Unassociated Document

Grants of Plan-Based Awards

The following table sets forth information concerning the number of shares of common stock underlying restricted stock awards and stock options granted to the Named Executive Officers in Fiscal 2010.

Name

Grant Date

Approval

Date

Estimated

Future

Payouts

Under Non-

Equity

Incentive

Plan Awards

Estimated

Future

Payouts

Under

Equity

Incentive

Plan Awards

All Other

Stock

Awards:

Number of

Shares of

Stock or

Units (#)

All Other

Option

Awards:

Number of

Securities

Underlying

Options

(#)

Exercise or

Base Price

of Option

Awards

($/Sh))

Grant Date

Fair Value

of Stock and

Option

Awards

Adam Engel*

Robert Babkie

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth all outstanding equity awards made to each of the Named Executive Officers that are outstanding at the end of Fiscal 2010.

*Mr Engel resigned from all positions on February 25, 2010.

(1)

On December 13, 2007, the Company agreed to grant Mr. Engel an option award of 3,600 shares of our common stock with exercise price $0.01, which options would vest at a rate of 100 shares per month. The amounts set forth in the table have been adjusted to reflect the 1 for 50 reverse stock split effected June 26, 2008 and the 1 for 20 reverse stock split effected on September 24, 2010. Mr. Engel’s options terminated with his resignation.

Option Exercises and Stock Vested

No stock options were exercised by any Named Executive Officers in Fiscal 2010

Employment Agreements

NONE

Potential Payments upon Termination

On December 13, 2007, the Company entered into an employment agreement with its then CEO/CFO, Adam Engel for a term of three years, subject to renewal. In consideration for Mr. Engel serving as CEO and CFO, the Company agreed to pay Mr. Engel $120,000 per year, payable in cash or shares of the Company's common stock. On February 25, 2010, Mr. Engel resigned as CEO/CFO of the Company and in connection therewith received $20,000 in cash. On May 21, 2010 the Company entered into a consulting agreement with Mr. Engel for a term of five months. In consideration for his consulting services, the Company pays Mr. Engel a consulting fee of $10,000 in shares of the Company's common stock per month.

Compensation of Directors

None of our directors received any compensation for their services in the period ended June 30, 2010. All directors are entitled to reimbursement for reasonable out-of-pocket expenses in attending board of directors meetings and for promoting our business. In August 2010, we issued 750,000 shares our common stock to each of our directors as compensation for their services as board members.

Audit Committee

We do not have an audit committee at this time.

Certain Relationships and Related Transactions

The Company will present all possible transactions between us and the Company’s officers, directors or 5% shareholders, and the Company’s affiliates to the Board of Directors for their consideration and approval. Any such transaction will require approval by a majority of the disinterested directors and such transactions will be on terms no less favorable than those available to disinterested third parties

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our common stock as of September 27, 2010 by the following persons:

each person who is known to be the beneficial owner of more than five percent (5%) of our issued and outstanding shares of common stock;

each of our directors and executive officers; and

all of our directors and executive officers as a group.

The following table assumes that there are 207,022,478 (taking into account the 1:20 reverse split) common shares issued and outstanding on September 27, 2010. Except as set forth in the footnotes to the table, the persons names in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable. A person is considered the beneficial owner of any securities as of a given date that can be acquired within 60 days of such date through the exercise of any option, warrant or right. Shares of common stock subject to options, warrants or rights which are currently exercisable or exercisable within 60 days are considered outstanding for computing the ownership percentage of the person holding such options, warrants or rights, but are not considered outstanding for computing the ownership percentage of any other person.

Amount and Nature of Beneficial Ownership

All directors and officers as a group (3 person)

Unless otherwise noted, the address is 900 Southeast Ocean Boulevard, Suite 130D, Stuart, FL 34994.

(2)

Based on 207,022,478 common shares, 50,000 Series A Preferred Shares, and 1,000,000 Series B Preferred Shares issued and outstanding on September 24, 2010.

(3)

Holders of our common stock are entitled to one vote per share, for a total of 207,022,478 votes. Holders of our Series A preferred stock are entitled to 10,000 votes per share, for a total of 500,000,000 votes. Holders of our Series B preferred stock are entitled to 5,000 votes per share, for a total voting power equal to 5,000,000,000 votes on September 27, 2010.

There are no arrangements, known to us, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of Zevotek, Inc. There are no arrangements or understandings among members of both the former and the new control groups and their associates with respect to election of directors or other matters.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

We have not entered into any material transactions with any director, executive officer, and nominee for director, beneficial owner of five percent or more of our common stock, or family members of such persons. We are not a subsidiary of any company.

Conflicts of Interest

Certain potential conflicts of interest are inherent in the relationships between our affiliates and us. From time to time, one or more of our affiliates may form or hold an ownership interest in and/or manage other businesses both related and unrelated to the type of business that we own and operate. These persons expect to continue to form, hold an ownership interest in and/or manage additional other businesses which may compete with ours with respect to operations, including financing and marketing, management time and services and potential customers. These activities may give rise to conflicts between or among the interests of our Company and other businesses with which our affiliates are associated. Our affiliates are in no way prohibited from undertaking such activities, and neither we nor our shareholders will have any right to require participation in such other activities.

Further, because we intend to transact business with some of our officers, directors and affiliates, as well as with firms in which some of our officers, directors or affiliates have a material interest, potential conflicts may arise between the respective interests of our Company and these related persons or entities. We believe that such transactions will be effected on terms at least as favorable to us as those available from unrelated third parties.

With respect to transactions involving real or apparent conflicts of interest, we have adopted policies and procedures which require that (1) the fact of the relationship or interest giving rise to the potential conflict be disclosed or known to the directors who authorize or approve the transaction prior to such authorization or approval, (2) the transaction be approved by a majority of our disinterested outside directors and (3) the transaction be fair and reasonable to our Company at the time it is authorized or approved by our directors.

Director Independence

For our description of director independence, see “Director Independence” under the section entitled “Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act” above.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

RBSM LLP, billed us $25,000 in fees for our annual audit for the year ended June 30, 2010, and $15,000 in fees for the review of our quarterly financial statements for that year.

RBSM LLP, billed us $25,000 in fees for our annual audit for the year ended June 30, 2009, and $15,000 in fees for the review of our quarterly financial statements for that year.

AUDIT-RELATED FEES

We did not pay any fees RBSM LLP for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements for fiscal years 2010 and 2009.

TAX FEES

We did not pay any fees to RBSM LLP for tax compliance, tax advice, tax planning or other work during our fiscal years 2010 and 2009.

ALL OTHER FEES

There were no other fees billed by RBSM LLP for professional services rendered, other than as stated under the captions Audit Fees, Audit-Related Fees, and Tax Fees.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

We do not currently have an Audit Committee. The policy of our Board of Directors, which acts as our Audit Committee, is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to our Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis

ITEM 15. EXHIBITS.

3.1	Registrant’s Certificate of Incorporation.(1)

3.2	Certificate of Amendment to Registrant’s Certificate of Incorporation.(1)

3.3	Certificate of Designation, Powers, Preferences and Rights of Series A Preferred Stock.(1)

3.4	Registrant’s By-Laws.(1)

3.5	Certificate of Designations, Powers, Preferences and Rights of Series B Preferred Stock (11)

4.1	Form of Warrant.(1)

4.2	2007 Stock Incentive Plan (2)

4.3	2007 Stock Incentive Plan No. 2 (7)

4.4	2008 Stock Incentive Plan (8)

4.5	2008 California Stock Incentive Plan (9)

4.6	Form of Convertible Note (10)

4.7	2009 Stock Incentive Plan (14)

4.8	2009 California Stock Incentive Plan (15)

4.9	Certificate of Amendment to Certificate of Incorporation (16)

4.10	Certificate of Amendment to Certificate of Incorporation (18)

10.1	Employment Agreement by and between David Stocknoff and Diet Coffee, Inc., dated as of July 16, 2006.(1)

10.2	Employment Agreement by and between David Attarian and Diet Coffee, Inc., dated as of July 16, 2006.(1)

10.3	Form of Subscription Agreement.(1)

10.4	License and Supply Agreement dated as of May 18, 2007 by and among Diet Coffee, Inc. and Jason Ryu. (3)

10.5	Letter Agreement dated October 5, 2007 between Diet Coffee, Inc. and David Stocknoff (4)

10.6	Letter Agreement dated October 5, 2007 between Diet Coffee, Inc. and David Attarian (4)

10.7	Consulting Agreement dated October 12, 2007 between Diet Coffee, Inc. and David Stocknoff (4)

10.8	Consulting Agreement dated October 12, 2007 between Diet Coffee, Inc. and David Attarian (4)

10.9	Employment Agreement with Adam Engel (5)

10.10

Supply Agreement (6)

10.11

Factoring Agreement (6)

10.12

Assignment of License and Supply Agreement (6)

10.13

Guarantee (6)

10.14

Anti-Fraud Agreement (6)

10.15

Exclusive License and Sales Agreement (12)

10.16

Distribution Agreement (13)

23.1	Consent of Independent Public Accountants, RBSM, LLP *

31.1	Certification of Robert Babkie, President and Chief Financial Officer of Zevotek, Inc., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002. *

32.1	Certification of Robert Babkie, President and Chief Financial Officer of Zevotek, Inc., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002 *

*Filed Herewith

(1)

Filed as an exhibit to our Registration Statement on Form SB-2 (File No. 333-137210), as amended, originally filed with the SEC on September 8, 2006 and incorporated herein by reference.

(2)

Filed as an exhibit to our Registration Statement on Form S-8 (File No. 333-145985) filed with the SEC on September 11, 2007 and incorporated herein by reference.

(3)

Filed as an exhibit to our Current Report on Form 8-K dated May 18, 2007and incorporated herein by reference.

(4)

Filed as an exhibit to our Annual Report on Form 10KSB for the year ended June 30, 2007 and incorporated herein by reference.

(5)

Filed as an exhibit to our Current Report on Form 8-K (filed with the SEC on December 14, 2007 and incorporated herein by reference.

(6)

Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on December 21, 2007 and incorporated herein by reference.

(7)

Filed as an exhibit to our Registration Statement on Form S-8 (File No. 333-148050) filed with the SEC on December 13, 2007 and incorporated herein by reference.

(8)

Filed as an exhibit to our Registration Statement on Form S-8 (File No. 333-149334) filed with the SEC on February 21, 2008 and incorporated herein by reference

(9)

Filed as an exhibit to our Registration Statement on Form S-8 (File No. 333-149335) filed with the SEC on February 21, 2008 and incorporated herein by reference

(10)

Filed as an exhibit to our Quarterly Report on Form 10-Q for the period ended March 31, 2008 and incorporated herein by reference.

(11)

Filed as an exhibit to our Annual Report on Form 10-KSB, as amended, for the year ended June 30, 2008 and incorporated herein by reference.

(12)

Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on February 27, 2009 and incorporated herein by reference

(13)

Filed as an exhibit to our Quarterly Report on Form 10-Q for the period ended March 31, 2009 and incorporated herein by reference

(14)

Filed as an exhibit to our Registration Statement on Form S-8 (File No. 333-162016) filed with the SEC on September 15, 2009 and incorporated herein by reference.

(15)

Filed as an exhibit to our Registration Statement on Form S-8 (File No. 333-162014) filed with the SEC on September 15, 2009 and incorporated herein by reference.

(16)

Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on October 19, 2009 and incorporated herein by reference

(17)

Filed as an exhibit to our Registration Statement on Form S-8 (File No. 333-169065) filed with the SEC on August 26, 2010 and incorporated herein by reference

(18)

Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on September 27, 2010

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ZEVOTEK, INC.

Date: September 28, 2010	By:	/s/ Robert Babkie
		Robert Babkie
		President, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

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

SIGNATURE	TITLE	DATE

By: /s/ Robert Babkie	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director (Principal Executive Officer and Principal Financial and Accounting Officer)	September 28, 2010
Robert Babkie

By: /s/ Anthony Intrieri	Chairman of the Board of Directors	September 28, 2010
Anthony Intrieri

By: /s/ Indira Tovar	Director	September 28, 2010
Indira Tovar

PART 1:

FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

ZEVOTEK, INC.

Index to Financial Statements

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets	F -3

Consolidated Statement of Operations	F - 4

Consolidated Statement of Statement of Deficiency in Stockholders’ Equity	F - 5

Consolidated Statements of Cash Flows	F - 6

Notes to Consolidated Financial Statements	F-7 to F-19

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Zevotek, Inc.

Stuart, FL 34994

We have audited the accompanying consolidated balance sheets of Zevotek, Inc. (the "Company") as of June 30, 2010 and 2009 and the related consolidated statements of operations, deficiency in stockholders' equity and cash flows for each of the two years in the period ended June 30, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based upon our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly we express no such opinion. 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 our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Zevotek, Inc. as of June 30, 2010 and 2009, and the results of its operations, deficiency in stockholders’ equity and its cash flows for each of the two years in the period ended June 30, 2010, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in the Note B to the accompanying consolidated financial statements, the Company has suffered recurring losses and is experiencing difficulty in generating sufficient cash flow to meet its obligations and sustain its operations, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to this matter are described in Note B. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

	/s/ RBSM LLP
	Certified Public Accountants

New York, New York

September 28, 2010

F-2

ZEVOTEK, INC.

CONSOLIDATED BALANCE SHEETS

	June 30,			June 30,
	2010			2009

ASSETS

Current assets:
Cash	$	132,517		$	—
Accounts receivable		6,269			—
Inventory		98,247			—
Prepayments and other current assets		17,993			17,000
Total current assets		255,026			17,000

Other assets:
Security deposit		5,000			—
Licensing agreement		40,000			40,000
Total assets	$	300,026		$	57,000

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued expenses	$	705,855		$	1,232,271
Advances payable		820,389			44,000
Convertible notes payable and demand notes (net of debt discount of $53,692 and $166,595 as of June 30, 2010 and 2009, respectively)		182,557			134,139
Customer deposits		24,351			24,351
Total current liabilities		1,733,152			1,434,761

Long term portion of convertible notes payable (net of debt discount of $22,916 and $167,232 as of June 30, 2010 and 2009, respectively)		21,084			39,664

Deficiency in stockholders' equity:
Series A Preferred stock, $0.00001 par value; 10,000,000 shares authorized; 50,000 shares issued and outstanding as of June 30, 2010 and 2009		1			1
Series B Preferred stock, $0.00001 par value; 1,000,000 shares authorized; 1,000,000 shares issued and outstanding as of June 30, 2010 and 2009		10			10
Common stock, $0.00001 par value, 5,000,000,000 shares authorized; 173,594,998 and 8,804,619 shares issued as of June 30, 2010 and 2009, respectively		1,736			88
Common stock to be issued		30,000			30
Treasury stock, 2,000 shares as of June 30, 2010 and 2009		—			—
Additional paid in capital		3,999,068			2,728,469
Accumulated deficit		(5,485,025	)		(4,146,023	)
Total deficiency in stockholders' equity		(1,454,210	)		(1,417,425	)
Total liabilities and deficiency in stockholders' equity	$	300,026		$	57,000

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

F-3

ZEVOTEK, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Years Ended June 30,
	2010			2009
REVENUES:
Sales	$	184,919		$	-

Cost of sales		147,372			-

Gross profit		37,547			-

OPERATING EXPENSES:
Selling		378,466			3,800
General and administrative		623,750			316,250
Total operating expense		1,002,216			320,050

Loss from operations		(964,669	)		(320,050	)

OTHER EXPENSE:
Interest, net		(73,114	)		(76,763	)
Amortization of beneficial conversion feature		(301,219	)		(424,985	)
Total other expense		(374,333	)		(501,748	)

Net loss before provision for income taxes		(1,339,002	)		(821,798	)

Income taxes		-			-

NET LOSS	$	(1,339,002	)	$	(821,798	)

Net loss per common share, basic and fully diluted	$	(0.02	)	$	(0.36	)

Weighted average number of common shares outstanding, basic and fully diluted		86,985,247			2,272,826

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

F-4

ZEVOTEK, INC.

CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY

For the Two Years Ended June 30, 2010

	Preferred stock
	Series A				Series B				Common stock				Common Stock To			Treasury stock				Additional Paid in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Be Issued			Shares		Amount		Capital		Deficit			Total
Balance, June 30, 2008		50,000	$	1		1,000,000	$	10		189,246	$	2	$	—			—	$	—	$	2,013,417	$	(3,324,225	)	$	(1,310,795	)
Common stock issued for services rendered		—		—		—		—		1,152,876		11		—			—		—		189,212		—			189,223
Common stock issued for previously incurred debt		—		—		—		—		77,697		1		—			—		—		6149		—			6,150
Common stock issued for licensing agreement		—		—		—		—		2,500,000		25		—			—		—		39,975		—			40,000
Conversion of debt and accrued interest for common stock		—		—		—		—		4,884,800		49		30			—		—		21,867		—			21,946
Common stock issued and held in treasury		—		—		—		—		—		—		—			2,000		—		—		—			—
Fair value of Beneficial conversion feature		—		—		—		—		—		—		—			—		—		457,849		—			457,849

Net loss		—		—		—		—		—		—		—			—		—		—		(821,798	)		(821,798	)
BALANCE, June 30, 2009		50,000	$	1		1,000,000	$	10		8,804,619	$	88	$	30			2,000	$	—	$	2,728,469	$	(4,146,023	)	$	(1,417,425	)
Common stock issued for services rendered		—		—		—		—		6,670,600		66		—			—		—		276,230		—			276,296
Common stock issued for accrued expenses		—		—		—		—		1,500,000		15		—			—		—		489,734		—			489,749
Conversion of debt and accrued interest for common stock		—		—		—		—		155,698,350		1,557		(30	)		—		—		309,569		—			311,096
Common stock issued for officer’s compensation		—		—		—		—		350,000		4		—			—		—		10,496		—			10,500
Fair value of Beneficial conversion feature		—		—		—		—		—		—		—			—		—		44,000		—			44,000
Common stock to be issued to former officer for accrued compensation		—		—		—		—		571,429		6		30,000			—		—		140,570		—			170,576

Net loss		—		—		—		—		—		—		—			—		—		—		(1,339,002	)		(1,339,002	)
BALANCE, June 30, 2010		50,000	$	1		1,000,000	$	10		173,594,998	$	1,736	$	30,000			2,000	$	—	$	3999,068	$	(5,485,025	)	$	(1,454,210	)

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

F-5

ZEVOTEK, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended June 30, 2010 and 2009

	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,339,002	)	$	(821,798	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services rendered		276,297			189,223
Common stock issued for officer’s compensation		10,500			—
Bad debt allowance		—			30,345
Amortization of beneficial conversion feature		301,219			424,985
(Increase) decrease in:
Accounts receivable		(6,269	)		—
Inventory		(98,247	)		—
Prepayments		(993	)		(17,000)
Other assets		(5,000	)		—
(Decrease) increase in:
Accounts payable and accrued expenses		173,623			(38,964)
Net cash used in operating activities		(687,872	)		(233,209	)

CASH FLOWS FROM INVESTING ACTIVITIES:		—			—

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from advances payable		820,389			44,000
Proceeds from loans		—			182,454
Net cash provided by financing activities		820,389			226,454

Net increase (decrease) in cash and cash equivalents		132,517			(6,755	)
Cash and cash equivalents, beginning of year		—			6,755

Cash and cash equivalents, end of year	$	132,517		$	—

SUPPLEMENTAL DISCLOSURE OF CASH FLOW:
Interest paid	$	—		$	—
Taxes paid	$	—		$	—
NON-CASH ITEMS:
Common stock issued for licensing agreement	$	—		$	40,000
Common stock issued for settlement of accrued liabilities	$	700,039		$	—
Exchange of convertible debenture for advances payable	$	44,000		$	28,096
Common stock issued for settlement of debt	$	271,379		$	21,560

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

F-6

ZEVOTEK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2010

NOTE A - SUMMARY OF ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows.

Business and Basis of Presentation

ZEVOTEK, INC. (“Company” or “Registrant”) was organized on December 19, 2005 under the state laws of Delaware with an original name of “The Diet Coffee Company.” On March 1, 2006, the Company changed its name Diet Coffee Inc, and on June 25, 2008 to the current existing name.

The Company’s wholly-owned subsidiary is Ionic Bulb.com, Inc (Ionic Bulb) which was formerly named Zevotek, Inc. Through its subsidiary, it markets and sells a range of home care and household products. In May 2007, the Company entered into a license agreement to sell an energy saving compact fluorescent light bulb named the Ionic Bulb. The Company markets the Ionic Bulb through TV infomercials, and plans to sell through catalogs, magazines and major U.S. retail and specialty stores and our websites www.ionic-bulb.com and www.zevo-tek.com.

General

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

The consolidated financial statements include the accounts of the Registrant and its wholly-owned subsidiary, Ionic Bulb.com, Inc. The Registrant formed its Ionic Bulb.com, Inc. subsidiary on August 21, 2007 and started its operations during the fiscal year ending June 30, 2008. All significant inter-company transactions and balances have been eliminated in consolidation.

The company has adopted the fiscal year end of June 30.

Reverse Stock Split

Effective June 26, 2008, the Company authorized for its common stock a 50:1 reverse stock split. Also, par value for the Preferred Stock and Common stock was changed to $.00001 per share. All preferred and common stock and related information have been retroactively restated.

On September 24, 2010, the Company filed a certificate of amendment to our Certificate of Incorporation with the Secretary of State of Delaware to effectuate a reverse stock split on a 1 to 20 basis. Although the amendment was effective with the State of Delaware on September 24, 2010, the reverse split will not be effected until the Company receives approval from the Financial Industry Regulatory Authority (“FINRA”). Upon approval by FINRA, each holder of common stock will receive 1 share of the Company’s common stock for each 20 shares of the Company’s common stock they own. The Company will not issue fractional shares in connection with the foregoing split. Fractional shares will be rounded up to the nearest whole share. All per share numbers quoted herein are reflective of the 1:20 reverse split. All common stock and related information have been retroactively restated.

Revenue Recognition

Revenues are recognized in the period that products are provided. For revenue from product sales, the Company recognizes revenue in accordance with Accounting Standards Codification 605, “Revenue Recognition SEC Staff Accounting Bulletin Topic 13” (“ASC 605”). ASC 605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence that an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

F-7

ASC 605 incorporates Accounting Standards Codification 605-25, “Revenue Recognition Multiple Element Arrangements”. ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets.

Consideration Paid to Customers

The Company offers our customers certain incentives in the form of cooperative advertising arrangements, product markdown allowances, trade discounts, cash discounts, and slotting fees. Markdown allowances, trade discounts, cooperative advertising program participation and cash discounts are all recorded as reductions of net sales. No customer incentives are included in sales for the years ended June 30, 2010 and 2009.

Use of Estimates

The preparation of the financial statement in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Foreign Currency Translation

The Company translates the foreign currency assets and liabilities at current exchange rates, and related revenue and expenses are translated at average exchange rates in effect during the period. Resulting translation adjustments are recorded as a separate component in stockholders' equity. Foreign currency translation gains and losses are included in the statement of operations.

Cash and Cash Equivalents

For the purpose of the accompanying consolidated financial statements, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents.

Inventories / Cost of Goods Sold

The Company has adopted a policy to record inventory at the lower of cost or market determined by the first-in-first-out method. The elements of cost that comprise inventory and cost good sold are FOB shipping point costs, freight and destination charges, customs and importation fees and taxes, customer broker fees (if any) and other related costs. Warehousing costs are charged to cost of goods in the period the costs are incurred. The Company provides inventory allowances based on estimates of obsolete inventories.

Inventories consist of finished products available for sale to distributors and customers. At June 30, 2010 and 2009, finished Goods inventory was $98,247 and $0, respectively.

Allowance for doubtful accounts

The Company maintains an allowance for doubtful accounts to reduce amounts to their estimated realizable value, including reserves for customer and other receivable allowances and incentives. In estimating the provision for doubtful accounts, the company considers a number of factors including age of the accounts receivable, trends and ratios involving the age of the accounts receivable and the customer mix of each aging categories. As of June 30, 2010 and 2009, the allowance for doubtful accounts was $0.

Property and Equipment

Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment would be recorded at cost and depreciated using the straight-line method over their estimated useful lives.

F-8

Impairment of long lived assets

The Company has adopted Accounting Standards Codification 360 "Property, Plant and Equipment" (“ASC 360”). The Statement requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undercounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.

Advertising

The Company charges the costs of advertising to expenses as incurred. The Company charged $287,696 and $3,800 to operations for the years ended June 30, 2010 and 2009, respectively.

Comprehensive Income (Loss)

The Company adopted Accounting Standards Codification subtopic 220-10, “Comprehensive Income” (“ASC 220-10”). ASC 220-10 establishes standards for the reporting and displaying of comprehensive income and its components. Comprehensive income is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owners sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. ASC 220-10 requires other comprehensive income (loss) to include foreign currency translation adjustments and unrealized gains and losses on available for sale securities. The Company does not have any items of comprehensive income in the periods presented, that are not already presented in the statement of operations.

Income Taxes

The Company has adopted Accounting Standards Codification 740, “Income Taxes” (“ASC 740”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant.

Effective January 1, 2007 the Company adopted an amendment to the requirements of ASC 740. The amended standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

ASC 740-10-25-5 “Income Taxes—Overall—Recognition—Basis Recognition Threshold”, (“Tax Position Topic”) provides guidance to address uncertainty in tax positions and clarifies the accounting for income taxes by prescribing a minimum recognition threshold, i.e. “more-likely-than-not”, that the income tax positions must achieve before being recognized in the financial statements. In addition, the Tax Position Topic requires expanded annual disclosures, including a roll forward of the beginning and ending aggregate unrecognized tax benefits as well as specific detail related to tax uncertainties for which it is reasonably possible the amount of unrecognized tax benefit will significantly increase or decrease within twelve months.

As a result of implementing ASC 740, there has been no adjustment to the Company’s financial statements and the adoption of ASC 740 did not have a material effect on the Company’s consolidated financial statements for the year ended June 30, 2010.

Research and Development

The Company accounts for research and development costs in accordance with the Financial Accounting Standards Board's Accounting Standards Codification 730 "Research and Development" (“ASC 730”). Under ASC 730, all research and development costs must be charged to expense as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company had no expenditures on research and product development for years ended June 30, 2010 and 2009.

F-9

Stock Based Compensation

Effective January 1, 2006, the Company adopted the requirements of ASC 505 “Equity” and ASC 718-10 “Stock Compensation”, under the modified prospective transition method. The standards require the measurement of compensation cost at the grant date, based upon the estimated fair value of the award, and requires amortization of the related expense over the employee’s requisite service period.

Under ASC 718-10, stock based compensation cost will be recognized over the period during which an employee is required to provide service in exchange for the award. ASC 718-10 also requires an entity to calculate the pool of excess tax benefits available to absorb tax deficiencies recognized subsequent to adoption of ASC 718-10 (the “APIC pool”). The Company has evaluated its APIC pool and has determined that it was immaterial as of January 1, 2006. ASC 718-10 also amends ASC 230 “Cash Flows”, to require that excess tax benefits that had been reflected as operating cash flows be reflected as financing cash flows.

The Company made no employee stock-based compensation grants before June 30, 2008 and during the years ended June 30, 2010 and 2009; therefore has no unrecognized stock compensation related liabilities or expense unvested or vested.

Loss per Share

The Company has adopted Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. Stock options and warrants would have been excluded as common stock equivalents in the diluted loss per share because there effect is anti-dilutive on the computation.

Potentially dilutive shares of common stock realizable from the conversion of our convertible debentures of 2,546,151,911 and 4,836,404,514, respectively at June 30, 2010 and 2009, are excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive.

Concentration of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit.

Reclassifications

Certain reclassifications have been made in prior year's financial statements to conform to classifications used in the current year.

Recent Accounting Pronouncements

Effective July 1, 2009, the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) became the single official source of authoritative, nongovernmental U.S. GAAP. The historical U.S. GAAP hierarchy was eliminated and the ASC became the only level of authoritative U.S. GAAP, other than guidance issued by the SEC. The Company’s accounting policies were not affected by the conversion to the ASC. However, references to specific accounting standards in the notes to our c consolidated financial statements have been changed.

Effective July 1, 2009, the Company adopted the provisions of a FASB pronouncement issued in December 2007 regarding business combinations and consolidation. The pronouncement requires that the acquisition method of accounting be applied to a broader set of business combinations, amends the definition of a business combination, provides a definition of a business, requires an acquirer to recognize an acquired business at its fair value at the acquisition date and requires the assets and liabilities assumed in a business combination to be measured and recognized at their fair values as of the acquisition date (with limited exceptions). The adoption of this pronouncement did not have a material effect on the Company’s consolidated financial statements

F-10

Effective July 1, 2009, the Company adopted the provisions of a FASB pronouncement issued in April 2009 regarding assets and liabilities assumed in a business combination that arise from contingencies. The pronouncement requires that assets and liabilities assumed in a business combination that arise from contingencies be recognized at fair value if fair value can be reasonably estimated. If the fair value cannot be reasonably estimated the asset or liability would generally be recognized in accordance with accounting for contingencies. The pronouncement also removed the subsequent accounting guidance for assets and liabilities arising from contingencies and eliminated the requirement to disclose an estimate of the range of possible outcomes or recognized contingencies at the acquisition date. The adoption of this pronouncement did not have a material effect on the Company’s consolidated financial statements.

Effective July 1, 2009, the Company adopted the provisions of a FASB pronouncement issued in June 2009 regarding amendments to existing guidance on variable interest entities. The pronouncement eliminated the quantitative approach previously required for determining the primary beneficiary of a variable interest entity and requires ongoing qualitative assessments of whether an enterprise is the primary beneficiary of a variable interest entity. The adoption of this pronouncement did not have a material effect on the Company’s consolidated financial statements.

Effective July 1, 2009, the Company adopted the provisions of a FASB pronouncement issued in June 2009 regarding the amendments to existing guidance on the transfer of financial assets. The pronouncement removed the exemption from consolidation for Qualifying Special Purpose Entities (QSPE’s). The guidance also limited the circumstances in which a financial asset, or portion of a financial asset should be derecognized when the transferor has not transferred the entire original financial asset to an entity that is not consolidated with the transferor in the financial statements being presented and/or when the transferor has continuing involvement with the transferred financial asset. The adoption of this pronouncement did not have a material effect on the Company’s consolidated financial statements.

In October 2009, the FASB issued amended revenue recognition guidance for arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management’s best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence (VSOE), vendor objective evidence (VOE) or third-party evidence (TPE) is unavailable. For the Company, this guidance is effective for all new or materially modified arrangements entered into on or after January 1, 2011 with earlier application permitted as of the beginning of a fiscal year. Full retrospective application of the new guidance is optional. The Company does not expect the adoption of this guidance will have a material impact on the consolidated financial statements.

In January 2010, the FASB issued amended fair value disclosure guidance. The new guidance requires disclosure of transfers in and out of Levels 1 and 2 fair value measurements including a description of the reasons for the transfer where significant and disclosure of activity in Level 3 fair value measurements, including information on a gross basis regarding purchases, sales, issuances and settlements. Amendments to existing guidance were also made regarding classes of assets and liabilities and disclosures about inputs and valuation techniques used to measure fair value. Management does not expect the adoption of these standards to have any material impact on the Company’s consolidated financial statements.

In February 2010, the FASB issued amended guidance on subsequent events disclosure requirements for SEC filers. Under the new guidance, an SEC filer is presumed to have completed a review of subsequent events up to the date of filing its financial statements and is not required to disclose the date through which subsequent events have been evaluated. The amendment is effective for the Company for the annual period ended June 30, 2010. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements

F-11

NOTE B - GOING CONCERN MATTERS

The accompanying consolidated statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements for the year ended June 30, 2010 and 2009, the Company incurred net losses of $1,339,002 and $821,798, respectively. At June 30, 2010, the Company had a working capital deficit of $1,478,126 and accumulated losses of $5,485,025. The Company is in default of payment and interest on certain convertible notes payable. These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time.

The Company is actively pursuing additional convertible debt financing through discussions with its current lenders. The Company cannot predict whether the additional financing will be in the form of equity or debt, or be in another form. The Company may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In any of these events, the Company may be unable to implement its current plans for expansion, repay its debt obligations as they become due, or respond to competitive pressures, any of which circumstances would have a material adverse effect on its business, prospects, financial conditions and result of operations.

The Company's existence is dependent upon management's ability to develop profitable operations. Management anticipates the Company may attain profitable status and improve its liquidity through the continued developing, marketing and selling of its services and additional equity investment in the Company. The accompanying consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

NOTE C – LICENSING AGREEMENT AND DISTRIBUTION AGREEMENT

On February 24, 2009, the Company entered into an Exclusive License and Sales Agreement whereby the Company has worldwide exclusive rights to manufacture, market use, sell, distribute and advertise certain licensed products. The license is on a year to year basis with automatic renewal subject to the Company re-acquire listing on the OTC BB exchange by February 14, 2010 and files all quarterly and annual reports by due dates, inclusive of allowable extensions.

In exchange for the exclusive license, the Company issued 2,500,000 shares of its common stock. The license was valued at the market price of the underlying security.

In addition, the Agreement provides for the retention of Ryu as a non-exclusive independent contractor sales representative to obtain purchase orders for the Licensed Products on our behalf. In consideration for his consulting services, we agreed to issue Ryu 37,500 shares of Common Stock for each $100,000 in gross sales of the Licensed Product by Ryu (or any Sales Associate hired by him) on or before February 28, 2010 up to a maximum of 3,750,000 shares of Common Stock (collectively, the “Incentive Shares”). The Incentive Shares shall not vest unless Ryu (or any Sales Associate hired by him) shall have collectively procured gross sales of $5,000,000 for the Licensed Products on or before February 28, 2010 (the “Target”). If Ryu fails to achieve the Target, such Incentive Shares shall be null and void and of no further force and effect. In addition to the Incentive Shares, we also agreed to pay Ryu a commission at the rate 50% of all Net Profits (as defined in the Agreement) recognized by us on sales of the Licensed Products made by Ryu (or Sales Associates hired by Ryu) on our behalf during the period of this Agreement. The Target has concluded without any sales, incentive shares or commissions realized.

NOTE D- ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities are as follows:

	June 30, 2010		June 30, 2009
Accounts payable	$	101,379	$	195,181
Accrued professional fees		95,000		100,000
Accrued payroll and payroll taxes		156,817		799,280
Old disputed accounts payable		136,405		-
Accrued interest		76,291		43,494
Other accrued liabilities		139,963		94,316
Total	$	705,855	$	1,232,271

F-12

NOTE E – ADVANCES PAYABLE

As of June 30, 2010 and 2009, the Company owed $820,389 and $44,000, respectively, to a note holder for cash advanced to the Company for operating purposes. The advances accrue interest at 10% per annum are repayable on demand. In August 2010, the Company converted $192,430 of advances into a convertible term note as discussed in Note M.

NOTE F - CONVERTIBLE NOTES PAYABLE AND DEMAND NOTES

	June 30, 2010			June 30, 2009
Notes Payable:
Convertible term note (a)	$	3,023		$	83,413
Convertible term note (b)		1,923			155,789
Convertible term note (c)		50,000			50,000
Convertible term note (d)		55,800			92,924
Convertible term note (e)		113,972			113,972
Convertible term note (f)		11,532			11,532
Convertible term note (g)		44,000			—
Subtotal		280,250			507,630
Less: discount on debt		(76,608	)		(333,827	)
		203,642			173,803
Less: current portion		(182,558	)		(134,139	)
Long term debt	$	21,084		$	39,664

On May 14, 2008, the Company entered into a convertible term note bearing interest at 10% per annum with a maturity date of May 14, 2010. At any time at the option of the note holder, principal and interest payments may be paid in common stock at a conversion price of $0.0001 per share (see below). The Company is in default of payment of principal and interest on the note and the Company is in discussions with the note holder about amending the conversion terms to cure the default.

On May 27, 2008, the Company entered into a convertible term note bearing interest at 10% per annum with a maturity date of May 27, 2010. At any time at the option of the note holder, principal and interest payments may be paid in common stock at a conversion price of $0.0001 per share (see below). The Company is in default of payment of principal and interest on the note and the Company is in discussions with the note holder about amending the conversion terms to cure the default.

On January 1, 2008, Company entered into a convertible term note for the principal amount of $50,000 bearing interest at 7% per annum with a maturity date of June 30, 2008. This note is convertible into common stock at 90% of the common stock closing price at June 30, 2008, or approximately 18,500 shares of common stock. The Company is in default of payment of principal and interest on the note and the Company is in discussions with the note holder about amending the conversion terms to cure the default.

On January 8, 2009, the Company entered into a convertible term note bearing interest at 10% per annum with a maturity date of January 8, 2011. At any time at the option of the note holder, principal and interest payments may be paid in common stock at a conversion price of $0.0001 per share (see below).

On March 9, 2009, the Company entered into a convertible term note bearing interest at 10% per annum with a maturity date of March 9, 2011. At any time at the option of the note holder, principal and interest payments may be paid in common stock at a conversion price of $0.0001 per share (see below).

Of the convertible term notes entered into on May 14, 2008, certain notes having a principal amount of $11,532 as of June 30, 2010 and 2009 were not amended with respect to their conversion price and, at any time at the option of the note holder, principal and interest payments may be paid in common stock at a conversion price of $0.001 per share (see below). The Company is in default of payment of principal and interest on the note and the Company is in discussions with the note holder about amending the conversion terms to cure the default.

On July 28, 2009, the Company entered into a convertible term note bearing interest at 10% per annum with a maturity date of July 28, 2011. At any time at the option of the note holder, principal and interest payments may be paid in common stock at a conversion price of $0.0001 per share (see below).

F-13

In accordance with Accounting Standards Codification 470-20-65, “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios (“ASC 470-20-65”), the Company recognized an imbedded beneficial conversion feature present in the notes. The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid in capital. The Company recognized and measured an aggregate of $314,049 of the proceeds, which was equal to the intrinsic value of the imbedded beneficial conversion feature at the time, to additional paid in capital and a discount against the Notes issued during the year ended June 30, 2008. The debt discount attributed to the beneficial conversion feature was originally amortized over the Notes maturity period (two years) as interest expense, adjusted for conversion of debt to common stock. In January 2009 through March 2009, the Company restructured certain Notes to a conversion rate of $0.0001 per share with a two year term and accordingly fully amortized the remaining debt discount of $206,160. In accordance with ASC 470-20-65, Accounting for Convertible Securities with Beneficial Conversion Features, the Company recognized an imbedded beneficial conversion feature present in the notes. The Company recognized and measured an aggregate of $457,849 of the proceeds, which is equal to the intrinsic value of the imbedded amended beneficial conversion feature, to additional paid in capital and a discount against the Notes issued during the year ended June 30, 2009. The remaining debt discount attributed to the original beneficial conversion feature was expensed at the time the Notes were amended and the $457,849 assigned to the amended beneficial conversion feature is being amortized over the Notes maturity period.

On July 28, 2009, the Company issued a $44,000 convertible note having the same terms as the amended outstanding convertible notes. The Company recognized and measured an aggregate of $44,000 of the proceeds, which is equal to the intrinsic value of the imbedded amended beneficial conversion feature, to additional paid in capital and a discount against the note issued, with the discount being amortized over the note’s two-year term.

During the years ended June 30, 2010 and 2009, amortization related to the beneficial conversion feature on the convertible notes was $301,219 and $424,985, respectively.

In November and December 2009 and April 2010, two note holders submitted conversion notices to the Company seeking to convert note principal and interest on the notes they hold into 9,189,925 shares of Company common stock. The Company has not honored these conversion notices. As discussed in Note J, in or about May 2010, one of the note holders commenced an action in the United States District Court, District of Connecticut.

NOTE G – STOCKHOLDERS EQUITY

Preferred Stock

The Company has authorized 10,000,000 shares of Preferred Stock of which 50,000 shares have been designated as Series A Preferred Stock, par value $0.00001, and 1,000,000 shares have been designated as Series B Preferred Stock, par value $0.00001 within the limitations and restrictions stated in the Certificate of Incorporation of the Company.

The Company issued of 50,000 shares of Series A Preferred Stock; non convertible. Each share of the Series A Preferred Stock is entitled to 10,000 votes on all matters submitted to the stockholders of the Company. The holders of the Series A Preferred Stock are not granted any preference upon the liquidation, dissolution or winding up of the business of the Company.

The Company designated and issued 1,000,000 shares of Series B Preferred Stock. On May 14, 2008, the Company and an unrelated third party entered into an exchange agreement under which the third party note holder exchanged a $21,026 promissory note for 1,000,000 shares of Series B Preferred Stock. Each share of Series B Preferred Stock is entitled to 5,000 votes on all matters submitted to the stockholders of the Company.

Common Stock

The Company effectuated a 1 for 50 reverse stock split on June 26, 2008. All common stock and related information has been retroactively restated. In addition, contemporaneously with the stock split the Company increased its authorized Common stock, par value $0.00001 to 1,000,000,000 shares. Prior to this date, the authorized shares were 200,000,000 shares. On October 14, 2009, the company authorized capital was increased to 5,000,000,000.

On September 24, 2010, the Company filed a certificate of amendment to our Certificate of Incorporation with the Secretary of State of Delaware to effectuate a reverse stock split on a 1 to 20 basis. All common stock and related information has been retroactively restated as of June 30, 2010. Although the amendment was effective with the State of Delaware on September 24, 2010, the reverse split will not be effected until the Company receives approval from FINRA. Upon approval by FINRA, each holder of common stock will receive 1 share of the Company’s common stock for each 20 shares of the Company’s common stock they own. The Company will not issue fractional shares in connection with the foregoing split. Fractional shares will be rounded up to the nearest whole share. All per share numbers quoted herein are reflective of the 1:20 reverse split. All common stock and related information have been retroactively restated.

F-14

At June 30, 2010 and 2009, common shares issued and outstanding were 173,594,998 and 8,804,619, respectively.

On September 11, 2007, the Company adopted its 2007 Stock Incentive Plan (the “2007 Plan”). The Company is permitted to issue up to 21,450,000 shares of common stock under the Plan in the form of stock options, restricted stock awards, and stock awards to employees, non-employee directors, and outside consultants. As of June 30, 2010, there were 1,072,500 shares issued under this 2007 Plan.

On December 13, 2007, the Company adopted its 2007 Stock Incentive Plan No. 2. (the “2007 Plan #2”). The Company is permitted to issue up to 21,994,000 shares of common stock under the Plan in the form of stock options, restricted stock awards, and stock awards to employees, non-employee directors, and outside consultants. As of June 30, 2010, there were 1,099,700 shares issued under this 2007 Plan #2.

On February 21, 2008 the Company adopted its 2008 Stock Incentive Plan. The Company is permitted to issue up to 33,000,000 shares of common stock under the Plan in the form of stock options, restricted stock awards, and stock awards to employees, non-employee directors, and outside consultants. As of June 30, 2010, there were 1,617,047 shares issued under this 2008 Plan.

On February 21, 2008 the Company adopted its 2008 California Stock Incentive Plan. The Company is permitted to issue up to 33,000,000 shares of common stock under the Plan in the form of stock options, restricted stock awards, and stock awards to employees, non-employee directors, and outside consultants. As of June 30, 2010, there were 1,646,260 shares issued under this 2008 Plan.

On September 15, 2009 the Company adopted its 2009 Stock Incentive Plan. The Company is permitted to issue up to 136,715,000 shares of common stock under the Plan in the form of stock options, restricted stock awards, and stock awards to employees, non-employee directors, and outside consultants. As of June 30, 2010, there were 2,670,000 shares issued under this 2009 Plan.

On September 15, 2009 the Company adopted its 2009 California Stock Incentive Plan. The Company is permitted to issue up to 136,715,000 shares of common stock under the Plan in the form of stock options, restricted stock awards, and stock awards to employees, non-employee directors, and outside consultants. As of June 30, 2010, there were 4,097,357 shares issued under this 2009 Plan.

During the year ended June 30, 2009, the Company issued 1,152,876 shares of common stock for services valued at $189,223, converted $21,946 of debt and accrued interest into 4,884,800 issued shares of common stock and 150,000 shares of common stock to be issued as of June 30, 2009.

During the year ended June 30, 2009, the Company issued 77,697 shares of common stock for $6,150 in accounts payable and 2,500,000 shares for an exclusive licensing agreement (see note C above).

During the year ended June 30, 2010, the Company issued 8,170,601 shares of common stock, valued at $766,045 for services and accrued expenses.

During the year ended June 30, 2010, the Company converted debt and accrued interest of $311,096 into 155,698,350 shares of common stock, including 150,000 shares the Company was committed to issue as of June 30, 3009.

During the year ended June 30, 2010, the Company issued 350,000 shares of common stock as officer’s compensation, valued at $10,500.

During the year ended June 30, 2010, the Company issued 571,429 shares to a former officer to satisfy all existing claims including accrued payroll totaling of $170,576 and agreed to issue an additional $30,000 in shares of the Company’s common stock as discussed in Note J.

Treasury Stock

As of June 30, 2010 and 2009, the Company had 2,000 and 0 shares of common stock held in treasury, respectively, which carried at $0 based on a $0.00001 par value.

F-15

NOTE H - INCOME TAXES

The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns..

Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant. Management estimates that at June 30, 2010, the Company has available for federal income tax purposes a net operating loss carry forward of approximately $3.1 million expiring by the year 2030 that may be used to offset future taxable income. Due to significant changes in the Company's ownership, the future use of its existing net operating losses may be limited.

The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the earnings history of the Company; it is more likely than not that the benefits will not be realized. Components of deferred tax assets as of June 30, 2010 are as follows:

Net operating loss carry forward	$	1,227,000
Valuation allowance		(1,227,000	)
Net	$	0

The Company has not filed their federal or state income tax returns for fiscal years ended June 30, 2006 through June 30, 2010.

NOTE I - STOCK OPTIONS AND WARRANTS

During the years ended June 30, 2010 and 2009, the Company did not issue any stock warrants. As of June 30, 2010, no warrants are outstanding.

On December 13, 2007, the Company agreed to grant Mr. Engel options to purchase 3,600 shares of common stock, which options would vest at a rate of 100 shares per month. These options were not granted as of his resignation on February 25, 2010.

NOTE J - COMMITMENTS AND CONTINGENCIES

Employment Agreement

On December 13, 2007, the Company entered into an employment agreement with Adam Engel pursuant to which the Company employed Mr. Engel as President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary. The agreement was for an initial term of three years and provided for an annual base salary during the term of the agreement of $120,000, payable either in cash or stock. The Company also agreed to grant Mr. Engel options to purchase 3,600 shares of Company common stock with an exercise price of $0.25 per share (which price shall not be less than 85% of the “fair market value” of the Company’s common stock on the date of grant), which options would vest at a rate of 100 shares per month. These options were not granted. In addition to salary and benefit provisions, the agreements included defined commitments should we terminate his employment without cause and 24 month non-compete/non solicitation terms.

On February 25, 2010, Adam Engel resigned from his positions as President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer. In connection with Mr. Engel’s resignation, the Company entered into a letter agreement dated February 24, 2010 setting forth the terms of the mutual separation. Under the terms, Mr. Engel and the Company agreed to waive any and all continuing rights, including payroll totaling $170,576 and obligations under Mr. Engel’s employment agreement dated December 13, 2007. Mr. Engel also agreed to a 1 year non-compete/non solicitation provision as well as confidentiality and non-disparagement clauses. On May 21, 2010, the Company entered into an consulting agreement with Mr. Engel for a period of five months for $10,000 and Mr. Engel agreed that there were no claims arising from the earlier agreement as mentioned above. During the year ended June 30, 2010, the Company has paid Mr. Engel $20,000 and issued 571,429 shares of the Company’s common stock valued at $20,000 adjusted against common stock to be issued. As of June 30, 2010, $30,000 has been shown under Common Stock to be issued.

F-16

U.S. Federal Trade Commission Settlement

On March 26, 2007, the Company received a letter from the U.S. Federal Trade Commission (“FTC”) whereby the Company was informed that the FTC was conducting an investigation into advertising claims made for the Company’s weight loss product known as “Slim Coffee.” The purpose of the investigation was to determine whether the Company, in connection with its sales of Slim Coffee, engaged in unfair or deceptive acts or practices and false advertising. The FTC threatened to file a complaint in the United States District Court, Southern District of New York, alleging false advertising, unless the Company and the FTC could reach a satisfactory resolution to the matter. A negotiated settlement has been reached with the FTC under which the Company, its officers and directors did not admit any wrongdoing. On January 10, 2008, pursuant to a stipulated final judgment and order, the United States District Court, Southern District of New York, entered a final judgment and order against the Company in the amount of $923,910. The full amount of the judgment, and payment of any portion of it is suspended and cannot be reinstated so long as (a) the Company abides by the reporting and monitoring requirements of the judgment, (b) does not make false advertising claims in connection with any of its products in the future, and (c) its past financial disclosures to the FTC were materially accurate. The Company plans to comply with the terms of the stipulation and do not anticipate incurring a liability for the judgment, however there can be no assurance of compliance. Should the Company fail to comply with the FTC’s final judgment, this could have a material adverse on Companies business, financial condition and results of operations.

Royalty Commitment and Agreement Termination

On May 18, 2007, the Company entered into a Consulting, License and Supply Agreement with Jason Ryu, pursuant to which the Company licensed the right to market and sell a fluorescent light bulb that contains an air purifying microchip ion emitter from Mr. Ryu. In exchange for this license the Company agreed to pay Mr. Ryu a royalty of $0.20 per unit for the first 1.5 million units sold by the Company and the lesser of $0.15 per unit or 5% of manufacturing costs for all additional units. The initial term of this agreement was for two years and was to be automatically renewed for subsequent two year periods if at least 5 million units are sold by the Company during each period. Within ninety days from the date of this Agreement, the Company was required to place an order not less than 100,000 units and at least 600,000 units each quarter thereafter. Mr. Ryu sent a notice to the Company that the license agreement shall continue on a non-exclusive basis.

In addition, the Agreement provides for the retention of Ryu as a non-exclusive independent contractor sales representative to obtain purchase orders for the Licensed Products on companies behalf. In consideration for his consulting services, the Company agreed to issue Ryu 37,500 shares of Common Stock for each $100,000 in gross sales of the Licensed Product by Ryu (or any Sales Associate hired by him) on or before February 28, 2010 up to a maximum of 3,750,000 shares of Common Stock (collectively, the “Incentive Shares”). The Incentive Shares shall not vest unless Ryu (or any Sales Associate hired by him) shall have collectively procured gross sales of $5,000,000 for the Licensed Products on or before February 28, 2010 (the “Target”). If Ryu fails to achieve the Target, such Incentive Shares shall be null and void and of no further force and effect. In addition to the Incentive Shares, the Company also agreed to pay Ryu a commission at the rate 50% of all Net Profits (as defined on the Agreement) recognized by the Company on sales of the Licensed Products made by Ryu (or Sales Associates hired by Ryu) on the Company’s behalf during the period of this Agreement. The Target has concluded without any sales, incentive shares or commissions realized.

Payroll Taxes

At June 30, 2010, the Company is delinquent with filing and remitting payroll taxes of approximately $83,227 including estimated penalties and interest related to payroll taxes withheld since April 2007. The Company has recorded the delinquent payroll taxes, which are included in accrued expenses on the balance sheet. Although the Company has not entered into any formal repayment agreements with the respective tax authorities, management plans to make payment as funds become available. Penalties and interest amounts are subject to increase based on a number of factors that can cause the estimated liability to increase further. Interest and penalties were accrued in an amount estimated to cover the ultimate liability.

Sales Taxes

At June 30, 2010, the Company is delinquent with remitting sales taxes of approximately $16,000, including related estimated penalties and interest related to sales taxes withheld since 2006 in the state of New York. The Company has recorded the delinquent sales taxes, which are included in accrued expenses on the balance sheet. Although the Company has not entered into any formal repayment agreements with the respective tax authorities, management plans to make payment as funds become available. Penalties and interest amounts are subject to increase based on a number of factors that can cause the estimated liability to increase further. Interest and penalties were accrued in an amount estimated to cover the ultimate liability.

F-17

Legal

In or about May 2010, an alleged assignee of certain convertible promissory notes commenced an action by the filing of a summons and complaint against the Company alleging a failure to comply with its demands to convert principal and interest under the promissory notes. The Company served and filed its Answer on July 21, 2010, in which it denied the material allegations of the complaint and asserted numerous affirmative defenses. The parties are presently in the discovery stage of this action. The Company intends to vigorously defend this action.

Leases

The Company leases office space on a month to month basis in Stuart, Florida. Rent expense for the year ended June 30, 2010 and 2009 was $736 and $0, respectively.

NOTE K - FAIR VALUE MEASUREMENT

Fair Value Measurements under GAAP clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy. It only applies to accounting pronouncements that already require or permit fair value measures, except for standards that relate to share-based payments

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

The carrying value of the Company’s cash, accounts receivable, prepayments, accounts payable, advances payable, convertible notes payable, and other current assets and liabilities approximate fair value because of their short-term maturity. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

As of June 30, 2010, there were no financial assets or liabilities that were measured at fair value on a recurring basis.

NOTE L – BUSINESS CONCENTRATION

Revenue from two major customers was $131,217 or 71% of total revenues for the period ended June 30, 2010. There were no receivables due from these customers as of June 30, 2010.

Purchases from two major suppliers approximated $244,000, or 100% of inventory purchased for the period ended June 30, 2010. Total accounts payable of $18,609, or 3% of total accounts payable and accrued expenses, was due to one of the two suppliers as of June 30, 2010. There were no major suppliers during the year ended June 30, 2009, there were no amounts due to major suppliers.

F-18

NOTE M – SUBSEQUENT EVENTS

Since June 30, 2010, the Company issued an aggregate of 20,500,000 shares of common stock upon conversion of convertible promissory notes.

Since June 30, 2010, the Company issued an aggregate of 1,800,000 and 1,163,194 shares of common stock from the 2009 Stock Incentive Plan and 2009 California Stock Incentive Plan, respectively, in exchange for consulting services. Of the 1,163,194 shares, 416,667 shares were issued against common stock to be issued.

On August 6, 2010, the Company converted $192,430 of advances into a convertible term note bearing interest at 10% per annum with a maturity date of August 6, 2012. At any time, at the option of the note holder, principal and interest payments may be paid in common stock at a conversion price of $0.0001.

On August 17, 2010, the Company adopted its 2010 Equity Incentive Plan (“2010 Plan”). The Company is permitted to issue up to 350,000,000 shares of common stock under the Plan in the form of stock options, restricted stock awards, and stock awards to directors, officers, consultants, advisors and employees of the Company. Concurrent with its adoption, the Company’s Board of Directors granted 750,000 shares of common stock to each of the Company’s Chief Executive Officer and two of its directors. On August 26, 2010, Form S-8 Registration Statement was filed with the Securities Exchange Commission to register the shares of common stock. On August 27, 2010, under the 2010 Plan, there were 5,714,286 shares granted and issued to consultants in exchange for services rendered and 2,000,000 shares issued in September 2010 in exchange for legal services. Of the 5,714,286 shares, 714,286 shares were issued against the common stock to be issued.

On September 22, 2010, the Company’s Board of Directors approved a reverse stock split of the Company’s common stock at a ratio of 20: 1. All of the shares issued prior and subsequent to the balance sheet date have been adjusted for the 1 for 20 reverse stock split.

F-19

Delaware		05-0630427
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

900 Southeast Ocean Blvd Suite 130D Stuart, FL		34994
(Address of principal executive offices)		(Zip Code)

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer (Do not check if a smaller reporting company)	o	Smaller reporting company	þ

		PAGE
	PART I
ITEM 1.	Business	1
ITEM 1A.	Risk Factors	4
ITEM 2.	Properties	11
ITEM 3.	Legal Proceedings	11
ITEM 4.	Removed and Reserved	12

	PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
ITEM 6.	Selected Financial Data	18
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	18
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk
ITEM 8.	Consolidated Financial Statements	22
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	22
ITEM 9A(T).	Controls and Procedures	22
ITEM 9B.	Other Information	23

	PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	23
ITEM 11.	Executive Compensation	26
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	29
ITEM 14.	Principal Accounting Fees and Services	30

	PART IV
ITEM 15.	Exhibits, Financial Statement Schedules	31

	SIGNATURES	33

July 1, 2009 to June 30, 2010	High Bid		Low Bid
First quarter	$	0.02	$	0.02
Second quarter		0.20		0.16
Third quarter		0.10		0.08
Fourth quarter		0.02		0.02

Title of each class registered:		Name of each exchange on which registered:
None		None

July 1, 2008 to June 30, 2009	High Bid		Low Bid
First quarter	$	2.80	$	0.40
Second quarter		1.40		0.02
Third quarter		0.60		0.02
Fourth quarter		0.46		0.04

	(a)		(b)		(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
E Equity compensation plans approved by security holders		-		-
Equity compensation plans not approved by security holders		-		-		370,671,136	(1)(2)(3)(4)(5)
Total		-		-		370,671,136	(1)(2)(3)(4)(5)

Name	Age	Positions and Offices Held
Robert Babkie	53	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
Anthony Intrieri	71	Director
Indira Tovar	36	Director

Summary Compensation Table

							Stock			Option			All Other
Name and Position	Year	Salary			Bonus		Awards ($)			Awards ($)			Compensation		Total ($)
	2010	$	92,000			—	$	10,500			—		$	40,000	$	142,500
Adam Engel	2009		120.000	(1)		—		11,123.97	(2)		—			—		131,123.97
Chairman, President,	2008		120,000	(3)		—		—		$	36,000	(4)	$			156,000
Chief Executive Officer,
CFO and Secretary (resigned February 25, 2010 )

Robert Babkie	2010	$	24,000			—		—			—			—	$	24,000
President, Chief Executive Officer
CFO and Director (appointed February 25, 2010)