SB-2

Registration No.

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

(Name of small business issuer in its charter)

Florida	3812	20-3061892
(State of jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

Louis J. Brothers, President

50 East River Center Boulevard, Suite 820

Covington, Kentucky 41011

(859) 581-5111

(Address, including zip code and telephone number of principal executive offices and principal

place of business and name, address and telephone number of agent for service)

COPY TO:

Russell C. Weigel, III

Attorney at Law

One Southeast Third Avenue, Suite 1750

Miami, Florida 33131

(786) 888-4567

Approximate date of proposed sale to the public:

As soon as practicable from time to time after this registration statement becomes effective.

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Dollar Amount to be registered	Proposed maximum offering price per share (1)	Proposed maximum aggregate offering price	Amount of registration fee
$0.001 Common Stock (5)	$5,000,000	$2.00 (2)	10,000,000	$1,070.00
$0.001 Common Stock issuable upon exercise of warrants	$3,000,000	$2.00 (3)	$6,000,000	642.00
Units (4)(5)	$1,296,500	$1.50 (3)	$1,296,500	138.00
			Fees	$1,850.00

(1)This registration statement registers for resale certain of our securities owned by shareholders and unit holders. The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(a) and (g). Our common stock is neither traded on any national exchange nor the NASDAQ.

(2)The proposed maximum offering price for the purposes of the calculation of the registration fee for these shares is based upon the maximum strike price of warrants registered hereby to be sold by the same beneficial owners.

(3)The proposed maximum offering price for the purposes of the calculation of the registration fee is based upon the maximum strike price of warrants registered in this class.

(4)Represents units of the registrant’s securities that have been issued to selling unit holders named in this registration statement.

(5)An indeterminate amount and number of warrants and $0.001 common stock may be issued pursuant to price protection and non-dilution provisions of certain purchase and registration rights agreements and are registered hereunder.

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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

This offering involves a high degree of risk, and the securities offered by this prospectus are highly speculative. You should only buy these securities if you can afford to lose your entire investment. SEE ARISK FACTORS@ (BEGINNING ON PAGE 6) TO READ ABOUT RISKS YOU SHOULD CAREFULLY CONSIDER BEFORE BUYING THIS STOCK.

Our common stock is deemed to be “penny stock” as that term is defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934, as amended. Broker-Dealers dealing in penny stock are required to provide potential investors with a document disclosing the risks of penny stock. Broker-dealers are required to determine whether an investment in a penny stock is a suitable investment for a prospective investor.

We will not receive any proceeds from the sale of common stock or units by the Selling Shareholders or Selling Unit Holders. No underwriter or person has been engaged to facilitate the sale of securities in this offering. However, the Company will receive proceeds directly from warrant holders who from time to time pay cash upon the exercise of a warrant. The special rights pertaining to the warrants and the units registered for sale are disclosed in greater detail in page 16.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether the information in this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The information in this prospectus will be subject to completion or amendment.A registration statement relating to these securities has been filed with the Securities and Exchange Commission. The Selling Shareholders and Selling Unit Holders may not sell these securities, nor may they accept offers to buy, until the registration statement becomes effective or unless the securities are sold in transactions exempt from registration. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall the Selling Shareholders or Selling Unit Holders sell any of these securities, in any state where such offer, solicitation or sale would be unlawful before registration or qualification under such state=s securities laws.

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Inside front cover page of prospectus

TABLE OF CONTENTS

	Page
About This Prospectus	2
Special Note Regarding Forward-Looking Statements	2
Summary	4
Summary of Selected Financial Data	5
Risk Factors	6
Risks Related to the Company’s Business	7
Risks Related to Investment	8
Selling Shareholders and Selling Unit Holders	11
Use of Proceeds	13
Determination of Offering Price	13
Market for Common Equity and Related Stockholder Matters	13
Plan of Distribution	13
Legal Proceedings	14
Directors, Executive Officers, Promoters & Control Persons	14
Security Ownership of Certain Beneficial Owners and Management	15
Description of Securities	16
Interest of Named Experts and Counsel	17
Certain Relationships and Related Transactions	18
Description of Business	19
Management's Discussion and Analysis or Plan of Operation	22
Employees	26
Description of Property	26
Reports to Security Holders	26
Executive Compensation	27
Index to Financial Statements	27
Financial Statements December 31, 2005 and 2004	29
Report of Independent Registered Public Accounting Firm	31
Balance Sheets December 31, 2005 and 2004	32
Statements of Operations December 31, 2005 and 2004	33
Statements of Stockholders’ Equity (deficit) Years Ended December 31, 2005 and 2004	34
Statements of Cash Flows Years Ended December 31, 2005 and 2004	35
Notes to Financial Statements December 31, 2005 and 2004	36
Consolidated Financial Statements September 30, 2006	41
Consolidated Unaudited Balance Sheet September 30, 2006	42
Consolidated Statements of Operation September 30, 2006	43
Consolidated Unaudited Statements of Cash Flow September 30, 2006	45
Notes to Consolidated Unaudited Financial Statements September 30, 2006	47
Other Expenses of Issuance and Distribution	55
Recent Sales of Unregistered Securities	55
Indemnification of Directors and Officers	55
Undertakings	57
Index of Exhibits	57
Signatures	58

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Valley Forge Composite Technologies, Inc.

River Center 1

50 East River Center Boulevard

Suite 820

Covington, Kentucky 41011

(859)-581-5111

Offering of

(a) 5,000,000 shares held by a Selling Shareholder

(b) 3,000,000 shares issuable upon exercise of warrants by a Selling Shareholder

(c) 1,296,500 units held by Selling Unit Holders

(d) An indeterminate number of shares and warrants issuable as price protection and non-dilution measures

PROSPECTUS

November 13, 2006

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First page of the prospectus

ABOUT THIS PROSPECTUS

In this prospectus, references to "Valley Forge," the "Company," "we," "us" and "our" refer Valley Forge Composite Technologies, Inc., a Florida corporation.

We have not authorized anyone to provide information different from that contained in this prospectus. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where such offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Common Stock.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for statements of historical fact, certain information contained in this prospectus and in any prospectus supplement we may file constitute 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. 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. Whether these future events will occur as management anticipates, whether we will achieve our business objectives, and whether our revenues, operating results, or financial condition will improve in future periods are subject to numerous risks. The section of this prospectus captioned "Risk Factors," beginning on page 5, provides a summary of the various risks that could cause our actual results or future financial condition to differ materially from forward-looking statements made in this prospectus. The factors discussed in this section are not intended to represent a complete list of all the factors that could adversely affect our business, revenues, operating results, or financial condition. Other factors that we have not considered may also have an adverse effect on our business, revenues, operating results, or financial condition, and the factors we have identified could affect us to a greater extent than we currently anticipate. Before making any investment in our securities, we encourage you to carefully read the information contained under the caption "Risk Factors," as well the other information contained in this prospectus and any prospectus supplement we may file.

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The Offering:

Public Price of Common Stock: $1.50 to $2.00

Public Price of Warrants: $1.50 to $2.00

$17,296,500 estimated proceeds.

This is a resale registration of common stock, units (comprised of one share of common stock and one warrant to purchase one share of common stock), a registration of shares issuable upon exercise of warrants, and a registration of an unknown amount of shares of common stock that may be issued as required by certain securities purchase agreements and a registration rights agreement. All of the securities being registered are owned by existing shareholders and/or unit holders or are issuable to them if certain share price or share dilution contingent events occur. No cash will be received by Valley Forge Composite Technologies, Inc. (“Valley Forge” or the “Company”) from sales of shares of common stock by the Selling Shareholders nor sales of units by the Selling Unit Holders, estimated at $17,296,500, but the Company may receive proceeds if warrant holders exercise their warrants and pay cash.

The Company will pay the expenses of the resale registration, including legal, accounting, printing, and related costs incurred in making this offering, which we estimate to be $30,000.

There is no arrangement to place the proceeds from this offering in an escrow, trust or similar account.

Valley Forge is a holding company incorporated in the State of Florida. Valley Forge through its subsidiary is engaged in the business of security technology development and manufacturing. We currently own the worldwide rights (except for Russia) for the manufacture and development of an advanced materials detection system, the THOR LVX photonuclear detection system (“THOR”). Valley Forge has been working with the U.S. Department of Energy (DOE), the Lawrence Livermore National Laboratory, and the P.N. Lebedev Physical Institute of the Russian Academy of Sciences for continued research, design, and production of the first THOR unit. 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.

We plan to manufacture this system for sale to government and private entities as a means to detect the presence of explosive fissile and other contraband materials in various concealed environments.

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SUMMARY

The following summary highlights the more detailed information and financial statements appearing elsewhere in this prospectus. It is only a summary, it is not complete and does not convey all of the information you should consider prior to investing in the common stock. We urge you to read the entire prospectus carefully, especially the risks of investing in our common stock as discussed in the ARisk Factors@ section beginning on page 6.

Our corporate structure is as set forth in the following chart:

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

a Florida corporation

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

a Pennsylvania corporation

(100% Owned Subsidiary)

OUR BUSINESS

For the last four years, the Company has focused on the acquisition of the rights to manufacture and distribute the THOR LVX photonuclear detection system (“THOR”) and to develop THOR. The THOR system is a security technology expected to be useful in the detection of explosives, drugs, micro organisms and nuclear materials such as plutonium and weapons grade uranium. THOR has many potential civilian applications including its use as a screening device of air cargo and passenger baggage, shipping containers, and tractor trailers. Valley Forge has been working with the U.S. Department of Energy (DOE) for continued research, design, and production of the first THOR unit. 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 (“Lebedev”). During the past year, THOR has undergone proving trials conducted by various federal executive branch departments. We are currently preparing to manufacture THOR units in anticipation of receiving the necessary government approvals.

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THE OFFERING

Securities Offered:	Five million (5,000,000) shares held by Selling Shareholder.
	Three million (3,000,000) shares issuable upon exercise of warrants by a Selling Shareholder.
	One million two hundred ninety-six thousand five hundred (1,296,500) units (comprised of one share of $0.001 par value common stock and one warrant exercisable at $1.50 to purchase one share of $0.001 par value common stock) held by Selling Unit Holders.
	An indeterminate amount of shares as may be required to be issued as a price protection or dilution protection mechanism for certain existing shareholders and unit holders.
Selling Shareholders and Unit Holders:	Certain unit holders, warrant holders, and shareholders may sell their common stock or assign or exercise their warrants from time to time. The persons whose securities are registered in this offering are identified in the section starting on page 11.
Shares of Common Stock Outstanding:	Before Private Placement 45,000,000
	Before Public Offering 46,296,500†
	After Public Offering 50,593,000*†
	† Does not include shares or warrants that may be issued as required by certain price protection or dilution protection agreements.
	* If all warrants are exercised.

Valley Forge will not receive any proceeds from the sale of the common stock by the Selling Shareholders or from the sale of units by Selling Unit Holders. We will receive the cash exercise proceeds from any warrants exercised from time to time.

This is a resale registration statement of registered securities to be sold by persons other than the Company.

This registration statement registers for resale units and common stock previously purchased by certain investors. This registration statement also registers for sale warrants and common stock reserved for the exercise of warrants and registers an indeterminate amount of common stock that may be issued as a price protection device for the unit holders. The price protection mechanism available to existing unit holders has a duration of one year from the effective date of this Form SB-2 registration statement.

This prospectus covers the registration and resale of units and shares of common stock by the Selling Shareholders and Selling Unit Holders either in the open market or to other investors through negotiated transactions. The units registered hereby may be sold as units in the entirety or as separate warrants and common stock.

Use of Proceeds:	We will use any proceeds received from cash exercise of warrants to provide operating capital. However, we shall be allowed to use up to twenty (20) percent of the net proceeds for payment of officers’, directors’, and employees’ compensation.
Risk Factors:	The securities offered by this prospectus are speculative and involve a high degree of risk. Investors should not buy these securities unless they can afford to lose their entire investment.
Common Stock Trading Symbol(s):	To be determined. We anticipate NASD authorization for our securities to be quoted on the Over-The Counter Bulletin Board.

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SUMMARY OF SELECTED FINANCIAL DATA

The information below should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes to financial statements included elsewhere in this prospectus.

	Year ended 12/31/2005			Nine months ended 9/30/06
Revenue	$	0		$	1,339,511
Loss from operations		(567,276	)		(722,105	)
Net Income (loss)		(567,144	)		(721,914	)
Income (loss) per common share		(0.01	)		(0.02	)
Weighted average number of common shares
Outstanding		45,000,000			45,033,883
Balance Sheet Data
Working capital (deficit)	$	(31,701	)	$	82,616
Total assets		25,265			1,140,501
Total liabilities		48,229			1,030,919
Shareholders equity (deficiency)		(22,964	)		109,582

RISK FACTORS

An investment in the securities the Selling Shareholders and the Selling Unit Holders are offering to resell is risky. The securities offered in this prospectus inherently involve a high degree of risk, and you should carefully consider the possibility that you may lose your entire investment. Given this possibility, we encourage you to evaluate the following risk factors and all other information contained in this prospectus before buying the securities of Valley Forge. Any of the following risks, alone or together, could adversely affect our business, our financial condition, or the results of our operations, and therefore the value of your Valley Forge common stock.

Investment in our securities involves a high degree of risk. Prospective investors should carefully consider the following risk factors in addition to other publicly available information in our reports filed with the U.S. Securities and Exchange Commission in deciding whether to purchase the Company’s securities.

· Because our operating subsidiary had a net loss from operations of $567,276 for the year ended December 31, 2005, we face a risk of insolvency.

· Neither the holding company nor its operating subsidiary have ever 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 operating subsidiary’s December 31, 2005 financial statements includes an additional paragraph that identifies conditions which raise substantial doubt about its ability to continue as a going concern, which means that we may not be able to continue operations unless we obtain additional funding. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

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Risks Related to the Company’s Business

There is substantial doubt about Valley Forge’s ability to continue as a going concern due to insufficient revenues to cover our operating costs.

Our independent auditors added a going concern qualification to their report issued in connection with their audit of our December 31, 2005 and 2004 financial statements. The auditors noted in their report that Valley Forge generated significant losses from operations, had an accumulated deficit of $1,227,964 and a working capital deficit of $31,701 as of December 31, 2005. These factors raised for the auditors substantial doubt about our ability to continue as a going concern. These general conditions continued through the first three quarters of 2006, resulting in additional deficits in the operations of the company.

Management anticipates that the company will incur net losses for the year end results for December 31, 2006. To the extent that Valley Forge does not generate revenue from the sale of THOR units, then Valley Forge may not have the ability to continue as a going concern. The financial statements which accompany this Prospectus do not include any adjustments that might result from the outcome of this uncertainty.

Valley Forge expects to experience significant growth in the future and may not be able to adapt its management and operational systems to adequately handle the potential demand for the THOR system without unanticipated significant disruption or expense.

Valley Forge anticipates a very positive reception from potential customers to the introduction of our THOR units into the security marketplace. It is possible that the demand for our product will outpace our ability to meet timely the market demand. Since we currently have a few full time employees, our management and labor capacity could experience a disruption in our ability to service our customer demands, and we may not be able to resolve this situation without significant disruption or expense. This in turn could negatively impact our image and the value of our common stock.

We are dependent on key personnel, specifically Louis J. Brothers and Larry K. Wilhide, and have no employment agreements with them.

We are a small company with a few employees and are dependent on the services of Louis J. Brothers, our president, and Larry K. Wilhide, our vice-president. Messrs. Brothers and Wilhide are equal shareholders and their combined voting rights are equal to 76% of the our outstanding common stock. We do not have employment agreements with them, and losing either of their services would likely have an adverse effect on our ability to conduct business. Messrs. Brothers and Wilhide serve as Officers and Directors of Valley Forge. Messrs. Brothers and Wilhide are our founders. Both men have contributed to the survival and growth of the Company for ten years. Mr. Brothers’ government and scientific contacts are essential to the Company’s ability to diversify its product line, including our ability to license, develop, and market future additional products unrelated to the THOR technology. Mr. Wilhide’s engineering and drafting capabilities are essential to our ability to manufacture the technology that we license. Therefore, there is a risk that if either Mr. Brothers or Mr. Wilhide left the Company, there is no guarantee that we could survive.

We cannot predict our future capital needs and may not be able to secure additional funding.

Valley Forge will need to raise additional funds within the next twelve months in order to fund our installation of manufacturing facilities and dealer network. We expect that the majority of these funds will come from the sale of our common shares to public or private investors, which could result in a significant dilution of ownership interests by the holders of our common stock. Also, we cannot assure you that we will be able to obtain the funding we deem necessary to sustain our operations.

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Failure on our part to anticipate, identify, and respond effectively to changing marketplace demands for the THOR technology may open doors for competitors to manufacture a similar technology or to manufacture peripheral items used to implement the THOR in various situations.

If we are unable to obtain raw materials, or find manufacturing facilities, or respond to our customers’ intended uses for their THOR units, our financial condition may be harmed. Presently, we do not own any manufacturing facilities and are searching for suitable sites. The materials used to build THOR units could become scarce as supply issues may develop from time to time. We do not have long term contracts with any suppliers, and even if we did, there is no guarantee that any particular supplier would not have its own supply or financial difficulties making it hard for them to perform their contracts. Similarly, our customers’ intended applications for their THOR units may require the manufacture and delivery of peripheral items that we are unable to produce or deliver timely. Any of these situations could be detrimental to our overall business and could encourage competitors to attempt to service our customer base and reduce our market share. Any of these situations could negatively impact our stock price.

Our success depends on our ability to attract and retain key employees in order to support our existing business and future expansion.

We are actively recruiting qualified candidates to fill key executive positions within the Company. There is substantial competition for experienced personnel, which we expect to continue. We will compete for experienced personnel with companies who have substantially greater financial resources than we do. If we fail to attract, motivate and retain qualified personnel, it could harm our business and limit our ability to be successful.

If we are not able to successfully protect our intellectual property, our ability to capitalize on the value of the THOR technology may be impaired.

Even though we believe that there is no competitor currently close to being able to introduce a security technology with the portability and accuracy of the THOR technology, it is certain that imitators will appear who may create adaptive technologies that achieve similar results to THOR. We have tried to minimize the deconstruction and adaptation of the THOR technology by potential competitors by deliberately not patenting the core technology because we do not want to make a public record available that will allow anyone to easily see our methods. However, it is certain that new technologies will appear in the marketplace eventually, and we cannot know for certain how long our lead time will be over potential competition. If we are not successful at protecting our intellectual property, our ability to capitalize on the value of the THOR technology may be impaired.

Risks Related to Investment

Valley Forge expects the price of its common stock to be volatile. As a result, investors could suffer greater market losses in a down market than they might experience with a more stable stock. Volatility in our stock may also increase the risk of having to defend a securities class action suit, which could be expensive and divert management’s attention from managing Valley Forge’s business.

The stock markets generally, and the OTC Bulletin Board in particular, have experienced extreme price and volume fluctuations that are often unrelated and disproportionate to the operating performance of a particular company. These market fluctuations, as well as general economic, political and market conditions such as recessions or interest rate or international currency fluctuations, may adversely affect the market for the common stock of the company. In the past, class action litigation has often been brought against companies after periods of volatility in the market price of their securities. If such a class action suit is brought against the Company it could result in substantial costs and a diversion of management’s attention and resources, which would hurt business operations.

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Our stock value is dependent on our ability to generate net cash flows.

A large portion of any potential return on our common stock will be dependent on our ability to generate net cash flows. If we can not operate our business at a net profit, there will be no return on shareholders’ equity, and this could result in a loss of share value. No assurance can be given that we will be able to operate at a net profit now or in the future.

Our common stock value may decline after the offering.

Sales of our common stock in the public market following this offering could lower the market price of our common stock. The sales may also make it more difficult for the Company or its investors to sell current securities in the future at a time and price that the Company or its current investors deem acceptable or even to sell such securities at all. The risk factors discussed in this ARisk Factors@ section may significantly affect the market price of our stock. The low price of our stock may result in many brokerage firms declining to deal in our stock. Even if a buyer finds a broker willing to effect a transaction in our common stock, the combination of brokerage commissions, state transfer taxes, if any, and other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of this stock as collateral for loans. Thus, you may be unable to sell or otherwise realize the value of your investment in our stock.

The number of shares that could be issued for our immediate capital requirements could lead to a large number of shares being placed on the market which could exert a downward trend on the price per share. If the supply created by these events exceeds the demand for purchase of the shares the market price for the shares of common stock will decline.

The number of shares to be made available through this registration statement could encourage short sales by third parties, which could contribute to a future decline in the price of our stock.

In our circumstances, the provision of a large number of common shares to be issued upon the exercise of warrants or sold outright by existing shareholders has the potential to cause a significant downward pressure on the price of common stock, such as ours, when a market develops for our common stock. This would be especially true if the shares being placed into the market exceeds the market’s ability to take up the increased number of shares or if the Company has not performed in such a manner to encourage additional investment in the market place. Such events could place further downward pressure on the price of the common stock. As a result of the number of shares that could be made available on the market, an opportunity exists for short sellers and others to contribute to the future decline of Valley Forge’s stock price. Persons engaged in short-sales first sell shares that they do not own and, thereafter, purchase shares to cover their previous sales. To the extent the stock price declines between the time the person sells the shares and subsequently purchases the shares, the person engaging in short-sales will profit from the transaction, and the greater the decline in the stock price the greater the profit to the person engaging in such short-sales. If there are significant short-sales of our stock, the price decline that would result from this activity will cause our share price to decline even further, which could cause any existing shareholders of our stock to sell their shares creating additional downward pressure on the price of the shares. It is not possible to predict how much the share price may decline should a short sale occur. In the case of some companies that have been subjected to short-sales the stock price has dropped to near zero. This could happen to Valley Forge.

Our shareholders may face significant restrictions on the resale of our stock due to state ABlue Sky@ laws.

Each state has its own securities laws, often called Ablue sky laws,@ which (1) limit sales of stock to a state’s residents unless the stock is registered in that state or qualifies for an exemption from registration and (2) govern the reporting requirements for broker-dealers and stock brokers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. Also, the broker must be registered in that state. We do not know whether our stock will be registered, or exempt, under the laws of any states. A determination regarding registration will be made by the broker-dealers, if any, who agree to serve as the market-makers for our stock. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our stock.

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You should consider the resale market for our securities to be limited. Shareholders may be unable to resell their stock, or they may be unable to resell it without the significant expense of state registration or qualification.

Our stock may be subject to significant restrictions on resale due to federal penny stock regulations.

Our common stock differs from many stocks because it is a Apenny stock.@ The Securities and Exchange Commission (“SEC”) has adopted a number of rules to regulate penny stocks. These rules require that a broker or dealer, prior to entering into a transaction with a customer, must furnish certain information related to the penny stock. The information that must be disclosed includes quotes on the bid and offer, any form of compensation to be received by the broker in connection with the transaction and information related to any cash compensation paid to any person associated with the broker or dealer.

These rules may affect your ability to sell our shares in any market that may develop for Valley Forge stock. Should a market for our stock develop among dealers, it may be inactive. Investors in penny stocks are often unable to sell stock back to the dealer that sold it to them. The mark-ups or commissions charged by broker-dealers may be greater than any profit a seller can make. Because of large dealer spreads, investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold it to them. In some cases, the stock value may fall quickly. Investors may be unable to gain any profit from any sale of the stock, if they can sell it at all.

Potential investors should be aware that, according to the SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. These patterns include:

·control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

·manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

·Aboiler room@ practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

·excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

·the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

Investors must contact a broker-dealer to trade over-the-counter bulletin board or pink sheet securities. As a result, you may not be able to buy or sell our securities at the times you may wish.

Even though we anticipate that our securities will be quoted on the Over-The-Counter (“OTC”) Bulletin Board or the Pink Sheets (www.pinksheets.com), they may not permit our investors to sell securities when and in the manner that they wish. Because there are no automated systems for negotiating trades on the OTC Bulletin Board or the Pink Sheets, they are often conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. When investors place market orders to buy or sell a specific number of shares at the current market price it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and its execution.

Our warrants may not develop a trading market before their time of expiration.

If a purchaser purchases a unit registered hereby or purchases a warrant that was split off from its unit, the purchaser may not be able to resell the warrant or the warrant portion of the unit before it expires. The Unit Holders’ warrants have a lifetime of only six (6) months from the date that this Form SB-2 registration is declared effective. In the event a warrant is acquired by a new purchaser, that purchaser may not be able to resell the warrant, and, if the purchaser does not exercise the warrant, the purchaser will suffer a complete capital loss of his or her entire investment in the warrant.

If we fail to remain current on the reporting requirements that apply to Valley Forge, we could be removed from the NASDAQ or the OTC Bulletin Board, if our common stock is quoted in those forums, which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities.

Companies trading on the OTC Bulletin Board or the NASDAQ must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board or the NASDAQ. Regardless of which of those two quotation services our common stock may one day be quoted, if we fail to remain current on our reporting requirements, shares of our common stock could be removed from whichever quotation service we then were on. As a result of that removal, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

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SELLING SHAREHOLDERS AND SELLING UNIT HOLDERS

The following tables present information regarding the Selling Shareholders and the Selling Unit Holders. This list does not include the indeterminate number of shares and warrants issuable as price protection and non-dilution measures but that are also registered in this registration statement and prospectus.

None of the Selling Shareholders or Selling Unit Holders presently holds a position or office with Valley Forge. However, the Selling Shareholders, as companies, have present or former relationships with us. Quetzal Capital Funding 1, Inc. is a former controlling shareholder of the Company, and Coast To Coast Equity Group, Inc. is currently engaged as a consultant to the Company. The beneficial owners of these two companies are identical in name and relative share ownership of both companies. Messrs. Charles J. Scimeca, Dr. Tony N. Frudakis, and George Frudakis, are co-equal shareholders of Coast To Coast Equity Group, Inc. and Quetzal Capital Funding 1, Inc.

The Selling Unit Holders are all purchasers of restricted units of the Company’s securities whose purchase transactions were made in reliance from the exemption from Registration provided by Regulation D Rule 506 promulgated under the Securities Act of 1933, as amended.

Selling Security Holder	Shares held		Percentage of shares			Shares sold			Percentage of
	Before offering		before offering (1)			in offering			shares after offering
Quetzal Capital		5,000,000		10.0	%		5,000,000			0	%
Funding 1, Inc.
Coast To Coast Equity		0		0.0	%		3,000,000(2	)		0	%
Group, Inc.

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Selling Unit Holder	Units held		Percentage of shares			Shares sold		Percentage of
	Before offering		before offering (3)			in offering (4)		shares after offering
Bank of Commerce FBO
Nathan A. Long IRA #1		40,500		0	%		81,000		0	%
Nathan Long		60,500		-			121,000		0
Debra Elenson		130,000		0.2			260,000		0
David C. Marchese		90,000		0.19			180,000		0
Lawrence A. Doyle, Jr.		50,000		-			100,000		0
Scott Heiken		50,000		-			100,000		0
Brad M. King		50,000		-			100,000		0
Doug Broadright		46,000		-			92,000		0
Ann Fink		40,000		-			80,000		0
Thomas P. Connor		30,000		-			60,000		0
Joseph & Priscilla Gratton		30,000		-			60,000		0
Bradley A. Sacks		30,000		-			60,000		0
William A. Rothstein		150,000		0.32			300,000		0
George G. Broadright		25,000		-			50,000		0
David A. Casinelli		25,000		-			50,000		0
Steven M. & Marti B. Wymer		25,000		-			50,000		0
William Ros		20,000		-			40,000		0
Bank of Commerce FBO
John C. Long IRA #1		10,000		-			20,000		0
Lisa Baron		10,000		-			20,000		0
James L. Black		10,000		-			20,000		0
Penny C. Brown		10,000		-			20,000		0
Richard Capasso		10,000		-			20,000		0
Marlene J. Clairmont		10,000		-			20,000		0
Joseph J. Domsic		10,000		-			20,000		0
R. Scott Dotson		10,000		-			20,000		0
Sanford D. & Robin Goldfine		10,000		-			20,000		0
Boyd A. Isley, Jr.		10,000		-			20,000		0
Bradford T. Meek		10,000		-			20,000		0
Howard V. Mills		100,000		0.2			200,000		0
Natalie D. Mills		10,000		-			20,000		0
John A. Paciello		10,000		-			20,000		0
Robin Peacock		10,000		-			20,000		0
John H. Piccin		20,000		-			40,000		0
George D. Poole, II		10,000		-			20,000		0
Richard Puckhaber, Jr.		10,000		-			20,000		0
Randy & Vanessa A. Stull		10,000		-			20,000		0
Robert Stull		10,000		-			20,000		0
Darlene A. Walton		10,000		-			20,000		0
Charles Wilensky		12,000		-			24,000		0
Leonard Wilensky		10,000		-			20,000		0
Andrew & Elayne Britt		7,500		-			15,000		0
Longterm Holdings, LLC		6,000		-			12,000		0
Mitra Mansoory Savar		6,000		-			12,000		0
Beadros Asare		5,000		-			10,000		0
Bertina M. Brothers		5,000		-			10,000		0
Evelyn Colletti		5,000		-			10,000		0
Alan Goldberg		5,000		-			10,000		0
Ross Grossman		5,000		-			10,000		0
Dennis J. LaSota		5,000		-			10,000		0
Richard S. Relac		5,000		-			10,000		0
Ann C. Runyon		5,000		-			10,000		0
Russell C. & Luz M. Weigel, III		5,000		-			10,000		0
Stephen & Tracy Cunningham		2,500		-			5,000		0
Miles L. & Florence A. Lemley		2,500		-			5,000		0
Gregory T. Sullivan		2,000		-			4,000		0
Philip DePasquale		1,000		-			2,000		0
All Selling Unit holders as a group				2.8	%

(1)Based upon 45,000,000 shares outstanding.

(2)Expressed as common shares issued upon exercise of warrants

(3)Based upon 46,296,500 shares outstanding

(4)Expressed as common shares plus shares issuable upon exercise of warrants.

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USE OF PROCEEDS

Valley Forge will not receive any proceeds from the sale of the shares by any of the Selling Shareholders, unless a shareholder pays cash to exercise a warrant. The Company expects to use the majority of the proceeds derived from warrant exercises for development and manufacture of the THOR LVX photonuclear detection system. However, the Company shall be allowed to use up to twenty (20) percent of the net proceeds for payment of officers’, directors’, and employees’ compensation. The balance will be used for general working capital, including but not limited to raw materials, market development and sales.

DETERMINATION OF OFFERING PRICE

The shares of Valley Forge common stock are being offered for resale by the Selling Shareholders and Unit Holders at estimated prices ranging between $1.50 and $2.00 per share. Since there is no market price for our securities, the estimated prices are based upon the maximum strike price per warrant held by that Selling Shareholder or Selling Unit Holder. Nevertheless, the market price for our securities will be the price paid by a purchaser.

During the effective period of this Form SB-2 registration statement, our common stock that is issued upon exercise of warrants could trade above or below the strike price of the warrant. The warrant strike prices and the amount of shares issuable are as follows: $1.00 per share (one million warrants eligible); $1.50 per share (two million two-hundred seventy-one thousand five hundred warrants eligible), and $2.00 per share (one million warrants eligible). Therefore, it is possible that the market price per share of these common stock issues presumably would be at least above the strike price upon exercise but may fall below the exercise price because of the dilutive effect of additional outstanding shares in the float. Accordingly, the actual offering price of any Selling Shareholder’s or Selling Unit Holder’s common stock could vary in a range below $1.00 per share to above $2.00 per share, with the likely near term trading range expected to be approximately $1.00 per share or higher depending on the fluctuating demand for the common stock.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Potential investors in our securities should know that at the present time there is no established public trading market for any of our securities. A public trading market may develop over time if there is enough public interest in our securities.

Our shareholder base is small. We currently have 69 shareholders, of which 56 shareholders are the Selling Unit Holders in this prospectus and registration statement. One additional Seller is Quetzal Capital Funding 1, Inc., the former controlling shareholder of Quetzal Capital 1, Inc. Quetzal Capital Funding 1, Inc. is registering hereby five million (5,000,000) shares. The twelve other shareholders of the Company were the shareholders of Valley Forge Composite Technologies, Inc., a Pennsylvania corporation. Of our 45,000,000 shares issued and outstanding, as of July 6, 2006, Messrs Brothers, Wilhide, and officer Randy Broadright beneficially own 76%, or 38,160,000 shares. The other nine former shareholders of Valley Forge Composite Technologies, Inc., a Pennsylvania corporation, will be eligible to sell their collective 1,840,000 shares without restriction after July 5, 2008 pursuant to Rule 144. Three million shares issuable upon the exercise of warrants are being registered hereby. An additional one million units are registered hereby, which contain the rights to purchase an additional one million shares. An unknown amount of shares are also being registered hereby as price protection shares for unit holders. Price protection rights for Unit Holders’ warrants expire six (6) months from the effective date of this registration statement. Price protection for Unit Holders’ common stock expires one (1) year from the effective date of this registration statement.

We may seek additional equity investors from time to time as our capital needs require.

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PLAN OF DISTRIBUTION

The Selling Shareholders and Selling Unit Holders may sell their securities covered by this prospectus from time to time in any market where our securities are quoted. There is no market for our securities at the present time. The Selling Shareholders and Selling Unit Holders will sell their securities through broker dealers of their own choosing or in private transactions. Selling Shareholders Quetzal Capital Funding 1, Inc. and/or Coast To Coast Equity Group, Inc., or brokers, dealers or agents that participate in the distribution of the common stock, may be deemed to be underwriters, and any discounts on the sale of common stock by them and any discounts, concessions, or commissions they receive may be deemed to be underwriter discounts and commissions under the Securities Act.

Under the securities laws of some states, securities may be sold in such states only through registered or licensed brokers or dealers. We will inform the Selling Shareholder and Selling Unit Holders that any underwriters, brokers, dealers or agents effecting transactions on behalf of them must be registered to sell securities in all 50 states. In addition, in some states the securities may not be sold unless the securities have been registered or qualified for sale in such state or an exemption from registration or qualification is available and there is compliance with those exemptions.

Valley Forge will pay all the expenses of the registration, offering, and sale of the securities offered to the public under this prospectus other than commissions, fees, and discounts of underwriters, brokers, dealers or agents. We estimate the expenses of the offering, to be borne by Valley Forge, will be approximately $30,000. We will not receive any proceeds from the sale of the shares of common stock by the Selling Shareholders or Selling Unit Holders. We will, however, receive proceeds from the cash exercise of warrants held by the Unit Holders.

The Selling Shareholders and Selling Unit Holders should be aware that the anti-manipulation provisions of Regulation M under the Exchange Act will affect purchases and sales of securities by the Selling Shareholders and Selling Unit Holders and that there are restrictions on market-making activities by persons engaged in the distribution of the securities. Under Regulation M, the Selling Shareholders, the Selling Unit Holders, or their agents may not bid for or purchase, or attempt to induce any person to bid for or purchase, shares of our securities while they are distributing securities covered by this prospectus. Accordingly, except as noted below, the Selling Shareholders and Selling Unit Holders are not permitted to cover short sales or purchase shares while the distribution is taking place. We will advise the Selling Shareholders and Selling Unit Holders that if a particular offer of securities is to be made on terms materially different from the information set forth in the above Plan of Distribution, that a post-effective amendment to the accompanying registration statement must be filed with the Securities and Exchange Commission.

LEGAL PROCEEDINGS

The Company is not a party to any actual or threatened legal proceedings.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS & CONTROL PERSONS

The following persons are officers and directors of Valley Forge as of the date of this prospectus:

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

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Louis J. Brothers

A founding shareholder of Valley Forge, since 1997 Louis J. Brothers has been the president and chairman of the board of directors of Valley Forge. 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 Conshohocken, Pennsylvania. Mr. Brothers holds a Bachelor of Science Degree in Interdisciplinary Sciences from the University of Cincinnati.

Mr. Brothers, as a controlling shareholder, will most likely choose to remain a director of the Company for the foreseeable future.

Larry K. Wilhide

Larry K. Wilhide is a founder of Valley Forge, and since its inception in 1997 has been a director and the vice-president of engineering. Mr. Wilhide is a part-time employee of Valley Forge 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.

Mr. Wilhide, as a controlling shareholder, will most likely choose to remain a director of the Company for the foreseeable future.

-18-

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the ownership of the Company's common stock as of November 10, 2006, with respect to: (i) each person known to the Company to be the beneficial owner of more than five percent of the Company's common stock; (ii) all directors; and (iii) directors and executive officers of the Company as a group. The notes accompanying the information in the table below are necessary for a complete understanding of the figures provided below. As of November 10, 2006, there were 46,296,500 shares of common stock issued and outstanding. 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 50 East River Center Boulevard, Suite 820 Covington, Kentucky 41011	18,880,000	38%
Common Stock ($0.001 par value)	Larry & Pat Wilhide, TEN ENT 50 East River Center Boulevard, Suite 820 Covington, Kentucky 41011	18,880,000	38%
Common Stock ($0.001 par value)	Quetzal Capital Funding 1, Inc. 9040 Town Center Parkway Bradenton, Florida 34202	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.

Coast To Coast Equity Group, Inc., and Quetzal Capital Funding 1, Inc., are protected from dilution of their percentage ownership of the Company. Non-dilution rights, as defined by the registration rights agreement (incorporated by reference herein), 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 this registration statement and are assignable in private transactions, provided that the shares are not sold in market transactions.

-19-

DESCRIPTION OF SECURITIES

Common Stock

As of November 10, 2006, the number of issued and outstanding shares of the Company's common stock was 46,296,500. The number of common stock shares authorized is 100,000,000 of $0.001 par value common stock. The common stock holds voting rights of one vote per share, is entitled to dividends when and if declared out of funds legally available therefor, but has no preemptive rights.

Shareholders: As of November 10, 2006, there were 69 shareholders of record.

Dividends: The Company has not declared a cash dividend during the fiscal years ending December 31, 2003, 2004 and 2005.

Warrants and Units

As of November 10, 2006, the number of issued and outstanding warrants is 4,296,500. Of these, 3,000,000 are warrants issued to a consultant to the Company, Coast To Coast Equity Group, Inc. (“CTCEG”). These warrants have certain rights identified in a warrant agreement dated July 6, 2006 and filed as an exhibit to the Company’s Form 8-K filed with the SEC on July 11, 2006. In general, CTCEG is entitled to exercise its warrants at strike prices between $1.00 per share and $2.00 per share. CTCEG is not required to pay cash to the Company if the strike price of the warrant it exercises is lower than the market price of a share of the Company’s common stock. The warrants issued to CTCEG are effective for a period of two years from the date the SEC declares effective this Form SB-2 registration statement and prospectus.

The Company issued the remaining 1,296,500 warrants to investors who purchased a unit of restricted common stock with one restricted warrant. These warrants are exercisable at $1.50 per share and do not contain the cashless exercise rights provided to CTCEG. These warrants, if not exercised, expire six (6) months after this Form SB-2 registration statement and prospectus are declared effective. The full text of the Securities Purchase Agreement that describes the warrants in detail is attached hereto as an Exhibit. The units also have price protection rights for a period of time. The warrants contained in the units have price protection rights for a period of six (6) months, while the common stock contained in the units have price protection rights for one (1) year. The price protection mechanism enables the holder of the common stock and/or warrant to receive additional shares and/or warrants if the price at which future common stock or warrants are sold is less than the price per unit paid for his or her unit.

The warrants held by the unit investors and the warrants issued to CTCEG are freely assignable. However, only the warrants issued as part of the units purchased in the Regulation D offering are being registered pursuant to this registration statement.

INTEREST OF NAMED EXPERTS AND COUNSEL

No AExpert@ or ACounsel@ (as defined by Item 509 of Regulation S-B promulgated pursuant to the Securities Act of 1933) whose services were used in the preparation of this Form SB-2 was hired on a contingent basis. The Company’s securities counsel, Russell C. Weigel, III, and his wife, are purchasers of 5,000 shares of the Company’s common stock and are among the Selling Shareholders whose common stock will be registered pursuant to this Form SB-2 registration statement.

Legal Matters

The validity of the shares of common stock offered hereby have been passed upon for Valley Forge by Mr. Russell C. Weigel, III, an attorney admitted in the District of Columbia, and the States of Florida and New York.

Experts

The financial statements of Valley Forge as of December 31, 2005 and 2004 and the years then ended, were audited by Morison Cogen LLP, Independent Registered Public Accounting Firm, as stated in their report appearing herein dated May 2, 2006.

Following the share exchange transaction dated July 6, 2006 between Quetzal Capital 1, Inc., a Florida corporation, and Valley Forge Composite Technologies, Inc., a Pennsylvania corporation, the resulting Company elected to engage the auditors of Quetzal Capital 1, Inc. as their current audit firm. There were no disagreements between Morison & Cogen, LLP and Valley Forge Composite Technologies, Inc. leading to its decision to change auditors.

-20-

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company entered into a Consulting Services Agreement with Coast To Coast Equity Group, Inc. (“CTCEG”) on July 6, 2006. CTCEG is owned by the same three shareholders that own Quetzal Capital Funding 1, Inc., the former controlling shareholder of Quetzal Capital 1, Inc. Quetzal Capital 1, Inc. is the former shell company now renamed as Valley Forge Composite Technologies, Inc., a Florida corporation, and is the parent corporation of Valley Forge Composite Technologies, Inc., a Florida corporation. While CTCEG is neither an affiliate of the Company nor of Quetzal Capital Funding 1, Inc., CTCEG is controlled by Quetzal Capital Funding 1, Inc.’s shareholders.

The Consulting Services Agreement provides for CTCEG to be compensated pursuant to a Warrant Agreement wherein CTCEG will receive 3,000,000 warrants to purchase the Company’s $0.001 par value common stock at prices ranging between $1.00 per warrant and $2.00 per warrant. The common stock issuable upon exercise of the 3,000,000 warrants is registered hereby in this prospectus and registration statement.

The Consulting Services Agreement in general provides for the following services to be provided to the Company:

· Organize and disseminate the Company’s information to potential investors and to the investment community as part of the Company’s responsibilities to disseminate material information pursuant to the Securities Exchange Act of 1934, as amended, and in compliance with other applicable laws;

· Appoint and pay for a legal counsel in connection with the preparation of corporate authorizations, board minutes, agreements, and proxy agreements on behalf of the Company in order for the Company to fulfill its prerequisites to execution of the Share Exchange Agreement dated July 6, 2006; and

· Maintain a branch office and all expenses thereof for the benefit of the Company for the two (2) year period from July 6, 2006.

CTCEG has performed the second bullet point above and is performing the first and third bullet points above. The Consulting Services Agreement and the Warrant Agreement are filed as exhibits to the Company’s Form 8-K filed with the U.S. Securities and Exchange Commission on July 11, 2006.

CTCEG and Quetzal Capital Funding 1, Inc., are protected from dilution of their percentage ownership of the Company. Non-dilution rights, as defined by the Registration Rights Agreement attached as an exhibit to the Company’s Form 8-K filed with the SEC on July 11, 2006, 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 this registration statement, for all shares of the Company’s common stock then owned by either entity or by their assigns. The non-dilution rights will not attach to any shares sold by either entity in open market transactions.

On August 11, 2006, the Company issued a convertible debenture to CTCEG in the amount of $42,000 in exchange for cash received. The interest rate is of 4% per annum and runs from August 11, 2006. The amounts due may be paid in cash or cash equivalents, including but not limited to payment in the form of the Company’s common stock valued at $1.00 per share, or CTCEG may apply amounts due toward the cash exercise of CTCEG’s Warrant Agreement.

During the nine months ended September 30, 2006, Louis Brothers advanced the Company $591,466.

-21-

DESCRIPTION OF BUSINESS

This prospectus contains forward-looking statements which involve risks and uncertainties. Actual results could differ materially from those discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in "Risk Factors.@

On July 6, 2006, Quetzal Capital 1, Inc., which was a shell corporation incorporated in Florida in 2005, completed a share exchange with the shareholders of Valley Forge Composite Technologies, Inc., a Pennsylvania corporation (“VFCT”). As a result of the share exchange, there was a change in control of the shell corporation, and its status as a shell corporation ceased. VFCT, became a wholly owned subsidiary of Quetzal Capital 1, Inc., and the management of VFCT became the management and controlling shareholders of Quetzal Capital 1, Inc. Simultaneously, the new controlling shareholders changed the name of Quetzal Capital 1, Inc. to Valley Forge Composite Technologies, Inc., a Florida corporation. Today, the entire operating business of the Company consists of the operations of its subsidiary, VFCT. VFCT was formed as a Pennsylvania corporation in November 1996. Other than the reclassifications resulting from the share exchange transaction, 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.

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 VFCT has focused much of its energy on the development and commercialization of its counter-terrorism products. Its current product under development is 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. This product is more fully described below. 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 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.

(For the remainder of this business description, we will describe the operations of VFCT as the operations of the Valley Forge without separate reference to the subsidiary.)

Technology Protection

Valley Forge 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. Valley Forge has an option to indefinitely extend its rights to THOR.Valley Forge 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, Valley Forge believes that THOR owners are more likely than not for several years to not purchase a competitive product. In the meantime, Valley Forge 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.

-22-

Research and Development

On July 14, 2003, a Cooperative Research and Development Agreement (“CRADA”) was executed between the Company and the Regents of the University of California’s Lawrence Livermore National Laboratory (“LLNL”), a laboratory funded by the U.S. Department of Energy (“DOE”). The New Independent State of the former Soviet Union, by the P.N. Lebedev Physical Institute of the Russian Academy of Sciences, 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 THOR system into the international transportation security market. The Company’s portion of the 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. $450,000 and $375,000 of the Company’s total costs were incurred during the nine months ended September 30, 2006 and 2005. The grant funds are allocated to the Lawrence Livermore National Laboratories and are not part of Valley Forge’s financial statements. Valley Forge has recorded research and development expenses through contributions of the shareholders to facilitate the commercialization of THOR. These expenses are set forth in Valley Forge’s financial statements in this prospectus.

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 Valley Forge 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 Valley Forge 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, Valley Forge 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 Valley Forge’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

Valley Forge believes that it will have a competitive advantage over every known product available on the market today. Valley Forge’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 Valley Forge’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 Valley Forge’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, Valley Forge 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. Valley Forge’s THOR generates 55 MeV.

Equally important, Valley Forge’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

Valley Forge intends to sell THOR through direct sales means in the United States, Canada, and Europe. Valley Forge 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 Valley Forge does not anticipate any change to this in the future.

Costs and Effects of Compliance with Environmental Laws

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

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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

Valley Forge’s successful production and sales of THOR will initially depend to a great extent on the United States Government’s interest in THOR. Valley Forge 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.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Financial Statements and accompanying notes and the other financial information appearing elsewhere in this prospectus. Our fiscal year end is December 31.

General

The Company’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 obtained private investor financing following the approval by its shareholders of the share exchange competed in July 2006. 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 and cash exercises of warrants 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.

Overview

On July 6, 2006, Quetzal Capital 1, Inc., which was a shell corporation incorporated in Florida in 2005, completed a share exchange with the shareholders of Valley Forge Composite Technologies, Inc., a Pennsylvania corporation (“VFCT”). As a result of the share exchange, there was a change in control of the shell corporation, and its status as a shell corporation ceased. VFCT became a wholly owned subsidiary of Quetzal Capital 1, Inc., and the management of VFCT became the management and controlling shareholders of Quetzal Capital 1, Inc. Simultaneously, the new controlling shareholders changed the name of Quetzal Capital 1, Inc. to Valley Forge Composite Technologies, Inc., a Florida corporation. Today, the entire operating business of the Company consists of the operations of its subsidiary, VFCT. VFCT was formed as a Pennsylvania corporation in November 1996.

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” or “Accelerator-Detector Complex”) in the United States and to certain other countries and to develop THOR. To the best of VFCT’s knowledge, other than THOR, 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.

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 Quetzal Capital 1, Inc.’s corporate shareholder, Quetzal Capital Funding I, Inc. (“QCF1”), and a registration rights agreement for QCF1, CTCEG and others. The details of the share exchange and the related agreements are set forth in detail and are attached as exhibits to a Form 8-K, filed on July 11, 2006, as supplemental information.

Critical Accounting Policies and Estimates

A summary of significant accounting policies is provided in Note 1 to VFCT’s 2005 audited financial statements (filed with the SEC on July 11, 2006 in the Company’s Form 8-K). Our executive officers and directors believe that the application of these policies on a consistent basis enables the Company to provide useful and reliable financial information about the Company's operating results and financial condition.

The preparation of financial statements in conformity with generally accepted accounting principles requires our executive officers and directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results will differ from those estimates.

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Plan of Operation

The Company’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.

During the quarter ended September 30, 2006, the Company obtained $335,000 in private investor equity financing (we received an additional $961,500 after the quarter ended) following the approval by its shareholders of the share exchange competed in July 2006. The Company expects to use any proceeds raised from private equity capital raising efforts to meet general operational and payroll expenses, which may also include the payment of additional research and development and marketing expenses. We also incurred a debt obligation in that we issued a convertible debenture for $42,000 during the three month reporting period. The debenture carries an interest rate of 4% per annum and is payable in cash or cash equivalents, including payment of the Company’s common stock. Also, our president loaned us $1937 for the third quarter.

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 and cash exercises of warrants 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.

Financial Results

Going Concern

As reflected in the accompanying consolidated financial statements, the Company has an accumulated deficit of $1,949,879 at September 30, 2006, net losses in the nine months ended September 30, 2006 of $721,914 and cash used in operations during the nine months ended September 30, 2006 of $775,568. While the Company is attempting to increase sales, the growth has not been significant enough to support the Company’s daily operations. Management may attempt to raise additional funds by way of a public or private offering of its securities. While the Company believes in the viability of its strategy to improve sales volume and its ability to raise additional funds, there can be no assurances to that effect. The Company’s limited financial resources have prevented the company from aggressively advertising its products and services to achieve consumer recognition. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan to generate increased revenues and to raise additional funds. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that the actions presently being taken to further implement its business plan and generate additional revenues and to raise additional funds provide the opportunity for the Company to continue as a going concern.

Results of Operations

Our primary business activities during the most recent quarter involved completing a share exchange agreement with QC1, seeking and obtaining office space from which to manage the Company, seeking appropriate manufacturing locations and facilities, seeking private investment capital to fund our working capital needs, and to continue facilitating the process of obtaining necessary government approvals for the production of our primary product in development, the THOR technology. We did not generate any revenues from any active business operation during the third fiscal quarter of 2006.

For the three months ended September 30, 2006, we had a net loss of $350,215 and a net loss per share of $0.01, as compared to the third quarter ended September 30, 2005 in which we had a net loss of $137,365 and a net loss per share of $0.00. For the nine months ended September 30, 2006, we had a net loss of $721,914 and a net loss per share of $0.02, as compared to the nine months ended September 30, 2005 where we had a net loss $422,968 and a net loss per share of $0.01. The differences in performances for the nine months ending September 30, 2006 and September 30, 2005 reflect the recognition of certain payroll expenses and the recognition of the expenses of the 3,000,000 warrants issued to CTCEG. The primary differences in results between the quarter ended September 30, 2006 and September 30, 2005 are the incurrence of payroll expenses, rent expense for our new headquarters office, and legal and accounting expenses pertaining to our new reporting obligations as a reporting company.

On July 14, 2003, a Cooperative Research and Development Agreement (“CRADA”) was executed between the Company and the Regents of the University of California’s Lawrence Livermore National Laboratory (“LLNL”), a laboratory funded by the U.S. Department of Energy (“DOE”). The New Independent State of the former Soviet Union, by the P.N. Lebedev Physical Institute of the Russian Academy of Sciences, 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 (also referred to in this Form 10-QSB as “THOR”) 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 were incurred during the years ended December 31, 2005, 2004 and 2003. $450,000 and $375,000 of the Company’s total costs were incurred during the nine months ended September 30, 2006 and 2005.

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On September 1, 2006, the Company entered into a lease of 2,985 square feet of office space located at 50 E. River Center Boulevard, Suite 820, Covington, Kentucky. The lease is for a term of five years beginning on the first day of September, 2006 and ending on the last day of August, 2011. The annual base rent increases every 12 months starting at approximately $40,484 and ending at approximately $53,730. Under the terms of the lease, additional rent for operating expenses of the building shall also be payable by the Company at a pro rata share deemed to be 0.928%, which will total approximately $19,402 for the first 12 months. These expenses are anticipated to increase at a rate of 3% per year.

Liquidity and Capital Resources

During the three months ending September 30, 2006, we raised $335,000 in private equity funding from sales of equity securities, $42,000 received from issuance of a convertible debenture, and during the nine months ended September 30, 2006, we recognized a $921,919 receivable during the first quarter of 2006 that we believe is fully collectible. Following the quarter ended September 30, 2006, we raised an additional $961,500 from sales of equity securities. On July 6, 2006, the Company issued 3,000,000 warrants to CTCEG in exchange for consulting services rendered. The Company valued these warrants at the fair market value on the dates of the grant. The Company recorded stock based consulting expense of $71,225. During the nine months ended September 30, 2006, the Company’s president advanced the Company $591,466.

During the nine months ended September 30, 2005, we did not raise any capital from outside sources and had no sales revenue.

The $335,000 we raised during the third quarter of 2006 came from sales of 335,000 units at $1.00 per unit which consist of 1 share of common stock and 1 warrant which can be exercised at $1.50 per share within 6 months from the effective date of a registration statement registering the units and the underlying shares reserved for the exercise of the warrants. The registration statement is required to be filed within 30 days from the date that the Company attains a shareholder base of 35 shareholders. Pursuant to the terms of a registration rights agreement entered into on July 6, 2006, the Company has agreed to file a registration statement covering the shares of common stock underlying the securities issued to CTCEG and the units sold to private securities purchasers (the unit purchasers) and the common stock underlying the units’ warrants, and to register for resale the 5,000,000 shares owned by QCF1, no later than 30 days after the Company obtains a shareholder base of 35 shareholders, and will use its best efforts to have the registration statement declared effective with the SEC within 180 days of the filing date. If the Company does not meet the scheduled filing date, it has agreed to pay liquidated damages as required in the registration rights agreement (incorporated by reference from exhibit 10.1 to the Company’s Form 8-K filed with the Commission on July 11, 2006). Similar registration rights apply to the Company’s sales of securities in private placement transactions. Management expects to timely file the registration agreement. Accordingly, liquidated damages have not been accrued as of the balance sheet date.

On July 6, 2006, the Company issued 40,000,000 shares of common stock, par value $.001 to VFCT’s shareholders as part of the share exchange agreement.

On June 27, 2005, the QC1 issued 5,000,000 shares of common stock, par value $.001 per share, to its initial shareholder in exchange for $5,000 in cash.

Recent Accounting Pronouncements

As stated in the Notes to our financial statements above, we do not believe that any changes in accounting pronouncements have had a material affect on our financial statements.

Off-Balance Sheet Arrangements

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

Employees

The Company has four direct employees, of which two are executive management and two are administrative employees. The LLNL, DOE, and Lebedev working groups have assigned their own personnel to the THOR project. The personnel assigned to work on the THOR project by these working groups are not paid for by Valley Forge.

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Description of Property

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

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

On September 1, 2006, the Company leased 2,985 square feet of office space located at 50 E. River Center Boulevard, Suite 820, Covington, Kentucky. The term of the lease is for five years and terminates on the last day of August, 2011. The annual base rent increases every 12 months starting at approximately $40,484 and ending at approximately $53,730. Under the terms of the lease, additional rent for operating expenses of the building shall also be payable by the Company’ at a pro rata share deemed to be .928%, which will total approximately $19,402 for the first 12 months. These expenses are anticipated to increase at a rate of 3% per year.

Reports to Security Holders

We are not required to deliver an annual report to security holders and do not plan to send a copy of the annual report to them. If we choose to create an annual report, it will contain audited financial statements. We intend to file all required information with the SEC. We plan to file with the SEC our Forms 10KSB, 10QSB and all other forms that are or may become applicable to us.

The public may read and copy any materials filed with the SEC at the SEC=s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We have filed all statements and forms with the SEC electronically, and they are available for viewing or copy on the SEC=s Internet site, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Internet address for this site is http://www.sec.gov.

EXECUTIVE COMPENSATION

The Company expects to compensate each of its directors and executive officers at such time during the fiscal year 2006 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	$ 80,000	Vice-President
	0	Director

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 are projections dependent upon the receipt of sufficient capital financing.

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.” This commission did not pertain to a sale of a THOR unit. In the future, Mr. Brothers and all other employees will receive commissions from their individual efforts resulting in customer purchase orders for THOR units.

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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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

STATEMENTS OF CASH FLOWS

NOTES TO FINANCIAL STATEMENTS

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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

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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.

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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.

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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.

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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.

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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

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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).

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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.

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VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

FINANCIAL STATEMENTS

SEPTEMBER 30, 2006

(UNAUDITED)

-39-

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2006

(UNAUDITED)

ASSETS
Current assets:
Cash and cash equivalents	$	191,616
Accounts receivable		921,919
Total current assets		1,113,535
Property and equipment, net		21,432
Other assets:
Security deposit		5,534
Total Assets	$	1,140,501
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	355,367
Convertible debenture payable		42,000
Due to shareholders		633,552
Total current liabilities		1,030,919
Shareholders' Deficit
Common stock, $.001 par value, 100,000,000
shares authorized; 45,335,000 shares
issued and outstanding		45,335
Additional paid-in capital		2,014,126
Accumulated deficit		(1,949,879	)
Total shareholders' deficit		109,582
Total Liabilities and Shareholders' Deficit	$	1,140,501

See Accompanying Notes to Unaudited Consolidated Financial Statements

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VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the three months ending						For the nine months ending
	September 30,						September 30,
	2006			2005			2006			2005
Sales	$	-		$	-		$	1,339,511		$	-
Costs and expenses
Cost of sales		-			-			588,200			-
Research and development		150,000			125,000			450,000			375,000
Selling and administrative expenses		129,125			12,408			952,191			48,078
Stock based consulting		71,225			-			71,225			-
		350,350			137,408			2,061,616			423,078
Loss from operations		(350,350	)		(137,408	)		(722,105	)		(423,078	)
Other income
Investment income		135			43			191			110
Net loss	$	(350,215	)	$	(137,365	)	$	(721,914	)	$	(422,968	)
Loss per common share
Basic	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.01	)
Diluted	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.01	)
Weighted Average Common Shares Outstanding
Basic		45,100,543			45,000,000			45,033,883			45,000,000
Diluted		45,100,543			45,000,000			45,033,883			45,000,000

See Accompanying Notes to Unaudited Consolidated Financial Statements

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VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the nine months ended
	September 30,
	2006			2005
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(721,914	)	$	(422,968	)
Adjustments to reconcile net loss
to net cash provided by (used in)
operating activities:
Depreciation expense		3,436			3,152
Contributed capital for services		450,000			375,000
Fair value of warrants issued for consulting services		71,225			-
Change in operating assets and liabilities
(Increase) Decrease in:
Accounts Receivable		(921,919	)		-
Security deposit		(5,534	)
Increase (decrease) in:
Accounts Payable and Accrued Expenses		349,138			(159	)
NET CASH USED IN		(775,568	)		(44,975	)
OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
Capital Expenditures		(16,132	)		(402	)
NET CASH USED IN		(16,132	)		(402	)
INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Gross proceeds from sale of common stock		335,000			-
Proceeds from convertible debenture payable		42,000			-
Loan from shareholder		591,466			-
Loan repayment to shareholder		-			(18,100	)
NET CASH PROVIDED BY (USED IN)		968,466			(18,100	)
FINANCING ACTIVITIES
NET INCREASE (DECREASE) IN CASH		176,766			(63,477	)
CASH AT BEGINNING OF PERIOD		14,850			69,756
CASH AT END OF PERIOD	$	191,616		$	6,279
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Income taxes	$	-		$	-
Interest	$	4,779		$	52

See Accompanying Notes to Unaudited Consolidated Financial Statements

-42-

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006

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

The accompanying unaudited consolidated financial statements have been prepared by Valley Forge Composite Technologies, Inc., a Florida corporation (the “Company”). (Prior to July 6, 2006, we were named Quetzal Capital 1, Inc.) The Company’s unaudited financial statements are consolidated with the results of its subsidiary, Valley Forge Composite Technologies, Inc., a Pennsylvania corporation (“VFCT”). ⁽¹⁾ 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 policies described here and in the summary of Accounting Policies included in VFCT’s 2005 audited financial statements. These financial statements should be read in conjunction with the 2005 audited financial statement included in the Form 8-K. VFCT’s 2005 audited financial statements are contained in the Company’s Form 8-K filed with the Securities and Exchange Commission (the “Commission” or the “SEC”) on July 11, 2006. Our Form 8-K is publicly available on the Commission’s website located at www.sec.gov.

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 VFCT’s 2005 audited financial statements should be read in conjunction with the accompanying interim financial statements included in this Form 10-QSB. The interim operating results for the nine months ended September 30, 2006 may not be necessarily indicative of the operating results expected for the full year.

The consolidated financial statements are prepared in accordance with generally accepted accounting principals in the United States of America (“US GAAP”). The consolidated financial statements of the Company include the Company and its subsidiary. All material intercompany balances and transactions have been eliminated.

Share exchange agreement

On July 6, 2006, Quetzal Capital 1, Inc., a Florida corporation (“QC1”) entered into a share exchange agreement with Valley Forge Composite Technologies, Inc., a Pennsylvania corporation (“VFCT”). ⁽¹⁾ QC1 was a reporting shell corporation with no operations. The share exchange was approved by QC1 and its sole shareholder, Quetzal Capital Funding I, Inc. (“QCF1”), 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 QC1, and QC1 changed its name to Valley Forge Composite Technologies, Inc., a Florida corporation. Several related agreements were also made with parties associated or affiliated with QC1 in connection with the approval of the share exchange. These agreements involved 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 QC1’s sole corporate shareholder, QCF1, and a registration rights agreement for QCF1, CTCEG and others. The details of the share exchange and the related agreements are set forth in detail and are also attached as exhibits to the Company’s Form 8-K, filed with the Commission on July 11, 2006, as supplemental information.

Nature of the Business

Going forward from the July 2006 share exchange transaction, the only operating business of the Company has been the business of its subsidiary VFCT. VFCT was incorporated in Pennsylvania on November 21, 1996 and has engaged and continues to engage in the development and sales of scientific technologies.

Summary of Significant Accounting Policies

Except as may otherwise be provided herein, these unaudited consolidated financial statements have been prepared consistently with the accounting policies described in Note 1 to VFCT’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 estimates 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.

⁽¹⁾  In addition, the share exchange between QC1 and VFCT was accounted for as a reverse merger because on a post-merger basis, the former VFCT shareholders hold a majority of the outstanding common stock of QC1 on a voting and a fully diluted basis.  As a result, VFCT was deemed to be the acquirer for accounting purposes.  Accordingly, the consolidated financial statements presented, beginning with the period ending September 30, 2006, are the financial statements of the consolidated companies from the acquisition date forward.  The historical shareholders' deficit of VFCT prior to the acquisition has been retroactively restated (a recapitalization) for the equivalent number of shares received in the acquisition after giving effect to any differences in the par value of QC1's and VFCT's common stock, with an offset to additional paid-in capital.  The restated consolidated retained earnings of the accounting acquirer (VFCT) are carried forward after the acquisition.

-43-

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006

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

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, accounts receivable, due to stockholders, accounts payables and accrued expenses. The carrying values of cash and cash equivalents, accounts receivable, due to stockholders, accounts payables and accrued expenses approximate fair value due to their short term 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.

Cash Equivalents

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

Accounts Receivable

The Company carries its accounts receivable at cost less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts, when deemed necessary, based on its history of past write-offs and collections and current credit conditions. Management believes that the accounts receivable balance as of September 30, 2006 is fully collectible, and therefore, no provision for uncollectible accounts has been made in these statements.

Property and Equipment

Property and equipment is stated at cost. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. Expenditures for major renewals and betterments that extend the useful lives of the assets are capitalized. Expenditures for maintenance and repairs of the assets are charged to expense as incurred.

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

Historically, the Pennsylvania 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, VFCT did not pay federal and state corporate income taxes on its taxable income. Instead, the stockholders were liable for individual federal and state income taxes on their respective shares of VFCT’s taxable income.

-44-

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006

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

Income Taxes (continued)

Effective July 6, 2006 (date of the exchange agreement explained in Note 7), VFCT is no longer a Subchapter S corporation and is now subject to corporate level taxes on its earnings.

Under the asset and liability method of FASB Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance, when in the Company's opinion it is likely that some portion or the entire deferred tax asset will not be realized.

Loss per common share

In accordance with SFAS No 128 “Earnings Per Share,” Basic earnings per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the periods below the Company excludes potentially dilutive securities from the loss per share calculations as their effect would have been anti-dilutive.

The following sets forth the computation of earnings per share.

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2006			2005			2006			2005
Net loss	$	( 350,215	)	$	( 137,365	)	$	( 721,914	)	$	( 422,968	)
Weighted average shares outstanding		45,100,543			45,000,000			45,033,883			45,000,000
Loss per share - basic & dilutive	$	(.01	)	$	(.00	)	$	(.02	)	$	(.01	)

Share Based Payments

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," which replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under SFAS No. 123(R), companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees or independent contractors are required to provide services. Share-based compensation arrangements include stock options and warrants, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. In March 2005, the SEC issued Staff Accounting Bulletin No. 107, or “SAB 107”. SAB 107 expresses views of the staff regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations and provides the staff's views regarding the valuation of share-based payment arrangements for public companies. SFAS No. 123(R) permits public companies to adopt its requirements using one of two methods. On April 14, 2005, the SEC adopted a new rule amending the compliance dates for SFAS 123(R). Companies may elect to apply this statement either prospectively, or on a modified version of retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods under SFAS 123.

-45-

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006

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

Share Based Payments (continued)

Effective January 1, 2006, the Company has fully adopted the provisions of SFAS No. 123(R) and related interpretations as provided by SAB 107. As such, compensation cost is measured on the date of grant as the fair value of the share-based payments. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively. Prior to January 1, 2006, neither VFCT nor QC1 had any stock-based compensation plans.

The Company granted 3,000,000 warrants in connection with a two-year consulting agreement beginning July 6, 2006 to CTCEG during the quarter ended September 30, 2006. The warrants granted in connection with the consulting agreement include the following provisions: 1,000,000 warrants to purchase 1,000,000 shares at an exercise price of $1.00 per share when the per share market value closes at or above $1.00 for up to two years from the effective date of the registration statement registering the underlying shares; 1,000,000 warrants to purchase 1,000,000 shares at an exercise price of $1.50 per share when the per share market value closes at or above $1.50 for up to two years from the effective date of the registration statement registering the underlying shares; and, 1,000,000 warrants to purchase 1,000,000 shares at an exercise price of $2.00 per share when the per share market value closes at or above $2.00 for up to two years from the effective date of the registration statement registering the underlying shares. A total of $569,800 was allocated to these warrants using the Black-Scholes pricing model with the following assumptions: share price of $1.00; Strike prices ranging from $1.00 to $2.00 per share; Time to expiration (days) of 638; Expected volatility of 52.86%; no dividends; and an annual interest rate based on 3-month U.S. Treasury Bill of 4.81%. Three months consulting expense  ($71,225) was attributed to the grant of these warrants during the quarter ended September 30, 2006. A reconciliation of these warrants issued and outstanding at September 30, 2006 is as follows:

Warrants outstanding at June 30, 2006	-
Granted	3,000,000
Exercised/forfeited	-
Warrants outstanding at September 30, 2006	3,000,000

Recent accounting pronouncements

In May 2005, the Financial Accounting Standard Board ("FASB") issued Statement No. 154, "Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20, Accounting Changes, and Statement No. 3, Reporting Accounting Changes in Interim Financial Statements" (SFAS 154). SFAS 154 changes the requirements for the accounting for, and reporting of, a change in accounting principle. Previously, most voluntary changes in accounting principles were required to be recognized by way of a cumulative effect adjustment within net income during the period of the change. SFAS 154 requires retrospective application to prior periods' financial statements, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS 154 is effective for accounting changes made in fiscal years beginning after December 15, 2005; however, the Statement does not change the transition provisions of any existing accounting pronouncements. We do not believe adoption of SFAS 154 will have a material effect on our financial position, results of operations or cash flows.

In July 2005, the FASB issued FASB Staff Position ("FSP") 150-5, "Accounting Under SFAS 150 for Freestanding Warrants and Other Similar Instruments on Redeemable Shares". FSP 150-5 clarifies that warrants on shares that are redeemable or puttable immediately upon exercise and warrants on shares that are redeemable or puttable in the future qualify as liabilities under SFAS 150, regardless of the redemption feature or redemption price. The FSP is effective for the first reporting period beginning after September 30, 2005, with resulting changes to prior period statements reported as the cumulative effect of an accounting change in accordance with the transition provisions of SFAS 150. We adopted the provisions of FSP 150-5 on July 1, 2005, which did not have a material effect on our financial statements.

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VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006

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

Recent accounting pronouncements (continued)

In September 2006, the FASB issued FASB Statement No. 157. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is a relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practices. This Statement is effective for financial statements for fiscal years beginning after November 15, 2007. Earlier application is permitted provided that the reporting entity has not yet issued financial statements for that fiscal year. Management believes this Statement will have no impact on the financial statements of the Company once adopted.

NOTE 2 - GOING CONCERN

As reflected in the accompanying consolidated financial statements, the Company has an accumulated deficit of $1,949,879 at September 30, 2006, net losses in the nine months ended September 30, 2006 of $721,914 and cash used in operations during the nine months ended September 30, 2006 of $775,568. While the Company is attempting to increase sales, the growth has not been significant enough to support the Company’s daily operations. Management may attempt to raise additional funds by way of a public or private offering of its securities. While the Company believes in the viability of its strategy to improve sales volume and its ability to raise additional funds, there can be no assurances to that effect. The Company’s limited financial resources have prevented the company from aggressively advertising its products and services to achieve consumer recognition. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan to generate increased revenues and to raise additional funds. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that the actions presently being taken to further implement its business plan and generate additional revenues and to raise additional funds provide the opportunity for the Company to continue as a going concern.

NOTE 3 - 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 (see Note 2).

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 for the development and commercialization of an Advanced-Detector Complex, which is more fully described in Note 5. The Company also seeks the acquisition, development, and commercialization of other advanced technologies.

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.

-47-

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006

NOTE 4 - DUE TO SHAREHOLDER

Amount represents advances from two shareholders, due on demand with no stated interest or repayment terms.

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’s Lawrence Livermore National Laboratory (“LLNL”), a laboratory funded by the U.S. Department of Energy (“DOE”). The New Independent State of the former Soviet Union, by the P.N. Lebedev Physical Institute of the Russian Academy of Sciences, 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 (also referred to in this Form 10-QSB as “THOR”) 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 were incurred during the years ended December 31, 2005, 2004 and 2003. $450,000 and $375,000 of the Company’s total costs were incurred during the nine months ended September 30, 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 6 - RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2006, the Company’s president and major shareholder of the Company advanced the Company $591,466. This amount is included in the due to shareholders balance on the balance sheet at September 30, 2006, bears no interest, and is due on demand.

On August 11, 2006, Coast to Coast Equity Group, Inc., a Company warrent holder, loaned the Company $42,000 as described in Note 9.

NOTE 7 - BUSINESS CONCENTRATIONS

The Company’s only sales in 2006 were to one customer located in Japan. As of September 30, 2006, this customer owes the Company $921,919. Management believes that this amount will be fully collectible.

NOTE 8 - DESCRIPTION OF LEASING ARRANGEMENTS

On September 1, 2006, the Company entered into a lease of 2,985 square feet of office space located at 50 E. River Center Boulevard, Suite 820, Covington, Kentucky.The term of the lease shall be for five years beginning on the first day of September, 2006 and ending on the last day of August, 2011.

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VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006

NOTE 8 - DESCRIPTION OF LEASING ARRANGEMENTS (continued)

The annual base rent increases every 12 months starting at approximately $40,484 and ending at approximately $53,730. Under the terms of the lease, additional rent for operating expenses of the building shall also be payable by the Company at a pro rata share deemed to be 0.928%, which will total approximately $19,402 for the first 12 months. These expenses are anticipated to increase at a rate of 3% per year.

The following is a schedule of future minimum lease payments required under the lease:

September 30,
2007	$	60,661
2008		69,349
2009		71,418
2010		73,562
2011		69,270
Total	$	344,260

NOTE 9 - CONVERTIBLE DEBENTURE

On August 11, 2006, the Company issued a convertible debenture to CTCEG in the amount of $42,000 in exchange for cash received. The interest rate is of 4% per annum and runs from August 11, 2006. The amounts due may be paid in cash or cash equivalents, including but not limited to payment in the form of the Company’s common stock valued at $1.00 per share, or CTCEG may apply amounts due toward the cash exercise of CTCEG’s Warrant Agreement as referred to in Note 1.

NOTE 10 - STOCKHOLDERS’ DEFICIT

On June 27, 2005, the Company issued 5,000,000 shares of common stock, par value $.001 per share, to its initial shareholder in exchange for $5,000 in cash.

On July 6, 2006, the Company issued 40,000,000 shares of common stock, par value $.001 as part of the exchange agreement referred to in Note 1.

On July 6, 2006, the Company issued 3,000,000 warrants in exchange for consulting services rendered. The Company valued these warrants at the fair market value on the dates of the grant as referred to in note 1. The Company recorded stock based consulting expense of $71,255 for the quarter ending September 30, 2006.

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VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006

NOTE 10 - STOCKHOLDERS’ DEFICIT(continued)

On August 11, 2006, the Company issued a convertible debenture for $42,000 referred to in Note 9.

During the third quarter of 2006, the Company sold in private placement transactions 335,000 units at $1.00 per unit which consist of 1 share of common stock and 1 warrant which can be exercised at $1.50 per share within 6 months from the effective date of a registration statement registering the units and the underlying shares reserved for the exercise of the warrants. The registration statement is required to be filed within 30 days from the date that the Company attains a shareholder base of 35 shareholders.

Common Stock Warrants

Stock warrant activity for the nine months ended September 30, 2006 is summarized as follows:

	Number of		Weighted average
	warrants		exercise price
Outstanding at September 30, 2006		0	$	.000
Granted		3,335,000		1.50
Exercised		-		-
Outstanding at September 30, 2006		3,335,000	$	1.50

The following table summarizes the Company's stock warrants outstanding at September 30, 2006:

Warrants outstanding and exercisable
			Weighted		Weighted
			average		average
Range of			remaining		exercise
exercise price	Number		life		price
$           1.00		1,000,000		1.75	$	1.00
$           1.50		1,000,000		1.75	$	1.50
$           2.00		1,000,000		1.75	$	2.00
$           1.50		335,000		.75	$	1.50

NOTE 11 - REGISTRATION RIGHTS AGREEMENT

Pursuant to the terms of a registration rights agreement entered into on July 6, 2006, the Company has agreed to file a registration statement covering the shares of common stock underlying the securities issued to CTCEG and to private securities purchasers (the unit purchasers), and to register for resale the 5,000,000 shares owned by QCF1, no later than 30 days after the Company obtains a shareholder base of 35 shareholders, and will use its best efforts to have the registration statement declared effective with the SEC within 180 days of the filing date. If the Company does not meet the scheduled filing date, it has agreed to pay liquidated damages as required in the registration rights agreement (incorporated by reference from exhibit 10.1 to the Company’s Form 8-K filed with the Commission on July 11, 2006). Similar registration rights apply to the Company’s sales of securities in private placement transactions. Management expects to timely file the registration agreement. Accordingly, liquidated damages have not been accrued as of the balance sheet date.

NOTE 12 - SUBSEQUENT EVENTS

Subsequent to September 30, 2006 the Company sold an additional 961,500 shares of its securities in private placement transactions. The selling price of the securities was $1 per unit. Each unit consists of one share of common stock and one warrant to purchase one additional share of common stock for $1.50. The warrants must be exercised within six months of the effective date of the registration statement registering the units and the underlying common stock reserved for the warrants.

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OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The Company is paying all of the expenses, including legal, accounting, auditing, printing, and filing expenses associated with this registration statement. The expenses are estimated at $30,000.00.

RECENT SALES OF UNREGISTERED SECURITIES

      During the period between August 2006 and November 10, 2006, the Company sold units consisting of one share of $0.001 par value common stock and one warrant to purchase one share of $0.001 par value common stock at an exercise price of $1.50 per warrant. The offering was conducted as an offering exempt from registration pursuant to Regulation D, Rule 506. We sold to 56 purchasers, and all but one of which represented that he or she is an accredited investors. The Company raised $1,296,500 from this offering. The form of Securities Purchase Agreement used in that offering is filed herewith as Exhibit 10.4. All of the securities sold in the Regulation D offering are registered for resale in this Form SB-2 registration statement and prospectus and the sellers are identified in the table on page 11 of this prospectus.

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:

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 defence of any action, suit or proceeding referred to above, or in any defence 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.

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UNDERTAKINGS

A. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the AAct@) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer 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 small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer 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 Securities Act and will be governed by the final adjudication of such issue.

B. For the purpose of determining liability of the registrant (Valley Forge) under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (Section 230.424 of this chapter);

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

INDEX OF EXHIBITS

Exhibit Number	Description
2.1	Share Exchange Agreement Between Quetzal Capital 1, Inc. and the Shareholders of Valley Forge Composite Technologies, Inc., dated July 6, 2006 (incorporated by reference to the Company’s Form 8-K filed July 11, 2006)
3.1	Articles of Incorporation of Quetzal Capital 1, Inc., 2005 (Incorporated by reference to the Company's Form 10-SB as filed with the Securities and Exchange Commission on July 7, 2005).
3.2	Articles of Amendment by Quetzal Capital 1, Inc. changing the company name to Valley Forge Composite Technologies, Inc. (incorporated by reference to the Company’s Form 8-K filed July 11, 2006)
3.3	Bylaws of Quetzal Capital 1, Inc. (Incorporated by reference to the Company's Form 10-SB as filed with the Securities and Exchange Commission on July 7, 2005)
3.3	Articles of Incorporation of Valley Forge Composite Technologies, Inc., a Pennsylvania corporation (1996)
4.1	Form of certificate evidencing shares of "Common Stock” in the Company.
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 (incorporated by reference to the Company’s Form 8-K filed July 11, 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 (incorporated by reference to the Company’s Form 8-K filed July 11, 2006)
5	Legal Opinion
10.1	Registration Rights Agreement, dated July 6, 2006 (incorporated by reference to the Company’s Form 8-K filed July 11, 2006)
10.2	Consulting Agreement between Coast To Coast Equity Group, Inc. and Quetzal Capital 1, Inc., dated July 6, 2006 (incorporated by reference to the Company’s Form 8-K filed July 11, 2006)
10.3	Warrant Agreement between Coast To Coast Equity Group, Inc. and Quetzal Capital 1, Inc., dated July 6, 2006 (incorporated by reference to the Company’s Form 8-K filed July 11, 2006)
10.4	Form of Investment Letter
23	Consent of Auditor

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Covington, State of Kentucky, on November 10, 2006.

	VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.
Date: November 13, 2006	By:	/s/ Louis J. Brothers
		Louis J. Brothers
		President, Secretary and Treasurer (Principal Accounting Officer and Authorized Officer)

By:	/s/ Larry K. Wilhide
	Larry K. Wilhide
	Vice-President

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EX-3.3

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU ROOM 308 NORTH OFFICE BUILDING

P.O. BOX 8722 HARRISBURG. PA 17105-8722

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

THE CORPORATION BUREAU IS HAPPY TO SEND YOU YOUR FILED DOCUMENT. PLEASE NOTE THE FILE DATE AND THE SIGNATURE OF THE SECRETARY OF THE COMMONWEALTH. THE CORPORATION BUREAU IS HERE TO SERVE YOU AND WANTS TO THANK YOU FOR DOING BUSINESS IN PENNSYLVANIA. IF YOU HAVE ANY QUESTIONS PERTAINING TO THE CORPORATION BUREAU, CALL (717) 787-1057.

ENTITY NUMBER: 2725260 MICROFILM NUMBER: 09679

1446-1448

DUANE MORRIS & HECKSCHER COUNTER

Microfilm Number

Filed with the Department of State on Nov 21, 1996

Number. 2725260

Secretary of the Commonwealth

ARTICLES OF INCORPORATION-FOR PROFIT OF

Valley Forge Composite Technologies, Inc.

Name of Corporation

A TYPE OF CORPORATION INDICATED BELOW

Indicate type of domestic corporation:

__X. Business-stock (15 Pa.C.S. § 1306)

__Business-nonstock (15 Pa.C.S. § 2102)

__ Business-statutory close (15 Pa.C.S. § 2303)

__Management(15 Pa.C.S. §2702)

__Professional (15 P*.C.S. § 2003)

__Insurance (15 Pa C.S. § 3101)

__Cooperative (15 Pa.C.5. 5 7102)

In compliance with the requirements of the applicable provisions of 15 Pa.C.S. (relating to corporations and incorporated associations) the undersigned, desiring to incorporate a corporation for profit hereby, state(s) that

1. The name of the Corporation is: Valley Forge Composite Technologies, Inc.

2. The (a) address of the Corporation’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county venue is: (a) 628 Jamie Circle, King of Prussia, PA 19406 Montgomery.

3. The corporation is incorporated under the provisions of the Business Corporation Law of 1988

4. The aggregate number of shares authorized is : 1,000 shares of Common Stock, Par Value $.001 per share.

5. The name and address of each incorporator is:    John W. Kauffman, EsqC/O Duane, Morris & Heckscher, 4200 One Liberty Place, Philadelphia, PA 19103-7396

6. The specified effective date, if any, is : Date of filing

In Testimony whereof, the incorporator(s) hav signed these Articles of Incorporation on this 20^th day of November, 1996

/s/ John W Kauffman

sole incorporator

Rider to the Article of incorporation of Valley Forge Composite Technologies, Inc.

7.  The shareholders of the corporation shall not have the right to cumulate their votes for the

election of directors of the corporation.

8.The provisions of Subchapter E. Subchapter G and Subchapter H of Chapter 25 of the

Business Corporation Law of 1988, as amended, shall not be applicable to the corporation.

EX-4.1

EXHIBIT 4.1

SPECIMEN OF COMMON STOCK CERTIFICATE

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

100,000,000 SHARES COMMON STOCK $0.001 PAR VALUE

This certifies that _________________________________________________ is hereby issued ____________________________________________________ fully paid and non-assessable Shares of Common Stock of Valley Forge Composite Technologies, Inc., transferable on the books of the Corporation by the holder hereof, in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed.

In Witness Whereof, Valley Forge Composite Technologies, Inc. has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed as of this ___ day of 20__.

_____________________________________

PresidentSecretary

EX-5

Exhibit 5

Russell C. Weigel, III, P.A.

One Southeast Third Avenue

Suite 1750

Miami, Florida 33131

Telephone (786) 888-4567

Facsimile (786) 787-0456

November 13, 2006

Valley Forge Composite Technologies, Inc.

Louis J. Brothers, President

50 East River Center Boulevard, Suite 820

Covington, Kentucky 41011

Re:Shares, Units, and Warrants to Be Registered on Form SB-2

Ladies and Gentlemen:

We have acted as counsel for Valley Forge Composite Technologies, Inc.

, a Florida corporation (the “Company”), in connection with the Company’s Form SB-2 (the “Registration Statement”), pursuant to which the Company is registering for resale under the Securities Act of 1933, as amended (the “Securities Act”),

· 5,000,000 shares of its common stock, par value $0.001 per share (the "Shares") issued to a selling shareholder;

· 3,000,000 shares of its common stock, par value $0.001 per share, issuable upon exercise of warrants by a selling shareholder;

· 1,296,500 units (comprised of one share of $0.001 par value common stock and one warrant to purchase one share of $0.001 par value common stock) and 1,296,500 shares of its common stock, par value $0.001 per share, issuable upon exercise of warrants, held by Selling Unit Holders; and

· An indeterminate number of shares of common stock, $0.001 par value, and warrants issuable pursuant to certain agreements providing for price protection and non-dilution protection to certain unit holders and shareholders;

(collectively, the “Securities”) as described in the Company’s prospectus dated November 13, 2006 (the “Prospectus”), which is contained in the Registration Statement.

In connection with this matter, we have examined the originals or copies certified, or otherwise identified to our satisfaction, of the following:

(a) Articles of Incorporation and Articles of Merger of the Company, as amended to date

(b) Bylaws of the Company, as amended to date;

(c) Certificate from the Secretary of State of the State of Florida, dated as of a recent date, stating that the Company is duly incorporated and in good standing in the State of Florida;

(d) The Registration Statement and all exhibits thereto; and

(e) Such other documents of the Company as we have deemed to be relevant.

In addition to the foregoing, we have also relied as to matters of fact upon the representations made by the Company and its representatives, and we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents and the authenticity of the original documents of all documents submitted to us as certified or as photostatic copies.

Based upon the foregoing, and subject to the limitations set forth below, we are of the opinion that, (i) once the Registration Statement has become effective under the Securities Act, (ii) the Shares, units, and warrants have been issued as contemplated by the Registration Statement, and (iii) the Company has received the consideration in the manner described in the Registration Statement, the Securities will be duly and validly issued, fully paid and non-assessable Company securities.

It is understood that this opinion is to be used only in connection with the offer and sale of the Securities while the Registration Statement is in effect. Our opinion expressed above is limited to the Florida Statutes, Chapter 607.0101, et seq. Our opinion is rendered only with respect to laws, and the rules, regulations and orders thereunder, which are currently in effect. We have not been engaged, and we disclaim any obligation, to advise the Company of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

On behalf of this Firm, I hereby consent to the use of the Firm’s name, Russell C. Weigel, III, P.A., and of the reference to this opinion and of the use of this opinion as an exhibit to the Registration Statement and the Prospectus contained therein. In giving this consent, neither I nor the Firm admits that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.

Very truly yours,
By:	/s/ Russell C. Weigel III
	Russell C Weigel III
	For the Firm

EX-10.4

Exhibit 10.4

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT(this "Agreement") is dated as of __________________, 2006, by and among VALLEY FORGE COMPOSITE TECHNOLOGIES, INC., a Florida corporation (the "Company"), and ____________________________ ("Purchaser").

WHEREAS, the Company wishes to sell to the Purchaser, and the Purchaser wishes to purchase, on the terms and subject to the conditions set forth in this Agreement, an aggregate of up to ___________________ units of the Company's securities, with each unit being comprised of one Warrant to purchase one share of the Company’s Common Stock, par value $0.001 (the “Warrant”), and one share of the Company’s Common Stock, par value $0.001 (“Common Stock”) (collectively the "Units"), at a price of $1.00 per unit; and

WHEREAS, the Warrants shall be exercisable at a strike price of $1.50 per share and shall expire six (6) months from the date the Registration Statement filed with SEC registering the Units becomes effective; and

WHEREAS, during the one year period following the effective date of the Registration Statement, as it pertains to the Company’s Common Stock, and, during the six month period following the effective date of the Registration Statement, as it pertains to the Company’s Warrants, the Units purchased hereby will be protected from price decrease caused by the Company’s capital raising activities so long as such Common Stock or Warrants are held during such time respective time periods by the Purchaser; and

WHEREAS, the Company will be required to obtain a trading symbol from the NASD within three (3) months from the date the Registration Statement filed with SEC registering the Units (or any component thereof) becomes effective or the Company will be required to merge with a company that has its common stock quoted in the Pink Sheets, the Over the Counter Bulletin Board or on NASDAQ; and

WHEREAS, if a change of control occurs within the times specified below where the price per share in the transaction is valued at less than $1.50, then the Company shall pay to each Purchaser $1.50 for each share of Common Stock Purchased in this Agreement;

WHEREAS, the sale of the Units by the Company to the Purchasers will be effected in reliance upon the exemption from securities registration afforded by the provisions of Regulation D ("Regulation D"), as promulgated by the SEC under the Securities Act of 1933, as amended (the “Securities Act”); and

WHEREAS, the Company has agreed to effect the registration under the Securities Act of the Units purchased by the Purchaser.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each Purchaser hereby agree as follows:

I.DEFINED TERMS.

When used herein, the following terms shall have the respective meanings indicated:

“Change of control of the Company means:

i)any person (meaning individual, corporation, general partnership, limited partnership, syndicate or other group of persons) or two or more persons acting in concert shall have acquired after the date hereof beneficial ownership (within the meaning of SEC Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended), directly or indirectly of securities of the Company (or other securities convertible into such securities) representing 20% or more of the combined voting power of securities of the company entitled to vote in the election of directors; or

ii)any person or two or more persons acting in concert shall have acquired after the date hereof by contract or otherwise, or shall have entered into a contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of control over securities of the Company (or other securities convertible into such securities) representing 20% or more of the combined voting power of all securities of the Company entitled to vote in the election of directors; or

iii)consummation of any merger or consolidation with respect to which the Company or it subsidiary is a constituent corporation (other than a transaction for the purpose of changing the Company’s corporate domicile) any liquidation or dissolution of the Company or any sale of substantially all of the assets of Company to another corporation.

“Exchange Act" means the Securities Exchange Act of 1934, as amended (or any successor act), and the rules and regulations promulgated thereunder (or respective successors thereto).

"Material Adverse Effect" means an effect that has material and adverse consequences on (i) the consolidated business, operations, properties, financial condition, or results of operations of the Company and its Subsidiaries taken as a whole or (ii) the ability of the Company to perform its obligations under this Agreement.

"Register", "registered" and "securities registration" shall refer to a registration of the offering and sale or resale of the Units effected by preparing and filing a Registration Statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such Registration Statement by the SEC.

"Registration Statement” shall mean a registration statement (including, without limitation, the related prospectus contained in such registration statement) of the Company under the Securities Act on Form SB-2 (or any successor form thereto) or, in the event that the Company is not then eligible to use Form SB-2, on any other Securities Act registration form selected by the Company for which it then qualifies. 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.

"SEC" means the U.S. Securities and Exchange Commission.

“Subsidiary” shall mean Valley Forge Composite Technologies, Inc., a Pennsylvania corporation.

"Third-Party Demand Stockholder” means any person (the “First Person”) having the right to require that the Company effect a registration under the Securities Act of the Company 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 the Company.

II. SALE AND PURCHASE OF UNITS; PURCHASE PRICE.

A.Sale and Purchase of Units. Upon the terms and subject to the conditions set forth herein, the Company agrees to sell and each Purchaser agrees to purchase an aggregate of up to _______________ Units for a Purchase Price of $_________________ (“Purchase Price”) which Purchase Price shall be paid by check or wire transfer.

B.Closing; Closing Date. The date on which the closing of the sale and purchase of the Units occurs (the "Closing") is hereinafter referred to as the "Closing Date". Subject to the satisfaction or waiver of the conditions set forth herein, the Closing will be deemed to occur when (a) this Agreement has been executed and delivered by, respectively, the Company and each Purchaser (which delivery may be effected by facsimile transmission), and (b) full payment of each Purchaser's Purchase Price has been made by such Purchaser by wire transfer or check. The Company reserves the right to reject any offer to purchase the Units.

III.REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER

Each Purchaser hereby makes the following representations and warranties to the Company and agrees with the Company that, as of the date of this Agreement and as of the date of each Closing:

A.Authorization; Enforceability. Such Purchaser is duly and validly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization as set forth below such Purchaser's name on the signature page hereof with full power and authority to purchase the Units and to execute and deliver this Agreement. This Agreement constitutes such Purchaser's valid and legally binding obligation, enforceable in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights generally and (ii) general principles of equity. Purchaser further certifies that it was not organized for the specific purpose of acquiring the Units.

B.Investment Intent. Such Purchaser represents and warrants that it is acquiring the Units solely for its own account as a principal and not with a present view to the public resale or distribution of all or any part thereof, except pursuant to sales that are exempt from the registration requirements of the Securities Act and/or sales registered under the Securities Act; provided; however, that in making such representation, such Purchaser does not agree to hold the Units for any minimum or specific term and reserves the right to sell, transfer or otherwise dispose of the Units at any time in accordance with the provisions of this Agreement and with Federal and state securities laws applicable to such sale, transfer or disposition.

C.Information. The Company has made available 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 words “Valley Forge Composite”), information to such Purchaser regarding the business, operations and financial condition of the Company and its Subsidiary and has granted to such Purchaser the opportunity to ask questions of and receive answers from representatives of the Company, its officers, directors, employees and agents concerning the Company and its Subsidiary and materials relating to the terms and conditions of the sale and purchase of the Units hereunder.

D.Limitations on Disposition. Such Purchaser acknowledges that, except as provided in the Registration Rights section below, the Units have not been and may not be registered under the Securities Act and therefore may not be transferred or resold without registration under the Securities Act unless pursuant to an exemption therefrom.

E.Legend. Such Purchaser understands that the certificates representing the Common Stock may bear at issuance a restrictive legend in substantially the following form:

"The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state, and may not be offered or sold unless a registration statement under the Securities Act and applicable state securities laws shall have become effective with regard thereto, or an exemption from registration under said Securities Act and applicable state securities laws is available in connection with such offer or sale."

F.Reliance on Exemptions. Such Purchaser understands that the Units are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations and warranties of such Purchaser set forth in this Section III in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Units.

G.Non-Affiliate Status; Common Stock Ownership. Such Purchaser is neither an affiliate nor an associate (as such terms are defined in Rule 12b-2 promulgated under the Exchange Act) of the Company or of any other Purchaser and is not acting in association or concert with any other Purchaser in regard to its purchase of Units or otherwise in regard to the Company. Such Purchaser's investment in Units is not for the purpose of acquiring, directly or indirectly, control of, and it has no intent to acquire or exercise control of, the Company or to influence the decisions or policies of the Company's Board of Directors.

H.Accredited Investor Status. Such Purchaser represents and warrants that it is an “accredited investor,” as that term is defined in Rule 501 of Regulation D, because Purchaser:

(CHECK ALL BOXES BELOW THAT APPLY TO YOUR CIRCUMSTANCES)

INDIVIDUALS

____(a)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)is an individual that had an individual income in excess of $200,000 in each of the prior two years and reasonably expects an income in excess of $200,000 in the current year; or

____(c)is an individual that had with his/her spouse joint income in excess of $300,000 in each of the prior two years and reasonably expects joint income in excess of $300,000 in the current year.

____(d)is a director or executive officer of Valley Forge Composite Technologies, Inc. or its subsidiaries.

ENTITIES

____(e)is an entity all of whose equity owners meet one of the tests set forth in (a) through (d) above.

____(f)is an entity, and one or more of the following statements is applicable (check the applicable boxes):

____(i)The undersigned (or, in the case of a trust, the undersigned trustee) is a bank or savings and loan association as defined in Sections 3(a)(2) and 3(a)(5)(A), respectively, of the Securities Act acting either in its individual or fiduciary capacity.

____(ii)The undersigned is an insurance company as defined in Section 2(13) of the Securities Act.

____(iii)The undersigned is an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act.

____(iv)The undersigned is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.

____(v)The undersigned is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 and either (check one or more, as applicable):

____(a)the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser; or

____(b)the employee benefit plan has total assets in excess of $5,000,000; or

____ (c)the plan is a self-directed plan with investment decisions made solely by persons who are “Accredited Investors” as defined under the 1933 Act.

____(vi)The undersigned is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

____(vii)The undersigned has total assets in excess of $5,000,000, was not formed for the specific purpose of purchasing the Units and is one or more of the following (check one or more, as appropriate):

____(a)an organization described in Section 501(c)(3) of the Internal Revenue Code; or

____(b)a corporation; or

____(c)a Massachusetts or similar business trust; or

____(d)a partnership; or

____(e)a plan established by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees.

____(viii)The undersigned is a trust with total assets exceeding $5,000,000, which was not formed for the specific purpose of purchasing the Units and whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment in the Units.

I.Hold Harmless. Purchaser agrees that the registered broker dealer, its officers, directors, shareholders, affiliates, agents, and associated persons (“Broker Dealer”), from whom or through whom Purchaser acquires the Units, shall be held harmless and indemnified for any loss, claim or expense incurred in carrying out Broker Dealer’s duties and responsibilities in accordance with the provisions of this Agreement, or in any manner whatsoever directly or indirectly related to this Agreement, except for Broker Dealer’s own bad faith, gross negligence, willful misconduct or breach of fiduciary duty based upon grossly negligent acts.

IV.REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby makes the following representations and warranties to each Purchaser and agrees with each Purchaser that, as of the date of this Agreement and as of the date of the Closing:

A.Organization, Good Standing and Qualification. The Company and its Subsidiary are duly organized, validly existing and in good standing under the laws of the jurisdiction of its respective incorporation and each has all requisite power and authority to carry on its business as now conducted.

B.Authorization; Consents. The Company has the requisite corporate power and authority to enter into and perform its obligations under the Agreement, to issue and sell the Units to the Purchasers in accordance with the terms hereof. All corporate action on the part of the Company necessary for the authorization, execution and delivery of, and the performance by the Company of its obligations under, the Agreement has been taken, and no further consent or authorization of the Company, its Board of Directors, its stockholders, any governmental agency or organization, or any other person or entity is required.

C.Enforcement. The Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights generally and (ii) general principles of equity.

D.Disclosure Documents. The Company has filed with the SEC on reports on Form 8-K on July 11, 2006(the "Disclosure Document"). As of the date of such filing, the Disclosure Document did not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the Disclosure Document have been prepared in accordance with generally accepted accounting principles consistently applied at the times and during the periods involved.

E.Due Authorization; Valid Issuance. The Units are duly authorized and, when issued, sold and delivered in accordance with the terms hereof, (i) will be duly and validly issued, fully paid and non-assessable, and (ii) based in part upon the representations of each Purchaser in this Agreement, will be issued, sold and delivered in compliance with all applicable federal and state securities laws.

F.No Conflict with Other Instruments. Neither the Company nor its Subsidiary is in violation of any provisions of its charter, bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it is bound, which has had or would reasonably be expected to have a Material Adverse Effect. The (i) execution, delivery and performance of the Agreement and (ii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Units) will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument or contract or an event which results in the creation of any encumbrance upon any assets of the Company or of its Subsidiary or the triggering of any preemptive or anti-dilution rights or rights of first refusal or first offer, or any other rights that would allow or permit the holders of the Company's shares to purchase shares of Common Stock or other shares of the Company.

G.Financial Condition. The Company and its Subsidiary's financial condition on a consolidated basis is, in all material respects, as described in the Disclosure Document, except for changes in the ordinary course of business and changes that are not, in the aggregate, materially adverse to the consolidated business or financial condition of the Company and its Subsidiary taken as whole. Except as otherwise described in the Disclosure Document, there has been no material adverse change to the Company's and Subsidiary’s business, operations, properties, financial condition, prospects or results of operations since the date of the financial statements contained in the Disclosure Document.

H.Disclosure. No written statement, information, report, representation or warranty made by the Company in this Agreement or furnished to such Purchaser by or on behalf of the Company in connection with (i) the Agreement, (ii) any transaction contemplated hereby or thereby, or (iii) such Purchaser's due diligence investigation of the Company contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein, in light of the circumstances in which made, not misleading.

I.The Company’s current business plan involves 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. However, the Company does not have a patent on THOR nor on any of its components or proposed uses.

V.COVENANTS OF THE COMPANY

A.Use of Proceeds.

The Company shall use the net proceeds from the sale of the Units for general corporate purposes. The Company expects to use the majority of the net proceeds for development and manufacture of the THOR LVX photonuclear detection system. However, the Company shall be allowed to use up to twenty (20) percent of the net proceeds for payment of officers’, directors’, and employees’ compensation. The balance will be used for general working capital, including but not limited to raw materials, market development and sales.

B.Reservation of Securities.

(a)The Company 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 Company 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.

(c)The Company covenants and agrees that all shares of Common Stock issued as Liquidated Damages (see Section C(e) below) or as Price Protection (see Section D below) shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any stockholder.

C.Registration of Units.

(a)Registration Required

As promptly as practicable but in no event later than thirty (30) days after the Company obtains a shareholder base of 35 shareholders, the Company agrees to file a Registration Statement to register the resale of all of the Units. The Company 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").

(b)Assignment of Registration Rights.

Each Purchaser 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 Units held by such Purchaser in accordance with the terms of this Agreement. During the time each Purchaser, and each subsequent transferee who so agrees to be bound, continues to hold Units, it shall be referred to as a "Holder."

(c)Required Registration Procedures.

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

a) 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 Units covered thereby during the periods referred to in Section V(C)(a) and Section V(C)(c);

b) 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;

c) use its best efforts to register or qualify such Units 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 Units; provided, however, that in no event will the Company 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;

d) use its best efforts to cause all Common Stock to be quoted on the Over The Counter Bulletin Board;

e) 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 Units to the public without registration, so long as any Units are outstanding, use its best efforts for a period of two (2) years from the date of this Agreement to make and keep public information regarding the Company available, as those terms are understood and defined in SEC Rule 144(c), and to file with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act.

f) 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.

ii) Notwithstanding anything stated or implied to the contrary in this Section V(C), the Company shall not be required to consent to, participate or cooperate in connection with any underwritten offering of the Units or to any specific underwriter participating in any underwritten public offering of the Units.

iii) From and after the date the Registration Statement is declared effective, the Company 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 Units in accordance with applicable law and, if the Company 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.

(d)Notice Procedure.

The Company 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 the Company written notice of its election, in the form of the Notice and Questionnaire attached hereto, within five (5) days after its receipt of the Company's notice pursuant to this Section V(C)(d). A Holder's election pursuant to this Section V(C)(d) must: (i) specify the amount of Units desired to be included in such Registration Statement by such Holder; and (ii) include any other information that the Company reasonably requests to be included in such Registration Statement. Upon its receipt of a Holder's election pursuant to this Section V(C)(d), the Company will use its best efforts to include in such Registration Statement all Units requested to be included.

(e) 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, the Company shall pay a quantity of its Common Stock to each Holder at the rate of 5% monthly of the quantity of shares in the Company’s common stock held by the Holder, with the accretions each having the same registration rights as the Units, as liquidated damages and not as a penalty. Any partial Liquidated Damages Period shall be computed as if the period were a full 30-Day period.

All shares issued pursuant to this subparagraph shall have all of the Registration Rights (this Section C and its subparagraphs) applicable to the Units.

Once the Registration Statement has been declared effective, the Company shall thereafter maintain the effectiveness of the Registration Statement until the earlier of: (i) the date on which all of the Units held by the Holders have been sold pursuant to the Registration Statement or SEC Rule 144; or (ii) such time as the Company reasonably determines, based on the advice of counsel, that each Holder, acting independently of all other Holders, will be eligible to sell under SEC Rule 144 all of the Units then owned by such Holder within the volume limitations imposed by SEC Rule 144(e) in the three (3) month period immediately following the termination of the effectiveness of the Registration Statement. Notwithstanding the foregoing, the Company's obligations contained in this Section V(C) shall terminate on the second anniversary of the effective date of this Agreement.

(f) Incidental Registration Rights

i) Incidental Registration.

Subject to Section V(C)(f)(ii), if at any time prior to the filing of a Registration Statement in connection with a Required Registration, the Company may register under the Securities Act any shares of the same class as any of the Units (whether in an underwritten public offering or otherwise and whether or not for the account of the Company or for any stockholder of the Company), in a manner that would permit the registration under the Securities Act of Units and for their sale to the public, the Company 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 V(C)(d) above. Any registration of Units pursuant to this SectionV(C)(f)(i) is referred to as an "Incidental Registration," and any Holder whose Units are included at the request of such Holder in an Incidental Registration pursuant to this Section V(C)(f)(i)is referred to as a "Selling Stockholder."

ii)Incidental Registration Procedures.

Whenever the Company is obligated to effect the Incidental Registration of any Units, the Company shall, to the extent applicable, follow the procedures in Section V(C)(d) above.

(g)Expenses.

Except as required by law, all expenses incurred by the Company 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 the Company; 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 Section V(C)shall be borne by the Company. All underwriting or brokerage discounts and selling commissions applicable to a sale incurred in connection with any registration of Units and the legal fees and other expenses of a Holder or Selling Stockholder shall be borne by such Holder or Selling Stockholder.

(h) 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 the Company in connection with the preparation of the Registration Statement, and for so long as the Company is obligated to keep the Registration Statement effective, such Holder or Selling Stockholder shall provide to the Company, in writing, for use in the Registration Statement, all information regarding such Holder or Selling Stockholder, its intended method of disposition of the applicable Units and such other information as the Company may reasonably request to prepare the Registration Statement and to maintain the currency and effectiveness thereof. Each Holder and each Selling Stockholder shall indemnify the Company with respect to such information in accordance with Section VII(I).

D.Price Protection.

The Company agrees that it will issue additional Common Stock and/or Warrants to the Purchaser, if at any time during the periods specified in subsections a) and b) below, following the effective date of the Registration Statement, the Company sells its Common Stock or Warrants to a purchaser for less than $1.00 per share of Common Stock or less than $1.50 per Warrant, provided that the Purchaser has not sold, transferred or assigned its interest in the Common Stock or Warrants on or before the triggering transactional event, then the Company shall automatically and immediately issue to the Purchaser herein such additional Common Stock and/or Warrants without demand being first made by the Purchaser to equal the difference in value between the reduced price paid by the new purchaser multiplied by the quantity of the Purchaser’s Common Stock or Warrants acquired pursuant to this Agreement (with each event requiring a share adjustment calculation being referred to as a “Re-set”), computed according to the following formula:

Where X = (Y * $Z) - (Y * $A)

A

X = the number of additional shares of Common Stock or Warrants to be issued to the Purchaser

Y = the quantity of shares of Common Stock or Warrants purchased pursuant to this Agreement

Z = the price per share of Common Stock/Warrants purchased pursuant to this Agreement

A = the reduced price per share paid by the new purchaser

As an example, if the Purchaser purchased 100,000 shares of Common Stock at $1.00 per share pursuant to the Agreement, but then the Company sold 5,000 shares at $0.75 per share to a different purchaser at a later date, then the initial Purchaser would be entitled to 33,333 additional shares of Common Stock:

(100,000 * $1.00) - (100,000 * $0.75)/$0.75 = 33,333 (rounded) shares.

a)Common Stock. The price protection period for the Purchaser’s Common Stock shall be one (1) year from the effective date of the Registration Statement.

b)Warrants. The price protection period for the Purchaser’s Warrants shall be six (6) months from the effective date of the Registration Statement.

c)Registration. All shares issued pursuant to this subparagraph shall have all of the Registration Rights provided in Section C and its subparagraphs.

d)Automatic Re-set of Purchase Price. Each time that the Company causes a Re-Set where the newly reduced price of securities sold is lower than any prior Re-set, the value of “Z” in the above formula shall be substituted with the next lowest Re-Set value for “A” used in a prior calculation, so that Purchaser’s recovery will be scaled, and Purchaser will not receive a windfall from each Re-Set. The value of “Y” will be changed to the quantity of additional shares issued in the prior re-set.

As an example, and continuing from the example above where the next lowest issue price per share was $0.75, if the Company sold 10,000 shares of Common Stock for $0.50 per share to a new purchaser, the initial Purchaser would be entitled to 16,667 additional shares:

(33,333.33 * $0.75) - (33,333.33 * $0. 50)/$0.50 = 16,667 (rounded) shares.

However, if in a third or later transaction, the Company sold Common Stock to a purchaser for an amount less than the Purchase Price but for a price per share higher than the lowest priced sale per share of Common Stock, then the Purchaser would not be entitled to additional shares for that transaction or for any transaction meeting this criterion.

E.Agreement to Remedy Failure to Obtain Trading Symbol.

If the Company fails to obtain a trading symbol from the NASD within three (3) months after the effective date of the Company’s Registration Statement registering the Purchaser’s Units or any component thereof, the Company agrees that it will undertake all steps necessary to locate a suitable merger partner with a company that has its common stock quoted in the Pink Sheets, the Over the Counter Bulletin Board or on NASDAQ. The Company will cause a merger with such company within the seven (7) month period following the effective date of the Company’s Registration Statement registering the Purchaser’s Units or any component thereof. If the Company fails to merge with another suitable company within the seven (7) month period, the Company will rescind the Purchaser’s investment, in addition to any other damages that the Purchaser may be entitled to pursuant to the Agreement.

F.Guaranteed Return on Investment

In the event that a change of control occurs within one (1) year after the effective date of the Registration Statement, or if no Registration Statement has been filed then within eighteen (18) months of the Purchaser’s Purchase of Units, whichever time period comes first, and where in the change of control transaction the price per share of Company Common Stock that will be paid to the Purchaser, or the per share value of the Purchaser’s Common Stock assigned by the Company’s Board of Directors in any share exchange transaction is less than $1.50, then the Company shall pay to the Purchaser with fourteen (14) days of the effective date of such change of control event the amount in cash equal to 1.5 times the dollar amount of the Purchaser’s Purchase(s) of Units from the Company.

VI.PROCEDURES FOR WARRANTS

A.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.

B.Exercise of Warrant.

(a)Method of Exercise.

The Warrants initially are exercisable at $1.50 per share of Common Stock payable by check or wire transfer, subject to adjustment as provided in this Agreement.

Upon surrender of a Warrant Certificate with the annexed NOTICE OF EXERCISE OF WARRANT form to purchase duly executed, together with payment of the exercise price for the shares of Common Stock purchased at the Company’s principal offices, as reflected in the records of the SEC maintained on its EDGAR Internet site, the Purchaser shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased.

The purchase rights represented by each Warrant Certificate are exercisable at the option of the Purchaser thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the shares of Common Stock purchasable under any Warrant Certificate, the Company 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.

(b)Issuance of Certificates.

i)Upon the exercise of the Warrant, the issuance of certificates for shares of Common Stock shall be made forthwith (and in any event such issuance shall be made within fifteen (15) business days thereafter) without charge to the Purchaser 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 Purchaser thereof; provided, however, that the Company 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 Purchaser and the Company 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 Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

The Company 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.

ii)The Warrant Certificates and the certificates representing the shares of Common Stock shall be executed on behalf of the Company by the manual or facsimile signature of the then present Chairman of the Board of Directors or President or Vice President of the Company 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.

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

VII.MISCELLANEOUS

A.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.

B.Amendment; Waiver. Any provision of this Agreement may be amended or waived only pursuant to a written instrument executed by the Company and each Purchaser. Any amendment or waiver affected in accordance with this paragraph shall be binding upon each Purchaser and the Company. The failure of any party to exercise any right or remedy under this Agreement or otherwise, or the delay by any party in exercising such right or remedy, shall not operate as a waiver thereof.

C.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall be deemed one and the same instrument. This Agreement, once executed by a party, may be delivered to any other party hereto by facsimile transmission.

D.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely within the State of Florida.

E.Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. This Agreement is not assignable by either party without the prior written consent of the other party.

F.Section and Subsection Headings. All references herein to Section or Subsection headings shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. The Section and Subsection headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

G.Interpretation. The parties acknowledge and agree that (a) each party and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision, (b) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement, and (c) the terms and provisions of this Agreement shall be construed fairly as to all parties, regardless of which party was generally responsible for the preparation of this Agreement. Any Law defined or referred to herein (or in any agreement or instrument that is referred to herein) means such Law as, from time to time, may be amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes. References to a Person also refer to its predecessors and permitted successors and assigns.

H.Severability of Provisions. If any provision or any portion of any provision of this Agreement shall be held invalid or unenforceable, the remaining portion of such provision and the remaining provisions of this Agreement shall not be affected thereby. If the application of any provision or any portion of any provision of this Agreement to any Person or circumstance shall be held invalid or unenforceable, the application of such provision or portion of such provision to Persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby.

I.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 Valley Forge Composite Technologies, Inc.:

Attention: Louis J. Brothers

River Center I

50 East River Center Boulevard

Suite 820

Covington, KY 41011

If to Purchaser:

Attention: _____________________________

Address: ______________________________

_______________________________

________________________________

(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.

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

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

By:_________________________________

Louis J. Brothers

President

PURCHASER

By: __________________________________

Name:________________________________

Title:_________________________________

Address: _____________________________

_____________________________________

_____________________________________

Tax ID_____________________________

Tel: _____________________________

Fax: _____________________________

Email: ____________________________

Number of Units:_____________________

Purchase Price:_____________________

EXHIBIT A

NOTICE OF EXERCISE OF WARRANT

TO:VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

River Center I

50 East River Center Boulevard

Suite 820

Covington, KY 41011

· The undersigned hereby elects to purchase _______________ shares of the Common Stock of Valley Forge Composite Technologies, Inc. (the “Common Stock”) 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.

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: ______________________________

Tax I.D. Number: ________________________

Date: __________________________________

Tel. Number:____________________________

EX-23

Exhibit 23

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 SB-2 registration statement and prospectus and to the reference to us under the heading "experts" in the propectus which is part of the registration statement.

/s/ Morison Cogen LLP

Bala Cynwyd, Pennsylvania

November 13, 2006