plan of operation for the combined company; the potential impact on the expected trading of the public company’s common stock; and the rights of stockholders who may oppose the Share Exchange. Both Mr. Scimeca and Mr. Brothers agreed that the parties involved should continue with the exploratory process. Also during this time the parties began negotiating terms of a Share Exchange Agreement with the goal of arriving at a definitive agreement of Share Exchange before February 2006. At this time, the parties proposed that each company begin due diligence investigations with respect to the other’s operations and that each company obtain audited financial statements as of the end of their most recent fiscal year.

Due diligence, as performed by each of the respective companies, included a review of corporate documents; financial reports and similar statements; lien searches; litigation matters; insurance coverage; and various other matters.

On March 16, 2006, counsel for Coast To Coast Equity Group, Inc. distributed to the parties a first draft of the Share Exchange Agreement for review by the respective boards of directors of each company. At this time the proposed merger candidate was narrowed down to QUETZAL. The parties at this time and during the following weeks discussed the transaction with their respective financial and legal advisors. Each company authorized its respective legal counsel to refine certain provisions of the draft and further authorized their legal counsel to discuss revisions to the document. On April 26, 2006, counsel for Coast To Cost Equity Group, Inc. distributed to the parties a first draft of the Information Statement for use by VFCT.

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The VFCT board has continually monitored the progress of discussions about a proposed merger. The board has discussed the due diligence review of QUETZAL as well as the terms of the draft Share Exchange Agreement and related documents, the restrictions on the resale of the QUETZAL common stock issued in the transaction and the application process for the quoting of QUETZAL common stock on the Pink Sheets or the Over the Counter Bulletin Board. Also discussed in detail were the various aspects of the Share Exchange including the exchange ratio for the common stock of VFCT, the basis for its determination, and expected shareholdings of the combined company. The VFCT board authorized the execution of the Share Exchange Agreement on the terms reviewed and discussed by the VFCT board.

Dr. Tony Frudakis, the sole director of Quetzel Capital Funding 1, Inc., which is the sole shareholder of QUETZAL, at all times was fully familiar with the proposed transaction with VFCT, voted to approve the merger and related documents attached to the Share Exchange Agreement without need for a meeting. Dr. Frudakis and Charles Scimeca, representing a majority of the individual shareholders of Quetzal Capital Funding 1, Inc., consented to QUETZAL’s participation in the proposed transaction on the agreed terms.

The QUETZAL and VFCT boards considered obtaining an opinion from an independent investment banker as to the fairness of the Share Exchange consideration to the QUETZAL and VFCT stockholders. Each board decided that a fairness opinion was not necessary because the relative valuations of QUETZAL and VFCT, which were the basis for the Share Exchange consideration, were being determined based on assets that have a readily ascertainable market value. In agreeing to the relative valuations of QUETZAL and VFCT, each board reviewed documents supporting the value of the respective assets of the other company. The boards of QUETZAL and VFCT also considered the necessity of obtaining an opinion on the tax-free nature of the proposed merger transaction. Both boards were comfortable in the routine nature of the transaction and felt that a separate legal opinion was not necessary. In deciding against obtaining a fairness opinion and a legal opinion, each board also considered that the stockholders of VFCT have the right to dissent to the Share Exchange and obtain cash for the fair value of their shares. In addition, the cost of obtaining a fairness opinion and a legal opinion was also a factor in the board decisions.

After consideration and discussion of the proposed Share Exchange Agreement, Messrs. Brothers and Wilhide voted to approve the draft of the Share Exchange Agreement as well as the other matters contemplated by the Share Exchange Agreement, including the name change of QUETZAL and the draft of the proposed information statement. Messrs. Brothers and Wilhide executed the Share Exchange Agreement on behalf of VFCT on July 6, 2006.

On July 6, 2006, Mr. Frudakis executed the Share Exchange Agreement on behalf of QUETZAL.

VFCT’s Reasons for the Share Exchange

The VFCT board believes that the terms of the Share Exchange Agreement are fair and in the best interests of VFCT and VFCT’s shareholders. Accordingly, the VFCT board has approved the Share Exchange Agreement, and determined that the Share Exchange and the other matters contemplated by the Share Exchange are advisable. In reaching its determination, the VFCT board consulted with its legal and financial advisors and considered a variety of factors with respect to the Share Exchange, including the fairness of the consideration, contemplated management of the combined company, the plan of operation following the Share Exchange, and the potential market for VFCT common stock. The VFCT board concluded that a Share Exchange with QUETZAL along with the possible increase in market value and liquidity for QUETZAL common stock was preferred to the other alternatives considered. The VFCT board believes that VFCT, as the operating business of QUETZAL, will be a publicly traded company within a reasonable time following the Share Exchange, which ultimately will provide VFCT’s stockholders with liquidity in their investment and with possible appreciation in the value of their shares.

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The VFCT board noted that, upon consummation of the Share Exchange, the VFCT common stockholders will have a right to dissent to the Share Exchange and to obtain payment in cash for the fair value of their shares if any VFCT stockholders do not wish to be investors in the newly restructured QUETZAL.

The VFCT board considered that a Share Exchange with QUETZAL, which has common stock registered under the Exchange Act, would allow VFCT management to utilize QUETZAL as a vehicle to more readily finance the development and expansion of its business. In effecting such transactions, management would have the ability to offer QUETZAL common stock, for which it is expected that there will be a public market, as consideration for payment for services or for capital financing rather than expending cash resources. The Share Exchange with QUETZAL was preferred by the VFCT board to the alternative of a public offering of VFCT’s own common stock with the attendant uncertainties as to prevailing market conditions, obtaining a sufficient number of shareholders to qualify for listing on NASDAQ or the NASDAQ Over-the-Counter Bulletin Board, and the costs and additional time involved with a new securities offering.

Consideration for the Share Exchange

At the Effective Date of the Share Exchange, each share of VFCT common stock issued and outstanding will automatically convert into and become the right to receive 40,000 shares of QUETZAL common stock (the “Exchange Ratio”).

VFCT had 1,000 shares of common stock outstanding as of the date of this Information Statement, which, when multiplied by the Exchange Ratio, results in the holders of VFCT common stock receiving aggregate consideration of 40,000 shares of QUETZAL common stock in the Share Exchange. Upon consummation of the Share Exchange, the former VFCT common stockholders will become the controlling stockholders of QUETZAL, owning 80% of the then outstanding shares of QUETZAL common stock (if all former VFCT shareholders elect to participate), Quetzal Capital Funding 1, Inc. owning 10%, and the remaining 10% reserved for VFCT’s capital raising efforts and the payment of VFCT’s advertising and investor relations expenses.

The determination of the Exchange Ratioin the Share Exchange is based on the relative degree of control VFCT’s controlling shareholders agreed to relinquish in exchange for the potential benefits that ownership of a public company may offer, on the one hand, and, on the other hand, the assurance of continued opportunities to increase the value of Quetzal Capital Funding 1, Inc. holdings in QUETZAL and of its related party Coast To Coast Equity Group, Inc., which is entering into a consulting agreement with QUETZAL and will be compensated in QUETZAL stock. Both Quetzal Capital Funding 1, Inc. and Coast To Coast Equity Group, Inc. will have registration rights for QUETZAL stock currently possessed or which will be received (in the case of Coast To Coast Equity Group, Inc.) in the form of warrants associated with the QUETZAL stock. The Consulting Agreement, the Warrant Agreement, and the Registration Rights Agreement are attached to the Share Exchange Agreement as Exhibits B, C, and D, respectively.

At the Effective Date of the Share Exchange, holders of VFCT common stock will cease to be stockholders of VFCT and will no longer have any rights as VFCT stockholders, other than the right to receive the applicable consideration in the Share Exchange. After the Effective Date, there will be no transfers on VFCT’s stock transfer books of any shares of VFCT common stock.

Dilution after the Share Exchang

Upon the effectiveness of the Share Exchange Agreement, QUETZAL will have 50,000,000 shares outstanding of which 40,000,000 are owned by VFCT’s former shareholders.

Because the former VFCT shareholders will not have preemptive rights, the issuance of additional shares of common stock by QUETZAL, except for a pro-rata distribution to the former VFCT stockholders, has the effect of diluting the proportional interest in QUETZAL held by each of the former VFCT stockholders.

At the present time dilution is foreseeable in the following circumstances. For example, of the 100,000,000 shares of common stock authorized, fifty-percent (50%) or 50,000,000 shares of QUETZAL are issued and outstanding. Former VFCT shareholders as a group will own 40,000,000 shares of common stock, which represents eighty-percent (80%) of the issued and outstanding shares of QUETZAL. However, pursuant to the Share Exchange Agreement, Coast To Coast Equity Group, Inc. will receive warrants entitling it to 3,000,000 shares. These shares are not included in the 5,000,000 shares reserved for capital investment, advertising, and public relations expenses. If Coast To Coast Equity Group, Inc. exercises all of its warrants, the issued and outstanding shares will increase to 53,000,000, and the former VFCT shareholders will realize a decrease in their percentage ownership of four percent (4%). Thereafter, if QUETZAL issued capital stock for any reason from its reserve of 47,000,000 authorized shares, the former VFCT shareholders could realize up to fifty percent (50%) dilution of their investment.

The shares owned by Quetzal Capital Funding 1, Inc. and Coast To Coast Equity Group, Inc. will not be diluted after the Share Exchange pursuant to the Share Exchange Agreement. The Share Exchange Agreement provides that these two parties’ percentage ownership interests will not be affected by dilutive events for a two year period following the effective date of a registration statement.

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Shareholdings After the Share Exchange

The table below lists information about the expected ownership and control of QUETZAL common stock following the Share Exchange by (i) each person expected by QUETZAL to be the beneficial owner of its outstanding common stock, (ii) each of the contemplated directors and executive officers of QUETZAL, and (iii) all directors and executive officers of QUETZAL, following the Share Exchange, as a group.This information is based on shareholdings as of the date of this Information Statement.

Exchange of Shares in the Reorganized Public Company

Shareholder Name	Former Holdings	New Holdings
Larry & Pat Wilhide, TEN ENT	472 shares VFCT	18,880,000 shares
Louis & Roe Brothers, TEN ENT	472 shares VFCT	18,880,000 shares
John & Jeanne Kaufman, TEN ENT	10 shares VFCT	400,000 shares
Robert Price	2 shares VFCT	80,000 shares
Herb B. Singer	1 share VFCT	40,000 shares
Erik M. Gelotte	1 share VFCT	40,000 shares
Dom Ruggeri	1 share VFCT	40,000 shares
Dr. Edward P. Kingsbury	1 share VFCT	40,000 shares
Randy & Katie Broadright, TEN ENT	10 shares VFCT	400,000 shares
Louis C. Brothers	10 shares VFCT	400,000 shares
Michael C. Brothers	10 shares VFCT	400,000 shares
Rebecca Fallgren	10 shares VFCT	400,000 shares
Quetzal Capital Funding 1, Inc.	5,000,000 shares QC1	5,000,000 shares
Total:		45,000,000 shares

Market for QUETZAL Common Stock and Shares Available for Future Sale

There is currently no established public trading market for the common stock of QUETZAL, which is owned by one stockholder.

QUETZAL intends to initiate procedures to have its common stock quoted on the NASDAQ Over-the Counter Bulletin Board following consummation of the Share Exchange. However, no assurance can be given that QUETZAL will be able to have its shares included in the inter-dealer quotation system or that an active public market for QUETZAL common stock will develop or be sustained after completion of the Share Exchange.

The QUETZAL common stock received by the VFCT stockholders as consideration in the Share Exchange has not been registered under the Securities Act. Accordingly, those shares of QUETZAL common stock so issued are subject to certain restrictions on transferability and may only be sold pursuant to SEC Rule 145. QUETZAL will give stop transfer instructions to the transfer agent with respect to those QUETZAL common shares issued in the Share Exchange and will place a legend on the stock certificates noting the restrictions on transferring the shares.

Notwithstanding the requirements of SEC Rule 145, in the event that QUETZAL undertakes the filing of a registration statement under the Securities Act for its own capital financing purposes at some time in the future, those shares of QUETZAL common stock received by VFCT stockholders as consideration in the Share Exchange may be registered for public trading under the Securities Act. Upon such registration statement being declared effective by the Securities and Exchange Commission, the shares of QUETZAL common stock so registered will be freely transferable. If no such registration statement is filed by VFCT, the shares of QUETZAL received pursuant to the Share Exchange will remain subject to the restrictions on transferability contained in SEC Rule 145.

In addition, following the Share Exchange, QUETZAL will have 3,000,000 shares of its common stock reserved for issuance to Coast To Coast Equity Group, Inc. upon its exercise of certain warrants provided for under the terms of the Consulting Agreement and the Warrant Agreement. These 3,000,000 shares of QUETZAL common stock will be included in a registration statement filed for the benefit of Coast To Coast Equity Group, Inc., Quetzel Capital Funding 1, Inc., and certain private equity investors of VFCT who contribute capital in exchange for VFCT common stock after the Effective Date of the Share Exchange. After the filing of that registration statement, these shares of QUETZAL common stock will be freely tradable in a public market, or, in the case of the warrants, will be freely tradable immediately following the exercise of such warrants. As of the date of this information statement, no warrants have been issued.

For further information with regard to QUETZAL common stock, see “INFORMATION WITH RESPECT TO QUETZAL- Description of QUETZAL’s Common Stock”.

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Exchange of Stock Certificates, Remedy for Failure to Exchange Certificates

Promptly after the Effective Date, QUETZAL will deposit with its transfer agent, certificates representing the shares of QUETZAL common stock that are issuable in connection with the Share Exchange for shares of VFCT common stock. Promptly after the Effective Date, QUETZAL will cause the transfer agent to send by regular mail to each holder of record of shares of VFCT common stock at the Effective Date of the Share Exchange at their addresses on the records of VFCT transmittal materials for use in the exchange of the Share Exchange consideration for certificates representing VFCT common stock. QUETZAL will deliver to holders of VFCT common stock who surrender their certificates to the transfer agent, together with properly executed transmittal materials and any other required documentation, certificates representing the number of shares of QUETZAL common stock to which such holders are entitled.

Until properly surrendering their certificates, holders of unexchanged shares of VFCT common stock will not be entitled to receive any dividends or other distributions with respect to QUETZAL common stock. After surrender of the certificates representing VFCT common stock, the record holder of such shares will be entitled to receive any such dividends or other distributions, without interest, which had previously become payable with respect to shares of QUETZAL common stock represented by such certificate.

Upon receipt from a former shareholder of VFCT of certificates representing shares of VFCT Common Stock, the transfer agent shall forward to such former shareholder of VFCT (i) a New Certificate representing his, her or its shares of QUETZAL common stock, and (ii) dividends, if any, declared thereon subsequent to the Effective Date (without interest).

If any New Certificate is to be issued in a name other than that in which the certificate formerly representing VFCT Common Stock (an "Old Certificate") and surrendered for exchange was issued, the Old Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall pay to the transfer agent any transfer or other taxes required by reason of the issuance of the New Certificate in any name other than that of the registered holder of the Old Certificate surrendered, or establish to the satisfaction of the transfer agent that such tax has been paid or is not payable.

In the event that any Old Certificates have not been surrendered for exchange on or before the second anniversary of the Effective Date, QUETZAL may at any time thereafter, with or without notice to the holders of record of such Old Certificates, sell for the accounts of any or all of such holders any or all of the shares of VFCT Common Stock which such holders are entitled to receive (the "Unclaimed Shares"). Any such sale may be made by public or private sale or in such manner and at such times as QUETZAL shall determine. QUETZAL shall not be obligated to make any sale of Unclaimed Shares if it shall determine not to do so, even if notice of sale of the Unclaimed Shares has been given. The net proceeds of any such sale of Unclaimed Shares shall be held for holders of the unsurrendered Old Certificates, whose unclaimed shares have been sold, to be paid to them upon surrender of the Old Certificates. From and after any such sale, the sole right of the holders of the unsurrendered Old Certificates whose Unclaimed Shares have been sold shall be the right to collect the net sale proceeds held by Public Company for their respective accounts, and such holders shall not be entitled to receive any interest on such net sale proceeds held by QUETZAL.

If any Old Certificates are not surrendered prior to the date on which such certificates would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of QUETZAL (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither QUETZAL nor its agents or any other person shall be liable to any former holder of VFCT Common Stock for any property delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

NO FURTHER OWNERSHIP RIGHTS IN VFCT Stock. All cash and shares of QUETZAL issued in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of VFCT Common Stock and there shall be no further registration of transfers on the records of QUETZAL of shares of VFCT Common Stock that were outstanding immediately prior to the Effective Date. If, after the Effective Date, Certificates are presented to QUETZAL for any reason, they shall be canceled and exchanged as provided in this section.

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LOST, STOLEN OR DESTROYED CERTIFICATES. In the event that any VFCT Certificates shall have been lost, stolen or destroyed, QUETZAL shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the cash and/or certificates representing the shares of VFCT Common Stock that the shares of QUETZAL were converted into and any dividends or distributions payable thereon; provided, however, that, as a condition precedent to the issuance of such cash and certificates representing shares of VFCT Common Stock and other distributions, the owner of such lost, stolen or destroyed Certificates shall indemnify VFCT against any claim that may be made against VFCT or QUETZAL with respect to the Certificates alleged to have been lost, stolen or destroyed.

Accounting Treatment

We expect the Share Exchange to be accounted for as a purchase. All of the pro forma financial information in the information statement assumes that the Share Exchange will be accounted for as a purchase. However, we cannot assure you that the Share Exchange will, in fact, qualify as a purchase. We will account for the Share Exchange in whichever manner complies with GAAP requirements at the time of the Share Exchange.

The parties have prepared the unaudited pro forma financial information contained in this information statement using the purchase accounting method to account for the Share Exchange. See "SUMMARY - Comparative Pro Forma and Historical Per Share Data" and the “QUETZAL Unaudited Pro Forma Balance Sheet” included in the accompanying Financial Statements.

Federal Income Tax Consequences

We anticipate that the Share Exchange will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code. As such, the following would be the material federal income tax consequences of the Share Exchange:

|X| no gain or loss will be recognized by VFCT or QUETZAL in the Share Exchange;

|X| for purposes of preparing a consolidated tax return for the combined company the Share Exchange is a reverse acquisition within the meaning of Treasury Regulations Section 1.1502-75(d)(3), and the tax year of VFCT will be treated as the tax year for the group.

|X| no gain or loss will be recognized by the stockholders of VFCT, including those stockholders who are foreign persons, upon their receipt of QUETZAL common stock in exchange for their VFCT common stock, except that the cash proceeds received for the fair value of the shares held by those stockholders of QUETZAL or VFCT who oppose the Share Exchange in exercise of their rights as dissenting stockholders will be treated as having been received as a distribution in full payment in exchange for the share interests redeemed, respectively, as provided in Section 302(a) of the Internal Revenue Code;

|X| the tax basis of the shares of QUETZAL common stock received by the VFCT stockholders will be the same as the tax basis of their VFCT common stock exchanged for the QUETZAL stock; and

|X| the holding period of the QUETZAL common stock in the hands of former VFCT stockholders will include the holding period of their VFCT common stock exchanged for the QUETZAL stock, provided the VFCT common stock is held as a capital asset at the Effective Date of the Share Exchange.

We include the above discussion with respect to the material federal income tax consequences of the Share Exchange for general information only. The discussion does not address the state, local or foreign tax aspects of the Share Exchange. The discussion is based on currently existing provisions of the Internal Revenue Code, treasury regulations and other tax law.

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EACH VFCT STOCKHOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE SHARE EXCHANGE TO HIM OR HER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS.
 

Comparison of Shareholders’ Rights

Upon completion of the Share Exchange, the stockholders of VFCT will become stockholders of QUETZAL. The rights of VFCT stockholders are presently governed by Pennsylvania law, the VFCT Articles of Incorporation and the VFCT bylaws. As stockholders of QUETZAL following the Share Exchange, the rights of former VFCT stockholders will be governed by Florida law, the QUETZAL Certificate of Incorporation and the QUETZAL bylaws.

EACH VFCT STOCKHOLDER SHOULD CONSULT HIS OR HER OWN LEGAL ADVISOR WITH RESPECT TO THE MATERIAL DIFFERENCES BETWEEN THE RIGHTS OF HOLDERS OF VFCT COMMON STOCK PRIOR TO AND AFTER COMPLETION OF THE SHARE EXCHANGE.

You can obtain copies of the governing corporate instruments of QUETZAL and VFCT, without charge, by contacting either QUETZAL or VFCT at the addresses or phone numbers listed under “ADDITIONAL INFORMATION” at page 26 of this information statement.

Rights of Dissenting Shareholders

The stockholders of VFCT have a right to dissent to the Share Exchange and to obtain payment in cash for the fair value of their shares by complying with certain prescribed procedures. See “Rights of Dissenting Shareholders” for VFCT, at pages 6 and 7, and in the appendix to this information statement.

SUMMARY OF THE NAME CHANGE OF QUETZAL CAPITAL 1, INC.

By resolution adopted July 6, 2006, the new directors and majority shareholders of QUETZAL declared it advisable and in the best interests of QUETZAL to amend QUETZAL's Articles of Incorporation to reflect an amendment changing the company’s name to “VALLEY FORGE COMPOSITE TECHNOLOGIES, INC. Article I the QUETZAL Articles will be amended to read as follows:

Article I

The name of the corporation is:

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

In weighing the merits of a possible name change, the board considered that the operating business of the company has always been known as “Valley Forge Composite Technologies, Inc.” and that any other name might be misleading to third-parties attempting to locate or to do business with the company.

Therefore, after consideration given to the foregoing, as well as the strategic plans of management, the QUETZAL board of directors deemed it appropriate to change the name of the company.

The name change will become effective upon the filing of the Amended Certificate of Incorporation with the Department of Corporations of the State of Florida, which will occur as soon as is reasonably practicable after completion of the Share Exchange. We have attached the Amended QUETZAL Articles of Incorporation, which includes the amended Article I of QUETZAL's Articles of Incorporation, as Appendix B to this Information Statement. The proposed Amended Articles of Incorporation also change the principal place of business address, mailing address, and the name and address of the registered agent. Shareholder approval of these additional ministerial items is not required under Florida law.

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LEGAL MATTERS

The validity of the common stock to be issued by QUETZAL in connection with the Share Exchange will be passed upon by Russell C. Weigel, III, P.A., Miami, Florida, counsel for QUETZAL.

ACCOUNTING MATTERS

The consolidated balance sheet of QUETZAL and the statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2005, have been incorporated by reference in this Information Statement from QUETZAL’s Form 10-K filed with the U.S. Securities & Exchange Commission, and its first quarter 2006 unaudited financial statement filed on Form 10-Q, in reliance upon the report of Sherb & Co., LLP, independent certified public accountants.

The balance sheet of VFCT, and the statements of operations, stockholders’ equity and cash flows for each of the two years ended December 31, 2005, and December 31, 2004 incorporated by reference in this Information Statement, have been audited by Morison Cogen LLP, independent auditors, as indicated in their report with respect thereto, and are included herein in reliance upon their report.

ADDITIONAL INFORMATION

If you have questions or need additional information about the Share Exchange or other proposals or would like additional copies of the Information Statement, you should contact:

If to Valley Forge Composite Technologies, Inc.:If to Coast To Coast Equity Group, Inc.:

Valley Forge Composite Technologies, Inc.Attention: Charles J. Scimeca

Attention: Louis J. Brothers9040 Town Center Parkway

628 Jamie CircleBradenton, FL 34202

King of Prussia, PA 19406

If to Quetzal Capital Funding 1, Inc.:If to Quetzal Capital 1, Inc.:

Attention: Tony FrudakisAttention: Tony Frudakis

9040 Town Center Parkway9040 Town Center Parkway

Bradenton, FL 34202Bradenton, FL 34202

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APPENDIX A

Share Exchange Agreement and related attached agreements

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APPENDIX B

Amended Certificate of Incorporation of Quetzal Capital 1, Inc.

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APPENDIX C

Pennsylvania Business Corporation Law Dissenter’s Rights Statutes

§ 1931. Share Exchanges

   (d) DISSENTERS RIGHTS IN SHARE EXCHANGES.-- Any holder of shares that are to be exchanged or converted pursuant to a plan of exchange who objects to the plan and complies with the provisions of Subchapter D of Chapter 15 shall be entitled to the rights and remedies of dissenting shareholders therein provided, if any. See section 1906(c) (relating to dissenters rights upon special treatment).

Note:Subchapter D, Section 15, BCL, is comprised of statute sections 1571 through 1580, all of which are set forth below.

§ 1571. Application and Effect of Subchapter

    (a) GENERAL RULE.-- Except as otherwise provided in subsection (b), any shareholder (as defined in section 1572 (relating to definitions)) of a business corporation shall have the right to dissent from, and to obtain payment of the fair value of his shares in the event of, any corporate action, or to otherwise obtain fair value for his shares, only where this part expressly provides that a shareholder shall have the rights and remedies provided in this subchapter See:

   Section 1906(c) (relating to dissenters rights upon special treatment).

   Section 1930 (relating to dissenters rights).

   Section 1931(d) (relating to dissenters rights in share exchanges).

   Section 1932(c) (relating to dissenters rights in asset transfers).

   Section 1952(d) (relating to dissenters rights in division).

   Section 1962(c) (relating to dissenters rights in conversion).

   Section 2104(b) (relating to procedure).

   Section 2324 (relating to corporation option where a restriction on transfer of a security is held invalid).

   Section 2325(b) (relating to minimum vote requirement).

   Section 2704(c) (relating to dissenters rights upon election).

   Section 2705(d) (relating to dissenters rights upon renewal of election).

   Section 2904(b) (relating to procedure).

   Section 2907(a) (relating to proceedings to terminate breach of qualifying conditions).

   Section 7104(b)(3) (relating to procedure).

   (b) EXCEPTIONS.—

   (1) Except as otherwise provided in paragraph (2), the holders of the shares of any class or series of shares shall not have the right to dissent and obtain payment of the fair value of the shares under this subchapter if, on the record date fixed to determine the shareholders entitled to notice of and to vote at the meeting at which a plan specified in any of section 1930, 1931(d), 1932(c) or 1952(d) is to be voted on or on the date of the first public announcement that such a plan has been approved by the shareholders by consent without a meeting, the shares are either:

     (i) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc.; or

     (ii) held beneficially or of record by more than 2,000 persons.

   (2) Paragraph (1) shall not apply to and dissenters rights shall be available without regard to the exception provided in that paragraph in the case of:

     (i) (Repealed.)

     (ii) Shares of any preferred or special class or series unless the articles, the plan or the terms of the transaction entitle all shareholders of the class or series to vote thereon and require for the adoption of the plan or the effectuation of the transaction the affirmative vote of a majority of the votes cast by all shareholders of the class or series.

     (iii) Shares entitled to dissenters rights under section 1906(c) (relating to dissenters rights upon special treatment).

   (3) The shareholders of a corporation that acquires by purchase, lease, exchange or other disposition all or substantially all of the shares, property or assets of another corporation by the issuance of shares, obligations or otherwise, with or without assuming the liabilities of the other corporation and with or without the intervention of another corporation or other person, shall not be entitled to the rights and remedies of dissenting shareholders provided in this subchapter regardless of the fact, if it be the case, that the acquisition was accomplished by the issuance of voting shares of the corporation to be outstanding immediately after the acquisition sufficient to elect a majority or more of the directors of the corporation.

   (c) GRANT OF OPTIONAL DISSENTERS RIGHTS.-- The bylaws or a resolution of the board of directors may direct that all or a part of the shareholders shall have dissenters rights in connection with any corporate action or other transaction that would otherwise not entitle such shareholders to dissenters rights.

   (d) NOTICE OF DISSENTERS RIGHTS.-- Unless otherwise provided by statute, if a proposed corporate action that would give rise to dissenters rights under this subpart is submitted to a vote at a meeting of shareholders, there shall be included in or enclosed with the notice of meeting:

   (1) a statement of the proposed action and a statement that the shareholders have a right to dissent and obtain payment of the fair value of their shares by complying with the terms of this subchapter; and

   (2) a copy of this subchapter.

   (e) OTHER STATUTES.-- The procedures of this subchapter shall also be applicable to any transaction described in any statute other than this part that makes reference to this subchapter for the purpose of granting dissenters rights.

   (f) CERTAIN PROVISIONS OF ARTICLES INEFFECTIVE.-- This subchapter may not be relaxed by any provision of the articles.

   (g) COMPUTATION OF BENEFICIAL OWNERSHIP.-- For purposes of subsection (b)(1)(ii), shares that are held beneficially as joint tenants, tenants by the entireties, tenants in common or in trust by two or more persons, as fiduciaries or otherwise, shall be deemed to be held beneficially by one person.

   (h) CROSS REFERENCES.-- See sections 1105 (relating to restriction on equitable relief), 1904 (relating to de facto transaction doctrine abolished), 1763(c) (relating to determination of shareholders of record) and 2512 (relating to dissenters rights procedure).

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§ 1572. Definitions

   The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly indicates otherwise:

   "CORPORATION." The issuer of the shares held or owned by the dissenter before the corporate action or the successor by merger, consolidation, division, conversion or otherwise of that issuer A plan of division may designate which one or more of the resulting corporations is the successor corporation for the purposes of this subchapter The designated successor corporation or corporations in a division shall have sole responsibility for payments to dissenters and other liabilities under this subchapter except as otherwise provided in the plan of division.

   "DISSENTER." A shareholder who is entitled to and does assert dissenters rights under this subchapter and who has performed every act required up to the time involved for the assertion of those rights.

   "FAIR VALUE." The fair value of shares immediately before the effectuation of the corporate action to which the dissenter objects, taking into account all relevant factors, but excluding any appreciation or depreciation in anticipation of the corporate action.

   "INTEREST." Interest from the effective date of the corporate action until the date of payment at such rate as is fair and equitable under all the circumstances, taking into account all relevant factors, including the average rate currently paid by the corporation on its principal bank loans.

   "SHAREHOLDER." A shareholder as defined in section 1103 (relating to definitions) or an ultimate beneficial owner of shares, including, without limitation, a holder of depository receipts, where the beneficial interest owned includes an interest in the assets of the corporation upon dissolution.

§ 1573. Record and Beneficial Holders and Owners

    (a) RECORD HOLDERS OF SHARES.-- A record holder of shares of a business corporation may assert dissenters rights as to fewer than all of the shares registered in his name only if he dissents with respect to all the shares of the same class or series beneficially owned by any one person and discloses the name and address of the person or persons on whose behalf he dissents In that event, his rights shall be determined as if the shares as to which he has dissented and his other shares were registered in the names of different shareholders.

   (b) BENEFICIAL OWNERS OF SHARES.-- A beneficial owner of shares of a business corporation who is not the record holder may assert dissenters rights with respect to shares held on his behalf and shall be treated as a dissenting shareholder under the terms of this subchapter if he submits to the corporation not later than the time of the assertion of dissenters rights a written consent of the record holder A beneficial owner may not dissent with respect to some but less than all shares of the same class or series owned by the owner, whether or not the shares so owned by him are registered in his name.

§ 1574. Notice of Intention to Dissent

   If the proposed corporate action is submitted to a vote at a meeting of shareholders of a business corporation, any person who wishes to dissent and obtain payment of the fair value of his shares must file with the corporation, prior to the vote, a written notice of intention to demand that he be paid the fair value for his shares if the proposed action is effectuated, must effect no change in the beneficial ownership of his shares from the date of such filing continuously through the effective date of the proposed action and must refrain from voting his shares in approval of such action. A dissenter who fails in any respect shall not acquire any right to payment of the fair value of his shares under this subchapter. Neither a proxy nor a vote against the proposed corporate action shall constitute the written notice required by this section.

§ 1575. Notice to Demand Payment

    (a) GENERAL RULE.-- If the proposed corporate action is approved by the required vote at a meeting of shareholders of a business corporation, the corporation shall mail a further notice to all dissenters who gave due notice of intention to demand payment of the fair value of their shares and who refrained from voting in favor of the proposed action If the proposed corporate action is to be taken without a vote of shareholders, the corporation shall send to all shareholders who are entitled to dissent and demand payment of the fair value of their shares a notice of the adoption of the plan or other corporate action In either case, the notice shall:

   (1) State where and when a demand for payment must be sent and certificates for certificated shares must be deposited in order to obtain payment.

   (2) Inform holders of uncertificated shares to what extent transfer of shares will be restricted from the time that demand for payment is received.

   (3) Supply a form for demanding payment that includes a request for certification of the date on which the shareholder, or the person on whose behalf the shareholder dissents, acquired beneficial ownership of the shares.

   (4) Be accompanied by a copy of this subchapter.

   (b) TIME FOR RECEIPT OF DEMAND FOR PAYMENT.-- The time set for receipt of the demand and deposit of certificated shares shall be not less than 30 days from the mailing of the notice.

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§ 1576. Failure to Comply with Notice to Demand Payment, etc.

    (a) EFFECT OF FAILURE OF SHAREHOLDER TO ACT.-- A shareholder who fails to timely demand payment, or fails (in the case of certificated shares) to timely deposit certificates, as required by a notice pursuant to section 1575 (relating to notice to demand payment) shall not have any right under this subchapter to receive payment of the fair value of his shares.

   (b) RESTRICTION ON UNCERTIFICATED SHARES.-- If the shares are not represented by certificates, the business corporation may restrict their transfer from the time of receipt of demand for payment until effectuation of the proposed corporate action or the release of restrictions under the terms of section 1577(a) (relating to failure to effectuate corporate action).

   (c) RIGHTS RETAINED BY SHAREHOLDER.-- The dissenter shall retain all other rights of a shareholder until those rights are modified by effectuation of the proposed corporate action.

§ 1577. Release of Restrictions or Payment for Shares

    (a) FAILURE TO EFFECTUATE CORPORATE ACTION.-- Within 60 days after the date set for demanding payment and depositing certificates, if the business corporation has not effectuated the proposed corporate action, it shall return any certificates that have been deposited and release uncertificated shares from any transfer restrictions imposed by reason of the demand for payment.

   (b) RENEWAL OF NOTICE TO DEMAND PAYMENT.-- When uncertificated shares have been released from transfer restrictions and deposited certificates have been returned, the corporation may at any later time send a new notice conforming to the requirements of section 1575 (relating to notice to demand payment), with like effect.

   (c) PAYMENT OF FAIR VALUE OF SHARES.-- Promptly after effectuation of the proposed corporate action, or upon timely receipt of demand for payment if the corporate action has already been effectuated, the corporation shall either remit to dissenters who have made demand and (if their shares are certificated) have deposited their certificates the amount that the corporation estimates to be the fair value of the shares, or give written notice that no remittance under this section will be made. The remittance or notice shall be accompanied by:

   (1) The closing balance sheet and statement of income of the issuer of the shares held or owned by the dissenter for a fiscal year ending not more than 16 months before the date of remittance or notice together with the latest available interim financial statements.

   (2) A statement of the corporation's estimate of the fair value of the shares.

   (3) A notice of the right of the dissenter to demand payment or supplemental payment, as the case may be, accompanied by a copy of this subchapter.

   (d) FAILURE TO MAKE PAYMENT.-- If the corporation does not remit the amount of its estimate of the fair value of the shares as provided by subsection (c), it shall return any certificates that have been deposited and release uncertificated shares from any transfer restrictions imposed by reason of the demand for payment The corporation may make a notation on any such certificate or on the records of the corporation relating to any such uncertificated shares that such demand has been made If shares with respect to which notation has been so made shall be transferred, each new certificate issued therefor or the records relating to any transferred uncertificated shares shall bear a similar notation, together with the name of the original dissenting holder or owner of such shares A transferee of such shares shall not acquire by such transfer any rights in the corporation other than those that the original dissenter had after making demand for payment of their fair value.

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§ 1578. Estimate by Dissenter of Fair Value of Shares

    (a) GENERAL RULE.-- If the business corporation gives notice of its estimate of the fair value of the shares, without remitting such amount, or remits payment of its estimate of the fair value of a dissenter's shares as permitted by section 1577(c) (relating to payment of fair value of shares) and the dissenter believes that the amount stated or remitted is less than the fair value of his shares, he may send to the corporation his own estimate of the fair value of the shares, which shall be deemed a demand for payment of the amount or the deficiency.

   (b) EFFECT OF FAILURE TO FILE ESTIMATE.-- Where the dissenter does not file his own estimate under subsection (a) within 30 days after the mailing by the corporation of its remittance or notice, the dissenter shall be entitled to no more than the amount stated in the notice or remitted to him by the corporation.

§ 1579. Valuation Proceedings Generally

    (a) GENERAL RULE.-- Within 60 days after the latest of:

   (1) effectuation of the proposed corporate action;

   (2) timely receipt of any demands for payment under section 1575 (relating to notice to demand payment); or

   (3) timely receipt of any estimates pursuant to section 1578 (relating to estimate by dissenter of fair value of shares); if any demands for payment remain unsettled, the business corporation may file in court an application for relief requesting that the fair value of the shares be determined by the court.

   (b) MANDATORY JOINDER OF DISSENTERS.-- All dissenters, wherever residing, whose demands have not been settled shall be made parties to the proceeding as in an action against their shares. A copy of the application shall be served on each such dissenter. If a dissenter is a nonresident, the copy may be served on him in the manner provided or prescribed by or pursuant to 42 Pa.C.S Ch 53 (relating to bases of jurisdiction and interstate and international procedure)

   (c) JURISDICTION OF THE COURT.-- The jurisdiction of the court shall be plenary and exclusive. The court may appoint an appraiser to receive evidence and recommend a decision on the issue of fair value. The appraiser shall have such power and authority as may be specified in the order of appointment or in any amendment thereof.

   (d) MEASURE OF RECOVERY.-- Each dissenter who is made a party shall be entitled to recover the amount by which the fair value of his shares is found to exceed the amount, if any, previously remitted, plus interest.

   (e) EFFECT OF CORPORATION'S FAILURE TO FILE APPLICATION.-- If the corporation fails to file an application as provided in subsection (a), any dissenter who made a demand and who has not already settled his claim against the corporation may do so in the name of the corporation at any time within 30 days after the expiration of the 60-day period. If a dissenter does not file an application within the 30-day period, each dissenter entitled to file an application shall be paid the corporation's estimate of the fair value of the shares and no more, and may bring an action to recover any amount not previously remitted.

§ 1580. Costs and Expenses of Valuation Proceedings

    (a) GENERAL RULE.-- The costs and expenses of any proceeding under section 1579 (relating to valuation proceedings generally), including the reasonable compensation and expenses of the appraiser appointed by the court, shall be determined by the court and assessed against the business corporation except that any part of the costs and expenses may be apportioned and assessed as the court deems appropriate against all or some of the dissenters who are parties and whose action in demanding supplemental payment under section 1578 (relating to estimate by dissenter of fair value of shares) the court finds to be dilatory, obdurate, arbitrary, vexatious or in bad faith.

   (b) ASSESSMENT OF COUNSEL FEES AND EXPERT FEES WHERE LACK OF GOOD FAITH APPEARS.-- Fees and expenses of counsel and of experts for the respective parties may be assessed as the court deems appropriate against the corporation and in favor of any or all dissenters if the corporation failed to comply substantially with the requirements of this subchapter and may be assessed against either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted in bad faith or in a dilatory, obdurate, arbitrary or vexatious manner in respect to the rights provided by this subchapter.

   (c) AWARD OF FEES FOR BENEFITS TO OTHER DISSENTERS.-- If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated and should not be assessed against the corporation, it may award to those counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited.

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APPENDIX D

SHAREHOLDER'S NOTICE OF EXERCISE OFDISSENTERS RIGHTS

-26-

THIS FORM IS TO BE USED ONLY BY VALLEY FORGE COMPOSITE TECHNOLOGIES, INC., A PENNSYLVANIA CORPORATION, SHAREHOLDERS WHO WANT TO EXERCISE THEIR DISSENTER’S RIGHTS.

SHAREHOLDERS WHO WANT TO SURRENDER THEIR CERTIFICATES FOR SHARES OF VALLEY FORGE COMPOSITE TECHNOLOGIES, INC., A PENNSYLVANIA CORPORATION, FOR CERTIFICATES REPRESENTING AN EQUAL NUMBER OF SHARES OF QUETZAL CAPITAL 1, INC., A FLORIDA CORPORATION, AS PROVIDED IN THE SHARE EXCHANGE AGREEMENT DESCRIBED IN THE ACCOMPANYING INFORMATION STATEMENT SHOULD NOT COMPLETE THIS FORM.

To:Valley Forge Composite Technologies, Inc.

Attention: Louis J. Brothers

628 Jamie Circle

King of Prussia, PA 19406

The undersigned hereby demands payment, pursuant to Chapter 15, Subchapter D (Dissenters Rights) of the Pennsylvania Business Corporation Law of 1988, with respect to the number of shares of stock of Valley Forge Composite Technologies, Inc., a Pennsylvania corporation ( the "Shares"), described below:

Certificate Numbers(s)Total Number of SharesDate of Acquisition of

Represented byShares Represented by

Certificate(s)Certificate(s)

___________________________________________________________

The undersigned dissenting shareholder hereby certifies that the date(s) on which the undersigned dissenting shareholder, or the person on whose behalf the undersigned dissenting shareholder dissents, acquired beneficial ownership of the Shares described above, correspond(s) with the date(s) appearing under "Date of Acquisition of Shares Represented by Certificate(s)." The undersigned dissenting shareholder understands that in order to exercise dissenters rights, he/she must perform both of the following actions on or before July 31, 2006; (i) deposit certificates representing the Shares with Valley Forge Composite Technologies, Inc. at the above address; and (ii) and deliver this Form to Valley Forge Composite Technologies, Inc. at the above address.

________________________________________________________________

Signature of Dissenting ShareholderDated

________________________________________

Name

________________________________________

Address:

________________________________________

________________________________________

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APPENDIX E

Form 8-K

-28-

EX-4.4

EXHIBIT 4.4

ARTICLES AND PLAN OF SHARE EXCHANGE

BETWEEN

QUETZAL CAPITAL 1, INC.,

A FLORIDA CORPORATION, AND

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.,

A PENNSYLVANIA CORPORATION

Pursuant to Sections 607.1102 through 607.1107 of the Florida Business Corporation Act, Quetzal Capital 1, Inc., a Florida Corporation, and Valley Forge Composite Technologies, Inc., a Pennsylvania corporation, hereby adopt the following Articles and Plan of Share Exchange:

FIRST:The “Share Exchange Agreement between Quetzal Capital 1, Inc. and the Shareholders of Valley Forge Composite Technologies, Inc., dated July 6, 2006,” (the “Plan of Share Exchange”) generally provides that:

1. Valley Forge Composite Technologies, Inc. will become a wholly-owned subsidiary of Quetzal Capital 1, Inc. upon the execution of the terms of the Plan of Share Exchange and compliance with the requirements of the laws of Florida and Pennsylvania with respect to share exchange transactions;

2. The shareholders of Valley Forge Composite Technologies, Inc. shall tender one thousand shares, par value $0.001, of the common stock of Valley Forge Composite Technologies, Inc., which amount of shares represents one hundred percent of the issued and outstanding common stock of Valley Forge Composite Technologies, Inc., in exchange for forty million shares, par value $0.001, of the capital stock of Quetzal Capital 1, Inc., which amount following the exchange represents eighty percent of the issued and outstanding common stock of Quetzal Capital 1, Inc.;

3. Upon the effectiveness of the Plan of Share Exchange, each outstanding share of Valley Forge Composite Technologies, Inc. will be converted into forty thousand shares of Quetzal Capital 1, Inc. without any action on the part of the holder thereof; and

4. The Plan of Share Exchange shall be effected by the filing of respective articles and plans of share exchange with the State of Florida Division of Corporations and the Pennsylvania Secretary of State Corporation Bureau.

SECOND:On July 6, 2006, the sole shareholder of Quetzal Capital 1, Inc. approved the Plan of Share Exchange in accordance with Section 607.1103 of the Florida Business Corporation Act. The number of votes cast by the sole shareholder was sufficient for approval.

THIRD:On July 6, 2006, the shareholders of Valley Forge Composite Technologies, Inc., approved the Plan of Share Exchange in accordance with the applicable laws of the State of Pennsylvania.

FOURTH:Pursuant to the Plan of Share Exchange, on July 5, 2006, Tony N. Frudakis resigned as a director and officer of Quetzal Capital 1, Inc., and Louis J. Brothers and Larry K. Wilhide were appointed as the new directors.

FIFTH:The effective date of the Plan of Share Exchange is July 6, 2006.

IN WITNESS THEREOF, Quetzal Capital 1, Inc., and Valley Forge Composite Technologies, Inc., have caused these Articles and Plan of Share Exchange to be executed in their respective names and on their behalf by their respective authorized persons on the 6^th day of July, 2006.

QUETZAL CAPITAL 1, INC.	VALLEY FORGE COMPOSITE TECHNOLOGIES, INC
/s/ Tony N. Frudakis	/s/ Louis J. Brothers
Tony N. Frudakis	Louis J. Brothers
President	President

EX-4.5

EXHIBIT 4.5

ARTICLES AND PLAN OF SHARE EXCHANGE

BETWEEN

QUETZAL CAPITAL 1, INC.,

A FLORIDA CORPORATION, AND

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.,

A PENNSYLVANIA CORPORATION

Pursuant to 15 Pa.C.S. § 1931 of the Business Corporation Law of 1988 (“BCL”), Quetzal Capital 1, Inc., a Florida Corporation, and Valley Forge Composite Technologies, Inc., a Pennsylvania corporation, hereby adopt the following Articles and Plan of Share Exchange:

FIRST:The “Share Exchange Agreement between Quetzal Capital 1, Inc. and the Shareholders of Valley Forge Composite Technologies, Inc., dated July 6, 2006,” (the “Plan of Share Exchange”) generally provides that:

1. Valley Forge Composite Technologies, Inc. will become a wholly-owned subsidiary of Quetzal Capital 1, Inc. upon the execution of the terms of the Plan of Share Exchange and compliance with the requirements of the laws of Florida and Pennsylvania with respect to share exchange transactions;

2. The shareholders of Valley Forge Composite Technologies, Inc. shall tender one thousand shares, par value $0.001, of the common stock of Valley Forge Composite Technologies, Inc., which amount of shares represents one hundred percent of the issued and outstanding common stock of Valley Forge Composite Technologies, Inc., in exchange for forty million shares, par value $0.001, of the capital stock of Quetzal Capital 1, Inc., which amount following the exchange represents eighty percent of the issued and outstanding common stock of Quetzal Capital 1, Inc.;

3. Upon the effectiveness of the Plan of Share Exchange, each outstanding share of Valley Forge Composite Technologies, Inc. will be converted into forty thousand shares of Quetzal Capital 1, Inc. without any action on the part of the holder thereof; and

4. The Plan of Share Exchange shall be effected by the filing of respective articles and plans of share exchange with the State of Florida Division of Corporations and the Pennsylvania Secretary of State Corporation Bureau.

SECOND:On July 6, 2006, the sole shareholder of Quetzal Capital 1, Inc. approved the Plan of Share Exchange in accordance with the applicable laws of the State of Florida. The number of votes cast by the sole shareholder was sufficient to approve the Plan of Share Exchange.

THIRD:On July 6, 2006, the shareholders of Valley Forge Composite Technologies, Inc., approved the Plan of Share Exchange in accordance with the 15 Pa.C.S. § 1931(d) of the BCL. The number of votes cast by the shareholders was sufficient for the corporation to approve the Plan of Share Exchange. Shareholders of Valley Forge Composite Technologies, Inc. will receive an information statement, which discloses, among other information, their rights to dissent from the transaction in accordance with Subchapter D, Section, 15 of the BCL, which is comprised of sections 1571 through 1580 (hereafter “Subchapter D”), and the text of 15 Pa.C.S. § 1931(d) of the BCL.

FOURTH:The full text of the Plan of Share Exchange is on file at the principal place of business of the reorganized Company. The address of the reorganized company is Valley Forge Composite Technologies, Inc. 628 Jamie Circle, King of Prussia, PA 19406.

FIFTH:Pursuant to the Plan of Share Exchange, on July 5, 2006, Tony N. Frudakis resigned as a director and officer of Quetzal Capital 1, Inc., and Louis J. Brothers and Larry K. Wilhide were appointed as the new directors.

SIXTH:The effective date of the Plan of Share Exchange is July 6, 2006.

IN WITNESS THEREOF, Quetzal Capital 1, Inc., and Valley Forge Composite Technologies, Inc., have caused these Articles and Plan of Share Exchange to be executed in their respective names and on their behalf by their respective authorized persons on the 6^th day of July, 2006.

QUETZAL CAPITAL 1, INC.	VALLEY FORGE COMPOSITE TECHNOLOGIES, INC
/s/ Tony N. Frudakis	/s/ Louis J. Brothers
Tony N. Frudakis	Louis J. Brothers
President	President

EX-10.1

EXHIBIT 10.1

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT	1
RECITALS	2
AGREEMENT	2
1. DEFINITIONS.	2
1.1 "Register", "registered" and "registration”	2
1.2 "Registration Statement	2
1.3 "Rule 144”	2
1.4 "EARLY FINANCING SECURITIES	3
1.5 "Third-Party Demand Stockholder”	3
2. TRANSFER OF REGISTRATION RIGHTS.	3
3. REQUIRED REGISTRATION RIGHTS.	3
3.1 Required Registration of EARLY FINANCING SECURITIES.	3
3.2 Required Registration Procedures.	3
3.3 Notice Procedure.	5
3.4. Liquidated Damages for Failure to File Registration Statement.	5
4. INCIDENTAL REGISTRATION RIGHTS.	6
4.1 Incidental Registration.	6
4.2 Incidental Registration Procedures.	6
5. EXPENSES.	6
6. FURTHER INFORMATION.	6
7. TIME-LIMITED NON-DILUTION OF CERTAIN EARLY FINANCING SECURITIES.	6
8. MISCELLANEOUS.	7
8.1 Notices.	7
8.2 Headings.	7
8.3 Choice of Law.	8
8.4 Successors and Assigns.	8
8.5 Waiver.	8
8.6 Amendments.	8
8.7 Severability.	8
8.8 Counterparts.	8
8.9 Entire Agreement.	8
EXHIBIT A: NOTICE AND QUESTIONNAIRE	10

-1-

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of July 6, 2006, by and among QUETZAL CAPITAL 1, INC., a Florida corporation ("QC1"), Coast To Coast Equity Group, Inc. (“COAST”), Quetzal Capital Funding 1, Inc. (“QCF”), and certain of private equity sponsors (collectively with COAST and QCF, the "SHAREHOLDERS"). Capitalized terms used and not otherwise defined in this Agreement shall have the meanings given to them in the Share Exchange Agreement (as defined below).

RECITALS

WHEREAS, simultaneously with the execution and delivery of this Agreement, QC1 and Valley Forge Composite Technologies, Inc. (“VFCT”), a Pennsylvania corporation are entering into that certain Share Exchange Agreement (the "Share Exchange Agreement"), dated as of even date herewith;

WHEREAS, generally in connection with the transactions contemplated by the Share Exchange Agreement, and specifically pursuant to Sections 7.8 and 7.9 of the Share Exchange Agreement, QC1 has covenanted to register with the Securities and Exchange Commission (“SEC”) certain transactions in the securities of QC1 for the benefit of the SHAREHOLDERS in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants, agreements and representations and warranties set forth herein, the parties to this Agreement, intending to be legally bound, hereby agree as follows:

AGREEMENT

1. DEFINITIONS. As used in this Agreement, the following terms shall have the following respective meanings:

1.1 "Register", "registered" and "registration" shall refer to a registration of the offering and sale or resale of EARLY FINANCING SECURITIES effected by preparing and filing a registration statement in compliance with the Securities Act of 1933, as amended (“Securities Act”), and the declaration or ordering of the effectiveness of such registration statement by the SEC.

1.2 "Registration Statement" shall mean a registration statement (including, without limitation, the related prospectus contained in such registration statement) of QC1 under the Securities Act on Form SB-2 (or any successor form thereto) or, in the event that QC1 is not then eligible to use Form SB-2, on any other SEC Securities Act registration form selected by QC1 for which it then qualifies and which permits the sale thereunder of the number and type of EARLY FINANCING SECURITIES to be included therein in accordance with this Agreement by the applicable Holders (as defined in Section 2 below) in the manner described therein. The term "Registration Statement" shall also include all exhibits, financial statements, schedules and documents incorporated by reference in such Registration Statement when it becomes effective under the Securities Act, and in the case of the references to the Registration Statement as of a date subsequent to its effective date, all amendments or supplements to such Registration Statement as of such subsequent date.

1.3 "Rule 144" shall mean Rule 144 promulgated under the Securities Act and any successor rule thereto providing for an exemption from registration for re-sales of restricted securities.

-2-

1.4 "EARLY FINANCING SECURITIES " shall mean these elements of the authorized shares of the common stock of QC1:

(a) Three million (3,000,000) shares reserved for warrants for COAST pursuant to the CONSULTING AGREEMENT of even date herewith;

(b) Five Million (5,000,000) shares of which Four Million Five Hundred Thousand (4,500,000) shares are reserved for capital raising for QC1 and including therein any purchasers of any part of such Five Million shares in private transactions prior to the effective date of a Registration Statement, and Five Hundred Thousand (500,000) shares are reserved for advertising, including any investor relations or public relations expenses; and

(c) Five million (5,000,000) shares held by QCF;

provided, however, that, as to any particular EARLY FINANCING SECURITIES, such EARLY FINANCING SECURITIES will cease to be EARLY FINANCING SECURITIES when it: (i) has been sold pursuant to a Registration Statement or in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act; or (ii) can then be sold by the Holder (as defined in Section 2 below) thereof without registration under the Securities Act pursuant to Rule 144 under the Securities Act; provided that, as set forth in Section 7, non-dilution rights may continue to apply, and provided that an assignment of a Holder’s warrants or common stock shall not constitute a sale for the definitional purposes of Section 1.4.

1.5 "Third-Party Demand Stockholder" means any person (the “First Person”) having the right to require that QC1 effect a registration under the Securities Act of QC1 securities owned by such First Person, other than pursuant to this Agreement, and includes any other person exercising incidental rights of registration pursuant to the agreement under which such First Person has the right to require registration by QC1.

2. TRANSFER OF REGISTRATION RIGHTS. Each SHAREHOLDER may assign and delegate its rights and obligations pursuant to this Agreement to any person, party or parties to which it may from time to time transfer some or all of the EARLY FINANCING SECURITIES held by such SHAREHOLDER in accordance with the terms of this Agreement. During the time each SHAREHOLDER, and each subsequent transferee who so agrees to be bound, continues to hold EARLY FINANCING SECURITIES, it shall be referred to as a "Holder."

3. REQUIRED REGISTRATION RIGHTS.

3.1 Required Registration of EARLY FINANCING SECURITIES. As promptly as practicable after the Effective Date of the Share Exchange Agreement (defined in Section 2 of the Share Exchange Agreement as “the date and time specified in this Share Exchange Agreement or on such other date as shall be mutually agreed to by VFCT and Public Company” and is referred to herein as the “Effective Date”), but in no event later than thirty (30) days after QC1 obtains a shareholder base of 35 shareholders, QC1 agrees to file a Registration Statement to register the resale of all of the EARLY FINANCING SECURITIES. QC1 shall have made its best efforts to cause the SEC to declare the Registration Statement effective no later than the one hundred-eightieth (180th) day following the date the Registration Statement is filed with the SEC (the "Registration Deadline").

3.2 Required Registration Procedures.

(a) Using the procedure set forth in Section 3.3, QC1 shall advise the Holders as to the initiation of the registration process contemplated by Section 3.1 and as to the completion thereof. In addition, subject to Section 3.1 and Section 3.2, QC1 shall, to the extent applicable to any Registration Statement filed pursuant thereto:

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(i) prepare and file with the SEC such amendments and supplements to the Registration Statement as may be necessary to keep such Registration Statement continuously effective and free from any material misstatement or omission of facts necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading and comply with provisions of the Securities Act with respect to the disposition of all EARLY FINANCING SECURITIES covered thereby during the periods referred to in Section 3.1 and Section 3.2;

(ii) notify the Holders promptly when the Registration Statement is declared effective by the SEC and furnish to each Holder such number of prospectuses, including preliminary prospectuses, and other documents incident thereto as the Holders may reasonably request from time to time;

(iii) use its best efforts to register or qualify such EARLY FINANCING SECURITIES under such other securities or blue sky laws of such jurisdictions of the United States where an exemption is not available and as the Holders may reasonably request to enable such Holder or Holders to consummate the disposition in such jurisdiction of such EARLY FINANCING SECURITIES; provided, however, that in no event will QC1 be required to: (a) qualify generally to do business in any jurisdiction where it would not otherwise be required to be so qualified; (b) consent to general service of process in any such jurisdiction; or (c) subject itself to taxation in any jurisdiction where it is not already subject to taxation;

(iv) use its best efforts to cause all such EARLY FINANCING SECURITIES to be quoted on the Over The Counter Bulletin Board;

(v) with a view to making available to the Holders the benefits of certain rules and regulations of the SEC that at any time permit the sale of the EARLY FINANCING SECURITIES to the public without registration, so long as any EARLY FINANCING SECURITIES are outstanding, use its best efforts for a period of two (2) years following the effective date of the CONSULTING AGREEMENT dated of even date herewith:

(1) to make and keep public information regarding QC1 available, as those terms are understood and defined in Rule 144(c); and

(2) to file with the SEC in a timely manner all reports and other documents required of QC1 under the Exchange Act.

(vi) advise the Holders promptly after receiving notice or obtaining knowledge of the existence of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purpose, use its best efforts to obtain the withdrawal of any such order suspending the effectiveness of the Registration Statement at the earliest possible time, and promptly notify the Holders of the lifting or withdrawal of any such order.

(b) Notwithstanding anything stated or implied to the contrary in this Section 3, QC1 shall not be required to consent to, participate or cooperate in connection with any underwritten offering of the EARLY FINANCING SECURITIES or to any specific underwriter participating in any underwritten public offering of the EARLY FINANCING SECURITIES.

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(c) From and after the date the Registration Statement is declared effective, QC1 shall, as promptly as practicable: (i) if required by applicable law, file with the SEC a post-effective amendment to the Registration Statement or prepare and, if required by applicable law, file a supplement to the related prospectus or an amendment or supplement to any document incorporated therein by reference or file any other required document so that each Holder, including Holders who became Holders after the filing of the Registration Statement or any amendments, is named as a selling stockholder in the Registration Statement and so that such Holder is permitted to deliver such prospectus to purchasers of the EARLY FINANCING SECURITIES in accordance with applicable law and, if QC1 shall file a post-effective amendment to the Registration Statement, use its best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as practicable; (ii) provide such Holder copies of any documents filed pursuant to this Section; and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to this Section.

3.3 Notice Procedure. QC1 will give written notice to each Holder of its intention to do so not later than ten (10) days prior to the anticipated filing date of the applicable Registration Statement. Any Holder may elect to participate in such registration on the same basis as the planned method of distribution contemplated by the proposed Registration Statement by delivering to QC1 written notice of its election, in the form of the Notice and Questionnaire attached hereto, within five (5) days after its receipt of QC1's notice pursuant to this Section 3.3. A Holder's election pursuant to this Section 3.3 must: (i) specify the amount of EARLY FINANCING SECURITIES desired to be included in such Registration Statement by such Holder; and (ii) include any other information that QC1 reasonably requests to be included in such Registration Statement. Upon its receipt of a Holder's election pursuant to this Section 3.3, QC1 will use its best efforts to include in such Registration Statement all EARLY FINANCING SECURITIES requested to be included.

3.4. Liquidated Damages for Failure to File Registration Statement. In the event that the Registration Statement has not been filed on or prior to the Registration Deadline, then in addition to any other rights the Holders may have hereunder or under applicable law, for each thirty (30) day period (each, "Liquidated Damages Period") following such Registration Deadline until the date on which the Registration Statement is first filed or is no longer required to be filed pursuant to this Agreement, QC1 shall pay to each Holder an amount in cash, or the cash equivalent in QC1 common stock having the same registration and non-dilution rights as the EARLY FINANCING SECURITIES, as liquidated damages and not as a penalty, equal to such Holder's Pro Rata Percentage of: (i) on the final day of each of the first three (3) Liquidated Damages Periods, one percent (1.0%) of the product of (a) the aggregate number of EARLY FINANCING SECURITIES then held by the Holders, and including those QC1 securities for which the SHAREHOLDER or Holder is entitled to receive by virtue of such SHAREHOLDER or Holder having paid the appropriate consideration, exercised a warrant, or come into possession of a negotiable QC1 common stock certificate, multiplied by (b) the 60-Day Volume Weighted Average Price (“VWAP”); and (ii) on the final day of each Liquidated Damages Period following the third (3rd) Liquidated Damages Period, one and one-half percent (1.5%) of the product of (a) the aggregate number of EARLY FINANCING SECURITIES then held by the Holders, multiplied by (b) the 60-Day VWAP. Once the Registration Statement has been declared effective, QC1 shall thereafter maintain the effectiveness of the Registration Statement until the earlier of: (i) the date on which all of the EARLY FINANCING SECURITIES held by the Holders have been sold pursuant to the Registration Statement or Rule 144; or (ii) such time as QC1 reasonably determines, based on the advice of counsel, that each Holder, acting independently of all other Holders, will be eligible to sell under Rule 144 all of the EARLY FINANCING SECURITIES then owned by such Holder within the volume limitations imposed by Rule 144(e) in the three (3) month period immediately following the termination of the effectiveness of the Registration Statement. Notwithstanding the foregoing, QC1's obligations contained in this Section 3.1 shall terminate on the second (2nd) anniversary of the effective date of the CONSULTING AGREEMENT dated of even date herewith.

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4. INCIDENTAL REGISTRATION RIGHTS.

4.1 Incidental Registration. Subject to Section 4.2, if at any time prior to the filing of a Registration Statement in connection with a Required Registration, QC1 may register under the Securities Act any shares of the same class as any of the EARLY FINANCING SECURITIES (whether in an underwritten public offering or otherwise and whether or not for the account of QC1 or for any stockholder of QC1), in a manner that would permit the registration under the Securities Act of EARLY FINANCING SECURITIES and for sale to the public, QC1 will give written notice to each Holder of its intention to do so not later than ten (10) days prior to the anticipated filing date of the applicable Registration Statement. Any Holder may elect to participate in such registration on the same basis as the planned method of distribution contemplated by the proposed Registration Statement shall use the procedure in Section 3.3 above. Any registration of EARLY FINANCING SECURITIES pursuant to this Section 4.1 is referred to as an "Incidental Registration," and any Holder whose EARLY FINANCING SECURITIES are included at the request of such Holder in an Incidental Registration pursuant to this Section 4.1 is referred to as a "Selling Stockholder."

4.2 Incidental Registration Procedures. Whenever QC1 is obligated to effect the Incidental Registration of any EARLY FINANCING SECURITIES, QC1 shall, to the extent applicable, follow the procedures in Section 3.2 above.

5. EXPENSES. Except as required by law, all expenses incurred by QC1 in complying with its obligations to effect any Required Registration and any Incidental Registration pursuant to this Agreement, including, without limitation, all: (i) registration, application, qualification, filing, listing, transfer and registrar fees; (ii) printing expenses; (iii) fees and disbursements of counsel and accountants for QC1; and (iv) blue sky fees and expenses (including, without limitation, fees and disbursements of counsel related to all blue sky matters) incurred in connection with any registration, qualification or compliance pursuant to Sections 3 and 4 shall be borne by QC1. All underwriting or brokerage discounts and selling commissions applicable to a sale incurred in connection with any registration of EARLY FINANCING SECURITIES and the legal fees and other expenses of a Holder or Selling Stockholder shall be borne by such Holder or Selling Stockholder.

6. FURTHER INFORMATION. Each Holder, in the case of a Required Registration, and each Selling Stockholder, in the case of an Incidental Registration, shall cooperate with QC1 in connection with the preparation of the Registration Statement, and for so long as QC1 is obligated to keep the Registration Statement effective, such Holder or Selling Stockholder shall provide to QC1, in writing, for use in the Registration Statement, all information regarding such Holder or Selling Stockholder, its intended method of disposition of the applicable EARLY FINANCING SECURITIES and such other information as QC1 may reasonably request to prepare the Registration Statement and to maintain the currency and effectiveness thereof. Each Holder and each Selling Stockholder shall indemnify QC1 with respect to such information in accordance with Section 8.

7. TIME-LIMITED NON-DILUTION OF CERTAIN EARLY FINANCING SECURITIES. QC1 shall execute and deliver all such documents, instruments, schedules, forms, and certificates, and amend and restate its bylaws and articles of incorporation as may be necessary to guarantee that all EARLY FINANCING SECURITIES, including any EARLY FINANCING SECURITIES assigned by a Holder, will be non-diluted through the effects of future corporate actions or restructurings up to the following dates:

(a) For three million (3,000,000) shares reserved for warrants for COAST pursuant to the CONSULTING AGREEMENT of even date herewith, the date two years from the effective date of a Registration Statement;

(b) For the five million (5,000,000) shares held by QCF, the date two years from the effective date of a Registration Statement; and

(c) For any shares of QC1 purchased from QC1 by COAST or Quetzal Capital Funding 1, Inc., the date two (2) years from the effective date of a Registration Statement;

provided that the applicable time period for any particular share shall terminate earlier on the date such share is sold. “Non-diluted” means that EARLY FINANCING SECURITIES, while possessed by any Holder or assignee, as part of its non-dilution rights, shall continue to have the same percentage of ownership and the same percentage of voting rights of the class of QC1 common stock of which it is a part as of the Effective Date regardless whether QC1 or its successors or its assigns may thereafter increase or decrease the authorized number of shares of QC1 common stock or increase or decrease the number of shares issued and outstanding. No provision of this Agreement shall be interpreted otherwise.

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8. MISCELLANEOUS.

8.1 Notices.

A.All notices, consents, waivers, or other communications which are required or permitted hereunder shall be in writing and deemed to have been duly given if delivered personally or by messenger, transmitted by telex or telegram, by express courier, or sent by registered or certified mail, return receipt requested, postage prepaid. All communications shall be addressed to the appropriate address of each party as follows:

If to VFCT/QC1:	If to Coast To Coast Equity Group, Inc.:
Attention: Louis J. Brothers	Attention: Charles J. Scimeca
628 Jamie Circle	9040 Town Center Parkway
King of Prussia, PA 19406	Bradenton, FL 34202
If to Quetzal Capital Funding 1, Inc.:
Attention: Tony Frudakis
9040 Town Center Parkway
Bradenton, FL 34202.

B.For purposes of notice, the address of each Party will be the address first set forth above; provided, however, that each Party will have the right to change its respective address for notices hereunder to another location by giving ten (10) days advance written notice to the other Party in the manner set forth above.

C.All such notices shall be deemed to have been given on the date delivered, transmitted, or mailed in the manner provided above.

8.2 Headings. The bold-face headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

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8.3 Choice of Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, without giving effect to the principles of conflict of law thereof. Each of the parties agrees that it may be served with process in any action with respect to this Share Exchange Agreement or the transactions contemplated thereby by certified or registered mail, return receipt requested, or to its registered agent for service of process.

8.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, if any, and, with respect to each SHAREHOLDER and Holder, such SHAREHOLDER’S or Holder’s heirs, executors and administrators.

8.5 Waiver. No failure on the part of any person to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any person in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No Person shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such person, and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

8.6 Amendments. This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of QC1 and the SHAREHOLDERS.

8.7 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement; the balance of the Agreement shall be interpreted as if such provision were so excluded, and the balance of the Agreement shall be enforceable in accordance with its terms.

8.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

8.9 Entire Agreement. This Agreement, together with each of the other Share Exchange Agreement documents, schedules, and exhibits hereto and thereto, set forth the entire understanding of the parties hereto relating to the subject matter hereof and thereof and supersede all prior agreements and understandings among or between any of the parties relating to the subject matter hereof and thereof.

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IN WITNESS WHEREOF, the parties have duly executed this REGISTRATION RIGHTS AGREEMENT as of the Date above.

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.	SHAREHOLDERS
/s/ Louis J. Brothers	/s/ Charles J. Scimeca
Louis J. Brothers	Charles J. Scimeca
President	Director Coast To Coast Equity Group, Inc.

QUETZAL CAPITAL 1, INC.
/s/ Louis J. Brothers	/s/ Tony Frudakis
Louis J. Brothers	Tony Frudakis
President	President Quetzal Capital Funding 1, Inc.

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EXHIBIT A

NOTICE AND QUESTIONNAIRE

The undersigned beneficial holder of Early Financing Securities of Quetzal Capital 1, Inc. ("QC1") understands that QC1 has filed or intends to file with the Securities and Exchange Commission (the "SEC") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), for the registration and resale of the Early Financing Securities in accordance with the terms of the Registration Rights Agreement, dated as of March 15, 2006 (the "Registration Rights Agreement"), by and among QC1 and certain of its shareholders and prospective warrant holders. The Registration Rights Agreement is available from QC1 upon request at the address set forth below.

In order to sell or otherwise dispose of any Early Financing Securities pursuant to the Registration Statement, a beneficial owner of Early Financing Securities generally will be required to be named as a selling security holder in the related prospectus, deliver a prospectus to purchasers of Early Financing Securities and be bound by the Registration Rights Agreement. Beneficial owners that do not complete this Notice and Questionnaire and deliver it to QC1 as provided below will not be named as selling security holders in the prospectus and therefore will not be permitted to sell any Early Financing Securities pursuant to the Registration Statement.

Certain legal consequences may arise from being named as selling security holders in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Early Financing Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling security holder in the Registration Statement.

Notice

The undersigned beneficial owner (the "Selling Stockholder") of Early Financing Securities hereby requests that QC1 include in the Registration Statement the Early Financing Securities beneficially owned by it and listed below in Item 3 (unless otherwise specified under Item 3) pursuant to the Registration Statement. The undersigned Selling Stockholder, by signing and returning this Notice and Questionnaire, understands that it will be bound by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement.

The undersigned Selling Stockholder hereby provides the following information to QC1 and represents and warrants that such information is accurate and complete:

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Questionnaire

1.(a) Full Legal Name of Selling Stockholder:

(b) Full legal name of registered holder (if not the same as (a) above) through which Early Financing Securities listed in Item 3 below are held:

(c) Full legal name of broker-dealer or other third party through which Early Financing Securities listed in Item 3 below are held:

(d) Full legal name of DTC participant (if applicable and if not the same as (b) or (c) above) through which Early Financing Securities listed in Item 3 below are held:

2. Address for Notices to Selling Stockholder:

Telephone:

Fax:

Contact Person:

3.Beneficial ownership of Early Financing Securities:

Unless otherwise indicated in the space provided below, all shares of QC1 Common Stock listed in response to Item 3 above will be included in the Registration Statement. If the undersigned does not wish all such shares of common stock to be so included, please indicate below the number of shares to be included:

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4.Beneficial Ownership of QC1's securities owned by the Selling Stockholder:

Except as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of QC1 other than the Early Financing Securities listed above in Item 3.

(a)Type and amount of other securities beneficially owned by the Selling Stockholder:

(b)CUSIP No(s). of such other securities beneficially owned:

5.Relationship with QC1:

Except as set forth below, neither the undersigned nor any of its Affiliates, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with QC1 (or its predecessors or Affiliates) during the past three years.

State any exceptions to the foregoing here:

The Selling Stockholder acknowledges that it understands its obligation to comply with the provisions of the Exchange Act, and the rules promulgated thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations) and the provisions of the Securities Act relating to prospectus delivery, in connection with any offering of Early Financing Securities pursuant to the Registration Statement. The Selling Stockholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions.

In accordance with the undersigned Selling Stockholder's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement, the undersigned Selling Stockholder agrees to promptly notify QC1 of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in accordance with Section 8.1 of the Registration Rights Agreement.

In the event any Selling Stockholder transfers all of the Early Financing Securities listed in Item 3 above after the date on which such information is provided to QC1, the Selling Stockholder will notify the transferees at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement.

By signing below, the Selling Stockholder consents to the disclosure of the information contained herein in its answers to Items 1-5 above and the inclusion of such information in the Registration Statement. The Selling Stockholder understands that such information will be relied upon by QC1 without independent investigation or inquiry in connection with the preparation or amendment of the Registration Statement.

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IN WITNESS WHEREOF, the undersigned Selling Stockholder, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its authorized agent.

Selling Stockholder:

By:_____________________________________

Printed Name:____________________________

Title:____________________________________

Dated:___________________________________

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:

QUETZAL CAPITAL 1, INC.

628 Jamie Circle

King of Prussia, PA 19406

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EX-10.2

EXHIBIT 10.2

CONSULTING SERVICES AGREEMENT

THIS CONSULTING SERVICES AGREEMENT (the “Agreement”) is made and entered into on the this 6^th day of July, 2006, by and between Coast To Coast Equity Group, Inc., a Florida corporation (“Consultant”), with its principal place of business at 9040 Town Center Parkway, Bradenton, FL 34202, and Quetzal Capital 1, Inc., a Florida corporation with its principal place of business at 628 Jamie Circle King of Prussia, PA 19406 (“QC1”) (QC1 and Consultant being hereinafter collectively referred to as the “Parties” and generically as a “Party”).

WITNESSETH:

WHEREAS, Consultant is in the business of providing services to public companies pertaining to dissemination of information to their shareholders and the investment community, as required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for purposes of improving such public companies’ capital-raising abilities and in order to provide liquidity in the trading of their securities; and

WHEREAS, QC1 desires to develop a program for dissemination of information pursuant to its obligations under the Exchange Act in compliance with the restrictions on dissemination of material inside information contained in Regulation FD, Sections 20 and 21A of the Exchange Act, federal and state anti-spamming laws, and in compliance with the requirements of Section 17(b) of the Securities Act of 1933, as amended (the “Securities Act”), and deems it to be in its best interest to retain Consultant to render to QC1 such services as may be needed; and

WHEREAS, Consultant is ready, willing and able to render such services to QC1 as hereinafter described on the terms and conditions more fully set forth below:

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Consulting Services.

I.Agreement to Provide Consulting Services

A.1.QC1 hereby retains Consultant as an independent contractor to QC1, and Consultant hereby accepts and agrees to such retention.

2.Consultant will render to QC1 the services agreed herein as an independent services consultant.

3.Consultant will assist QC1 to disseminate information pursuant to its obligations under the Exchange Act and in compliance with the restrictions on dissemination of material inside information pursuant to Section 17(b) of the Securities Act and in compliance with federal and state anti-spamming laws.

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4.Consultant will:

a.Organize and disseminate corporate information to potential investors as part of its investor relations services in compliance with applicable laws;

b.Appoint and pay for a legal counsel in connection with the preparation of corporate authorizations, board minutes, agreements, and proxy agreements on behalf of QC1 in order for QC1 to fulfill its prerequisites to execution of the Share Exchange Agreement of even date herewith.

c.Maintain a branch office and all expenses thereof wherever Consultant’s office is located area for the benefit of QC1 for the two (2) year period following the effective date of the Share Exchange Agreement.

5.Consultant will not directly or through intermediaries, perform any activities that would constitute violations of federal or applicable state securities or other laws either on behalf of QC1 or Consultant.

B.1.It is acknowledged and agreed by QC1 that Consultant carries no professional licenses and is not rendering legal advice, performing accounting services or acting as an investment advisor or broker-dealer within the meaning of applicable state and federal securities laws.

2.It is further acknowledged and agreed by QC1 that the services to be provided to QC1 hereunder are presently not contemplated to be rendered in connection with the offer and sale of securities in a capital-raising transaction, such as would require registration as a broker or dealer in securities under applicable state or federal securities laws.

3.The services of Consultant will not be exclusive to QC1 nor will Consultant necessarily be the sole consultant appointed by QC1.

II.Independent Contractor.

A.1.Consultant agrees to perform its consulting duties hereto as an “independent contractor” as that term is defined under the Internal Revenue Code.

2.Nothing contained herein will be considered as creating an employer-employee relationship between the Parties to this Agreement.

B.The Parties acknowledge and agree that Consultant shall guarantee to conduct its operations and provide its services in a professional manner in accordance with good industry practice and applicable laws.

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III.Time, Place and Manner of Performance.

A.Consultant will be available for advice and counsel to the officers and directors of QC1 at such reasonable and convenient times and places as may be necessary or agreed upon.

B.Except as aforesaid, the time, place and manner of performance of the services hereunder, including the amount of time to be allocated by Consultant to any specific service, will be determined at the sole discretion of Consultant.

IV Term of Agreement.

A.This Agreement is for an initial term of two (2) years from date of full execution.

B.This Agreement shall commence upon the closing of the Share Exchange Agreement of even date herewith.

C.This Agreement may be terminated prior to the end of its initial term by QC1 for cause, after providing Consultant with specific written notice of the basis for such cause, which, except as otherwise required by applicable law, shall be limited to:

1.Any willful breach of duty by Consultant; or

2.Any material breach by Consultant of its obligations under this Agreement.

V.Compensation and Expenses.

A.Compensation. As compensation for its services pursuant to this Agreement, Consultant shall be entitled to a maximum of three million (3,000,000) warrants to purchase a maximum of three million (3,000,000) shares of QC1’s common stock. The warrants shall be issued in accordance with the specific terms and conditions of the Warrant Agreement to be entered into simultaneously with this Agreement. All 3,000,000 warrants and the 3,000,000 shares underlying the warrants will be registered in a registration statement filed with the SEC as set forth in the Registration Rights Agreement of even date herewith.

B.Vesting of Warrants. Title and right to all 3,000,000 warrants shall vest in Consultant’s name upon execution of this Agreement regardless of the occurrence of any subsequent event, including, but not limited to, the cancellation of this Agreement for any reason by either Party.

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C.Non-Dilution of Warrants and Underlying Securities. Each warrant representing the right to exercise the purchase of an underlying share of common stock of QC1, and each share of underlying common treasury stock of QC1 reserved for such warrant, shall maintain its relative percentage of QC1’s ownership in a 1:53,000,000 ratio regardless of any change in authorized stock subsequent hereto. This non-dilution right shall be in effect for the two (2) year period following the effective date of this Agreement.

D.Expenses. QC1 shall bear all investor relations and public relations expenses incurred in rendering Consultant’s duties in this Agreement, including the expenses of the services set forth in section I.A.4.b. above, provided that Consultant’s responsibility to bear the expenses of legal counsel shall cease upon QC1’s execution of the Share Exchange Agreement, and except for the agreement for Consultant to pay certain expenses in section I.A.4.c. above. QC1 shall at all times bear the cost of its accounting and auditing requirements under the federal securities laws.

VI.Duties and Obligations of QC1.

A.QC1 will furnish to Consultant such current information and data as necessary for Consultant to understand and base its advice to QC1, and will provide such current information on a regular basis, including at a minimum:

1.Financial Information: Current balance sheet, income statement, cash flow analysis and sales projections; officers and directors’ résumés or curriculum vitae; and,

2.Shareholder Information: Shareholder(s) list; debenture or common or preferred stock or option or warrant agreements which may affect the number of shares to be issued or outstanding, provided that Consultant may not sell, transfer or use any of such information for any purpose other than performance of its obligations under this Agreement.

B.QC1 will furnish Consultant with full and complete copies of all filings with all federal and state securities agencies, with full and complete copies of all shareholder reports and communications whether or not prepared with assistance of Consultant; and with all data and information supplied to any analyst, broker/dealer, market-maker, or any other member of the financial community.

C.During the term of this Agreement, QC1 will notify Consultant of any private or public offering of its securities, including those registered with the Securities Exchange Commission on Forms S-8 or pursuant to Regulations A, at least one day prior to the time they are filed, in order to permit Consultant to terminate any activities that would violate QC1’s obligations under the Securities Act to refrain from public information related activities during any so called “quiet periods.”

D.QC1 will be responsible for advising Consultant of any information or facts which would affect the accuracy of any prior data and information furnished to Consultant.

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E.QC1 will be responsible for the filing of a registration statement as agreed in the Registration Rights Agreement to register the warrants and shares authorized pursuant to this Agreement. Failure to file a registration statement will subject QC1 to the liquidated damages provided in Section 3.4 of the Registration Rights Agreement.

VII.Confidentiality.

A.Consultant recognizes and acknowledges that it has and will have access to certain confidential information and trade secrets of QC1 and its affiliates that are the valuable, special and unique assets and property of QC1 and such affiliates.

B.Consultant will not, during the term of this Agreement or thereafter, disclose, without the prior written consent or authorization of QC1, any of such information to any person, for any reason or purpose whatsoever.

C.In this regard, Consultant agrees that authorization or consent to disclose by QC1 may be conditioned upon the disclosure being made pursuant to a secrecy agreement, protection order, provision of statute, rule, regulation or procedure under which the confidentiality of the information is maintained in the hands of the person to whom the information is to be disclosed or in compliance with the terms of a judicial order or administrative process.

VIII.Conflict of Interest.

A.Subject to its obligation to maintain the confidentiality of QC1’s confidential or proprietary information, Consultant will be free to perform services for other persons.

B.1.Consultant will notify QC1 in writing of its intent to perform services for any other person when doing so is reasonably possible to conflict with its obligations under the Agreement.

2.Upon receiving such notice, QC1 may terminate this Agreement or consent to Consultant’s outside consulting activities.

IX.Disclaimer of Responsibility for Acts of Other Party.

A.1.The obligations of Consultant described in this Agreement consist of the furnishing of information and advice to QC1 in the form of services.

2.In no event will Consultant be required by this Agreement to represent or make management decisions for QC1.

3.All final decisions with respect to acts and omissions of QC1 or any affiliates and subsidiaries, will be those of QC1 or such affiliates and subsidiaries, and Consultant will under no circumstances be liable for any expense incurred or loss suffered by QC1 as a consequence of such acts or omissions.

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B.QC1 will not be responsible for policing the actions of Consultant or its agents or employees, whether or not related to the services provided under this Agreement but instead, is relying on the directives in this Agreement that all actions undertaken by Consultant or its agents or employees on behalf of QC1, whether under this Agreement or otherwise, will be in full compliance with all applicable laws and their implementing rules and regulations, as well as in compliance with the legally recognized rights of third Parties, whether pursuant to specific codes, statutes or common law. Consequently, QC1 shall not be responsible to anyone for any expense incurred or loss suffered by it as a consequence of any acts or omissions by Consultant or its agents or employees.

X.Indemnification.

A.QC1 will protect, defend, indemnify and hold Consultant and its assigns and attorneys, accountants, employees, officers and directors harmless from and against all losses, liabilities, damages, judgments, claims, counterclaims, demands, actions, proceedings, costs and expenses (including reasonable attorneys’ fees) of every kind and character resulting from, relating to or arising out of (a) the inaccuracy, non-fulfillment or breach of any representation, warranty, covenant or agreement made by QC1; or (b) any legal action, including any counterclaim, based on any representation, warranty, covenant or agreement made by QC1 herein; or (c) gross negligence or willful misconduct by QC1.

B.Consultant will protect, defend, indemnify and hold harmless QC1 and its assigns and attorneys, accountants, employees, officers and directors harmless from and against all losses, liabilities, damages, judgments, claims, counterclaims, demands, actions, proceedings, costs and expenses (including reasonable attorneys’ fees) of every kind and character resulting from, relating to or arising out of (a) the inaccuracy, non-fulfillment or breach of any representation, warranty, covenant or agreement made by Consultant; or (b) any legal action, including any counterclaim, based on any representation, warranty, covenant or agreement made by Consultant herein or (c) gross negligence or willful misconduct by Consultant.

XI.Notices.

A.All notices, consents, waivers, or other communications which are required or permitted hereunder shall be in writing and deemed to have been duly given if delivered personally or by messenger, transmitted by telex or telegram, by express courier, or sent by registered or certified mail, return receipt requested, postage prepaid. All communications shall be addressed to the appropriate address of each party as follows:

If to QC1:	If to Coast To Coast Equity Group, Inc.:
Attention: Louis J. Brothers	Attention: Charles J. Scimeca
628 Jamie Circle	9040 Town Center Parkway
King of Prussia, PA 19406	Bradenton, FL 34202

B.For purposes of notice, the address of each Party will be the address first set forth above; provided, however, that each Party will have the right to change its respective address for notices hereunder to another location by giving ten (10) days advance written notice to the other Party in the manner set forth above.

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C.All such notices shall be deemed to have been given on the date delivered, transmitted, or mailed in the manner provided above.

XII.Miscellaneous Provisions.

A.Any waiver by either Party of a breach of any provision of this Agreement by the other Party will not operate or be construed as a waiver of any subsequent breach by any Party.

B.This Agreement and the rights and obligations of Consultant hereunder may not be assigned without the written consent of the other Party.

C.It is the intention of the Parties that:

1.This Agreement and the performance hereunder and all suits and special proceedings hereunder be construed in accordance with the laws of the State of Florida, other than those pertaining to conflict of law.

2.In any action, special proceeding or other proceeding that may be brought arising out of, in connection with or by reason of this Agreement, the laws of the State of Florida, other than those pertaining to conflict of law, will be applicable and will govern to the exclusion of the law of any other forum, without regard to the jurisdiction on which any action or special proceeding may be instituted.

D.All agreements and covenants contained herein are severable and in the event any of them will be held to be invalid by any competent court, the Agreement will be interpreted as if such invalid agreements or covenants were not contained herein and the court will be, and is hereby authorized by the Parties, to craft such alternative legally enforceable provision in place of the one deemed unenforceable as will most closely reflect the inferred intent of the Parties.

E.This Agreement constitutes and embodies the entire understanding and agreement of the Parties and supersedes and replaces all prior understandings, agreements and negotiations between the Parties.

F.1.Any waiver, alteration, or modification of any of the provisions of this Agreement will be valid only if made in writing and signed by the Parties.

2.Each Party hereto, may waive any of its rights hereunder without effecting a waiver with respect to any subsequent occurrences or transactions hereof.

G.Any controversy between the Parties involving any dispute or claim by, through or under, or the construction or application of any terms, covenants, or conditions of, this Agreement will, to the extent permitted by law, be held in the State of Florida, and all of the Parties executing this Agreement consent to the jurisdiction of such courts and shall not commence any action relating to this Agreement in any other jurisdiction.

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H.1.This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument.

2.a.Execution and delivery of this Agreement by exchange of facsimile copies bearing the facsimile signature of a Party hereto will constitute a valid and binding execution and delivery of this Agreement by such Party.

b.Such facsimile copies will constitute enforceable original documents.

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IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement, effective as of the date set forth above.

QUETZAL CAPITAL 1, INC.

By: /s/ Louis J. Brothers, President

Louis J. Brothers, President

COAST TO COAST EQUITY GROUP, INC.

By: /s/ Charles J. Scimeca, President

Charles J. Scimeca, President

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EX-10.3

EXHIBIT 10.3

WARRANT AGREEMENT

THIS WARRANT AGREEMENT is made and entered into on this 6^th day of July, 2006, by and between Quetzal Capital 1, Inc., a Florida corporation (the “Issuer”) and Coast To Coast Equity Group, Inc., a Florida corporation (hereinafter referred to variously as the “Holder” or “Consultant”).

Preamble:

WHEREAS, the Issuer and Consultant entered into a certain consulting agreement dated July 6, 2006 (hereinafter the “Consulting Agreement”), pursuant to which Consultant is entitled to receive certain compensation, including among other things, warrants (“Warrants”) to purchase shares of the Issuer’s common stock, $0.001 par value per share (“Common Stock”), upon and subject to the terms and conditions of the Consulting Agreement; and

NOW, THEREFORE, in consideration of the premises, the payment by the Holder to or for the benefit of the Issuer of FIVE ($5.00) DOLLARS, the agreements herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Witnesseth:

1.Grant.

The Holder is hereby granted the right to purchase shares of the Issuer’s Common Stock in the following amounts for the following prices within the following time frames:

(a)1,000,000 shares at the exercise price of $1.00 per share when the per share market price of the Issuer’s common stock closes at or above $1.00 at any time after closing of the merger between Valley Forge Composite Technologies, Inc., a Pennsylvania corporation and Quetzal Capital 1, Inc., a Florida corporation (the “Merger”) and up to two (2) years from the effective date of the Registration Statement filed pursuant to the Registration Rights Agreement of even date herewith, or such warrants will expire worthless;

(b)1,000,000 shares at an exercise price of $1.50 per share when the per share market price of the Issuer’s common stock closes at or above $1.50 at any time after the Merger and up to two (2) years from the effective date of the Registration Statement filed pursuant to the Registration Rights Agreement of even date herewith, or such warrants will expire worthless;

(c)1,000,000 shares at an exercise price of $2.00 per share when the per share market price of the Issuer’s common stock closes at or above $2.00 at any time after the Merger and up to two (2) years from the effective date of the Registration Statement filed pursuant to the Registration Rights Agreement of even date herewith or such warrants will expire worthless.

2.Warrant Certificates.

The warrant certificates (the “Warrant Certificates”) delivered and to be delivered pursuant to this agreement shall be in the form set forth in Exhibit A attached hereto and made a part hereof, with such appropriate insertions, omissions, substitutions, and other variations as required or permitted by this Agreement.

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3.Exercise of Warrant.

3.1Method of Exercise.

The Warrants initially are exercisable at an initial exercise price per share of Common Stock set forth in Section 1 hereof payable by certified or official bank check in New York Clearing House funds, subject to adjustment as provided in this Agreement.

(a)Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price (as hereinafter defined) for the shares of Common Stock purchased at the Issuer’s principal offices, as reflected in the records of the Securities and Exchange Commission maintained on its EDGAR Internet site, the registered holder of a Warrant Certificate (“Holder” or “Holders’) shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased.

(b)The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants).

(c)Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby.

(d)In the case of the purchase of less than all the shares of Common Stock purchasable under any Warrant Certificate, the Issuer shall cancel said Warrant Certificate upon the surrender thereof and shall execute and deliver a new Warrant Certificate of like tenor for the balance of the shares of Common Stock.

3.2.Exercise by Surrender of Warrant.

Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula:

Where X = Y * (A-B)

A

X = the number of shares of Common Stock to be issued to the Holder

Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation)

A = the fair market value of one share of the Common Stock (at the date of such calculation)

B = Exercise Price (as adjusted to the date of such calculation)

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For purposes of the above calculation, the fair market value of one share of Common Stock shall be determined in good faith by the Issuer’s Board of Directors; provided, however, that in the event that this Warrant is exercised pursuant to this Section at a time when the Common Stock is publicly traded, the fair market value per share shall be the closing sale price of the Common Stock on the last business day preceding the date of exercise.

4.Issuance of Certificates.

(a)Upon the exercise of the Warrant the issuance of certificates for shares of Common Stock or other securities, properties or rights underlying such Warrants, shall be made forthwith (and in any event such issuance shall be made within five (5) business days thereafter) without charge to the Holder thereof including, without limitations any tax which may be payable in respect of the issuance thereof and such certificates shall be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Issuer shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Issuer shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Issuer the amount of such tax or shall have established to the satisfaction of the Issuer that such tax has been paid.

(b)The Warrant Certificates and the certificates representing the shares of Common Stock (and/or other securities, property or rights issuable upon exercise of the Warrants) shall be executed on behalf of the Issuer by the manual or facsimile signature of the then present Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Issuer under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the then present Secretary or Assistant Secretary of the Issuer.

(c)Warrant Certificates shall be dated the date of execution by the Issuer upon initial issuance, division, exchange, substitution or transfer.

5.Exercise Price.

The term “Exercise Price” herein shall mean the initial exercise price or the adjusted exercise price, depending upon the context.

6.Definition of Common Stock.

For the purpose of this Agreement, the term “Common Stock” shall mean (i) the class of stock designated as Common Stock in the Certificate of Incorporation of the Issuer as may be amended as of the date hereof, or (ii) any other class of stock resulting from successive changes or reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value.

In the event that the Issuer shall after the date hereof issue securities with greater or superior voting rights than the shares of Common Stock outstanding as of the date hereof, the Holder, at its option, may receive upon exercise of any Warrant either shares of Common Stock or a like number of such securities with greater or superior voting rights.

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7.Merger or Consolidation.

In case of any consolidation of the Issuer with, or merger of the Issuer with, or merger of the Issuer into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to the Holder a supplemental warrant agreement providing that the holder of each Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Warrant) to receive upon exercise of such warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder of the number of shares of Common Stock of the Issuer for which such warrant might have been exercised immediately prior to such consolidation, merger, sale or transfer.

(a)Such supplemental warrant agreement shall provide for adjustments which shall be identical to the adjustments provided in this section.

(b)The foregoing provision of this Subsection shall similarly apply to successive consolidations or mergers.

8.Exchange and Replacement of Warrant Certificates.

(a)Each Warrant Certificate is exchangeable without expense, upon the surrender thereof by the registered Holder at the principal executive office of the Issuer, for a new Warrant Certificate of like tenor and date representing in the aggregate the right to purchase the same number of Securities in such denominations as shall be designated by the Holder thereof at the time of such surrender.

(b)Upon by the Issuer of evidence reasonably satisfactory to it of loss, theft, destruction or mutilation of any Warrant Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and reimbursement to the Issuer of all reasonable expenses incidental thereto, and upon surrender and cancellation of the Warrants if mutilated, the Issuer will make and deliver a new Warrant Certificate of like tenor, in lieu thereof.

9.Elimination of Fractional Interests.

The Issuer shall not be required to issue certificates representing fractions of shares of Common Stock upon the exercise of the Warrants, nor shall it be required to issue scrip or pay cash in lieu of fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of shares of Common Stock or other securities, properties or rights.

10.Reservation and Listing or Quoting of Securities.

(a)The Issuer shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance upon the exercise of the Warrants, such number of shares of Common Stock or other securities properties or rights as shall be issuable upon the exercise thereof.

(b)The Issuer covenants and agrees that, upon exercise of the Warrants and payment of the Exercise Price therefor, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any stockholder.

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(c)As long as the Warrants shall be outstanding, the Issuer shall use its best efforts to cause all shares of Common Stock issuable upon the exercise of the Warrants to be listed (subject to official notice of issuance) on all securities exchanges on which the Common Stock issued to the public in connection herewith may then be listed and/or quoted, including, but not limited to, NASDAQ.

11.Notices.

(a)All notices, consents, waivers, or other communications which are required or permitted hereunder shall be in writing and deemed to have been duly given if delivered personally or by messenger, transmitted by telex or telegram, by express courier, or sent by registered or certified mail, return receipt requested, postage prepaid. All communications shall be addressed to the appropriate address of each party as follows:

If to Quetzal Capital 1, Inc.:	If to Coast To Coast Equity Group, Inc.:
Attention: Louis J. Brothers	Attention: Charles J. Scimeca
628 Jamie Circle	9040 Town Center Parkway
King of Prussia, PA 19406	Bradenton, FL 34202

(b)For purposes of notice, the address of each Party will be the address first set forth above; provided, however, that each Party will have the right to change its respective address for notices hereunder to another location by giving ten (10) days advance written notice to the other Party in the manner set forth above.

(c)All such notices shall be deemed to have been given on the date delivered, transmitted, or mailed in the manner provided above.

12.Supplements and Amendments.

Except as otherwise expressly provided herein, the provisions of this Agreement may be amended or waived at any time only by written agreement. Any waiver, permit, consent or approval of kind or character on the part of each Company or the Holder of any provisions or conditions of this Agreement must be made in writing and shall be effective only in the extent specifically set forth in such writing.

13.Successors and Assigns.

All the covenants and provisions of this Agreement shall be binding upon and inure to the benefit of the Issuer, the Holder, and their respective successors and assigns hereunder.

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14.Governing Law; Submission to Jurisdiction.

This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Florida and for all the purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws.

15.Entire Agreement Modification.

This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and may not be modified or amended except by a writing duly signed by the party against whom enforcement of the modification or amendment is sought.

16.Severability.

If any provision of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Agreement.

17.Captions.

The caption headings of the Sections of this Agreement are for convenience of reference only and are not intended, nor should they be construed as, a part of this Agreement and shall be given no substantive effect.

18.Benefits of this Agreement.

Nothing in this Agreement shall be construed to give to any person or corporation over than the Issuer and the Holder any legal or equitable right, remedy or claim under this Agreement; and this Agreement shall be for the sole and exclusive benefit of the Issuer and the Holder.

19.Counterparts.

This Agreement may be executed in any number of counterparts and each of such counterpart shall for all purposes be deemed to be an original, and, such counterparts shall together constitute but one and the same instrument.

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In Witness Whereof, the Parties have executed this Agreement, effective as of the last date set forth below.

Signed, Sealed & Delivered In Our Presence

____________________________________

____________________________________

[CORPORATE SEAL]

Quetzal Capital 1, Inc.

Attest: /s/ Louis J. Brothers

Secretary, Quetzal Capital 1, Inc.

a Florida corporation

By:  /s/ Louis J. Brothers

     Louis J. Brothers, President

[CORPORATE SEAL]

Coast To Coast Equity Group, Inc.

Attest: /s/ Charles Scimeca

Secretary, Coast To Coast Equity Group, Inc.

A Florida corporation

By: /s/ Charles Scimeca

Charles Scimeca, President

[THIS SPACE IS INTENTIONALLY BLANK]

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NOTICE OF EXERCISE OF WARRANT

TO:QUETZAL CAPITAL 1, INC., and its Successors and Assigns:

628 Jamie Circle

King of Prussia, PA 19406

· The undersigned hereby elects to purchase _______________ shares of the Common Stock of Quetzal Capital 1, Inc. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

· The undersigned hereby elects to purchase ________________ shares of the Common Stock of Quetzal Capital 1, Inc. (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 3.2 Exercise by Surrender of Warrant — Cashless Exercise, of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any.

Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

Name:_______________________________

Address:_______________________________

_______________________________

_______________________________

Signature ________________________

Print Name _______________________

Tax I.D. Number: __________________

Date _________________

[THIS SPACE IS INTENTIONALLY BLANK]

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ASSIGNMENT OF WARRANT FORM

(To assign the foregoing Warrant, exercise this form and supply the required information. Do not use this form to purchase shares.)

TO: QUETZAL CAPITAL 1, INC., and its Successors and Assigns:

628 Jamie Circle

King of Prussia, PA 19406

For Value Received, the foregoing Warrant and all rights evidenced thereby are hereby assigned to:

Name: ____________________________________________________________________

(Please Print)

Address____________________________________________________________________

(Please Print)

Dated: _________________

Holder’s Signature: _______________________________

Holder’s Printed Name: ____________________________

Holder’s Address: _______________________________

_______________________________

_______________________________

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant without alternation or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

[END OF DOCUMENT]

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EX-10.4

EXHIBIT 10.4

INVESTMENT LETTER

In connection with the exchange of common stock pursuant to the terms and conditions of the Share Exchange Agreement dated July 6, 2006 to which the undersigned is a party (the "Agreement"), the undersigned hereby represents, warrants, covenants and agrees as set forth below.

1.Exchange Entirely for Own Account. The Valley Forge Composite Technologies, Inc. common stock being exchanged for Quetzal Capital 1, Inc. common stock (hereafter the “Shares”) is being acquired for investment purposes only, for the undersigned's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the undersigned has no present intention of selling, granting any participation in, or otherwise distributing the Shares or any portion thereof. Further, the undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to all or any portion of the Shares.

2.No Securities Act Registration. The undersigned understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of a specific exemption or specific exemptions from the registration provisions of the Securities Act which depend upon, among other things, the bona fide nature of the undersigned's investment intent as expressed herein.

3.Restricted Securities. The undersigned acknowledges that, unless the undersigned has been advised by Quetzal Capital 1, Inc. (the “Company”) that a current registration statement is in effect covering the resale of the Shares, because the Shares have not been registered under the Securities Act, the Shares must be held by the undersigned indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The undersigned is aware of the provision of Rule 144 promulgated under the Securities Act that permits the limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the satisfaction of having held the Shares for a certain duration of time, the availability of certain current public information about the Company, the sale being through a "broker's transaction" as provided by Rule 144(f)), and the volume of shares sold not exceeding specified limitations (unless the sale is within the requirements of Rule 144(k) .

4.Accredited and Sophisticated Investor. The undersigned: represents and warrants that at this time the following information is true:

Check All That Apply

____(a)The undersigned is an individual with a net worth, or a joint net worth together with his or her spouse, in excess of $1,000,000.

(In calculating net worth, you may include equity in personal property and real estate, including your principal residence, cash, short-term investments, stock and securities. Equity in personal property and real estate should be based on the fair market value of such property minus debt secured by such property.)

____(b)The undersigned is an individual that had an individual income in excess of $200,000 in each of the prior two years (2004 and 2005) and reasonably expects an income in excess of $200,000 in the current year (2006); or

____(c)The undersigned is an individual that had with his/her spouse joint income in excess of $300,000 in each of the prior two years (2004 and 2005) and reasonably expects joint income in excess of $300,000 in the current year (2006).

____(d)The undersigned is a director, president, vice president in charge of a principal business unit, division or function (such as sales, administration or finance); any other officer who performs a policy making function, or any other person who performs similar policy making functions for Valley Forge Composite Technologies, Inc., a Pennsylvania corporation.

____(e)The undersigned, either alone or with the undersigned's professional advisor or advisors, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of acquiring the Shares, and is able to bear the economic risk of the investment in the Shares, including a complete loss of the investment.

_____(f)None of the above.

5.Opportunity to Ask Questions. The undersigned has had an opportunity to ask questions of and receive answers from the Company or its representatives concerning the terms of the undersigned's investment in the Shares, all such questions have been answered to the full satisfaction of the undersigned, and the undersigned has had the opportunity to request and obtain any additional information the undersigned deemed necessary to verify or supplement the information contained therein. The undersigned has reviewed and understands the disclosure provided in the Company’s SEC Reports (as such term is defined in the Agreement), and the information provided in the Information Statement and its attached documents.

6.Investment Risks. The undersigned recognizes that an investment in the Shares involves substantial risks, and is fully aware of and understands all of the risk factors related to the acquisition of the Shares. The undersigned has determined that the acquisition of the Shares is consistent with the undersigned's investment objectives. The undersigned is able to bear the economic risks of an investment in the Shares, and at the present time could afford a complete loss of such investment.

7.Limitation on Manner of Offering. The Shares were not offered to the undersigned by any means of general solicitation or general advertising.

8.Tax and Other Matters. The undersigned is not relying on the Company with respect to tax and other economic considerations involved in the acquisition of the Shares. The undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned's professional, legal, tax, accounting and financial advisors the suitability of an investment in the Shares for the undersigned's particular tax and financial situation, and the undersigned has determined that the Shares are a suitable investment for him or her.

9.Restrictive Legends. The undersigned understands that the Shares shall bear one or more of the following restrictive legends:

(a) “THESE SECURITIES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION AND QUALIFICATION UNDER THE ACT AND SUCH LAWS IS NOT REQUIRED.”

(b) Any legend required by applicable state law.

10.Successors. The representations and warranties contained herein shall be binding upon the heirs, executors, administrators, personal representatives and other successors of the undersigned and shall inure to the benefit of and be enforceable by the Company.

11.Address. The address, telephone number and facsimile number set forth at the end of this letter are the undersigned's true and correct address.

12.Counsel. The undersigned has had the opportunity to discuss this letter and the Agreement with counsel of his or her selection and the undersigned has availed himself or herself of the opportunity to do so to the extent he or she desires. The undersigned is not relying upon the advice of the Company or counsel to the Company to advise the undersigned in connection with the risks and merits of consummating the transactions contemplated by the Agreement.

SHAREHOLDER(S)

SignatureDateSignature (spouse)Date

Name (Typed or Printed)Name (Typed or Printed)

Mailing Address:

_______________________________

_______________________________

_______________________________

Telephone:_______________________

Tax I.D. Number:___________________

EX-99.2

EXHIBIT 99.2

July 6, 2006

Quetzal Capital I, Inc.

9040 Town Center Parkway

Bradenton, FL 34202

Dear Sir or Madam:

I hereby resign as a director and as president, secretary and treasurer of Quetzal Capital I, Inc. (the “Company”), effectively immediately. My resignation does not in any way imply or infer any dispute or disagreement relating to the Company’s operations, policies or practices. I wish the Company much success in its future endeavors.

Sincerely,

/s/ Tony N. Frudakis

Tony N. Frudakis