10-12G

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

TABLE MESA ACQUISITIONS, INC

(Name of Small Business Issuer in its charter)

Nevada	26-1188469
(State or other jurisdiction of incorporation or formation)	(I.R.S. employer identification number)
4807 S. Zang Way Morrison, Co
	80465
(Address of principal executive offices)	(Zip Code)

  Registrant’s telephone number, including area code: (303) 979-2404

Copies to:

Gary S. Joiner, Esq.

Frascona Joiner Goodman and Greenstein, P.C.

4750 Table Mesa Drive

Boulder, Colorado 80305

(303) 494 3000

Securities to be registered under Section 12(b) of the Act: none

Securities to be registered under Section 12(g) of the Exchange Act:

Common Stock $0.001 par value

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer of a smaller reporting company.  See definitions of “large accelerated filer,”  “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]

Accelerated Filer [ ]

Non-accelerated filer [ ]

Smaller reporting company [X]  

Do not check if a smaller reporting company)

TABLE OF CONTENTS

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ITEM 1.

BUSINESS

(a) Business Development

Table Mesa Acquisitions, Inc. (“we”, “us”, “our”, the “Company” or the “Registrant”) was incorporated in the State of Nevada on September 13, 2007. Since inception, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination and has made no efforts to identify a possible business combination. As a result, the Company has not conducted negotiations or entered into a letter of intent concerning any target business. The business purpose of the Company is to seek the acquisition of, or merger with, an existing company.

(b) Business of Issuer

The Company, based on proposed business activities, is a “blank check” company. The U.S. Securities and Exchange Commission (the “SEC”) defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Exchange Act of 1934, as amended, (the “Exchange Act”) and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.” Under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the “Securities Act”), the Company also qualifies as a “shell company,” because it has no or nominal assets (other than cash), and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

As of this date, the Company has not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential business combination candidate regarding business opportunities for the Company. The Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Company will consider the following kinds of factors:

(a) Potential for growth, indicated by new technology, anticipated market expansion or new products;

(b) Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

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(c) Strength and diversity of management, either in place or scheduled for recruitment;

(d) Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

(e) The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;

(f) The extent to which the business opportunity can be advanced;

(g) The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and

(h) Other relevant factors.

In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Company’s limited capital available for investigation, the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired. 

FORM OF ACQUISITION

The manner in which the Company participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Company and the promoters of the opportunity, and the relative negotiating strength of the Company and such promoters.

It is likely that the Company will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other “tax free” provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares. Under other circumstances, depending upon the relative negotiating strength o f the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Company prior to such reorganization.

The present stockholders of the Company will likely not have control of a majority of the voting shares of the Company following a reorganization transaction. As

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part of such a transaction, all or a majority of the Company’s directors may resign and new directors may be appointed without any vote by stockholders.

In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders’ meeting and obtain the approval of the holders of a majority of the outstanding shares. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision were made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred.

We presently have no employees apart from our management. Our officers and directors are engaged in outside business activities and currently anticipate that they will devote very limited time to our business until a business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.

(c) Reports to security holders.

(1) The Company is not required to deliver an annual report to security holders and at this time does not anticipate the distribution of such a report.

(2) The Company will file reports with the SEC. The Company will be a reporting company and will comply with the requirements of the Exchange Act.

(3) The public may read and copy any materials the Company files with the SEC at the SEC's Public Reference Section, Room 1580, 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. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

ITEM 1A.

RISK FACTORS

An investment in the Company is highly speculative in nature and involves an extremely high degree of risk.

There may be conflicts of interest between our management and our non-management stockholders.

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Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of other shareholders. A conflict of interest may arise between our management’s personal pecuniary interest and its fiduciary duty to our stockholders. Further, our management’s own pecuniary interest may at some point compromise its fiduciary duty to our stockholders. In particular, the Company’s officers, directors and principal shareholders formed another blind pool or blank check company simultaneously with the formation of the Company, which has a structure and a business plan identical to that of the Company.  It is also likely that the Company's officers and directors will form additional blind pool or blank check companies in the future, with a business plan similar or identical to that of the Company.  The other blind pool or blank check company which was formed at the same time as the Company and has an identical structure and business plan, may be considered to be in direct competition with the Company for available business opportunities, but that competition does not currently create a conflict of interest with the Company because the company currently has an identical group of shareholders.  However, any additional blind pool or blank check companies formed in the future, which do not have the same shareholders and an identical capital structure as the Company, would be in direct competition with the Company for available business opportunities and would create the potential for conflicts of interest.

Our business is difficult to evaluate because we have no operating history.

As the Company has no operating history or revenue and only minimal assets, there is a risk that we will be unable to continue as a going concern and consummate a business combination. The Company has no operating history nor any revenues or earnings from operations since inception. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.

There is competition for those private companies suitable for an acquisition of the type contemplated by management.

The Company is in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with, and acquisitions of, small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

Future success is highly dependent on the ability of management to locate and attract a suitable acquisition.

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The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

The Company has no existing agreement for a business combination or other transaction.

We have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. No assurances can be given that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. Management has not identified any particular industry or specific business within an industry for evaluation. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations.

Management intends to devote only a limited amount of time to seeking a target company which may adversely impact our ability to identify a suitable acquisition candidate.

While seeking a business combination, management anticipates devoting no more than a few hours per week to the Company's affairs in total. Our officers have not entered into a written employment agreement with us and are not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.

Our stockholders may engage in a transaction to cause the Company to repurchase their shares of common stock.

In order to provide an interest in the Company to a third party, our stockholders may choose to cause the Company to sell Company securities to third parties, with the proceeds of such sale being utilized by the Company to repurchase shares of common stock held by the stockholders. As a result of such transaction, our management, principal stockholders and Board of Directors may change.

The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies.

Target companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or

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essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

The Company may be subject to further government regulation which would adversely affect our operations.

Although we will be subject to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), since we will not be engaged in the business of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the Investment Company Act and, consequently, violation of the Investment Company Act could subject us to material adverse consequences.

Any potential acquisition or merger with a foreign company may subject us to additional risks.

If we enter into a business combination with a foreign concern, we will be subject to risks inherent in business operations outside of the United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.

There is currently no trading market for our common stock, and liquidity of shares of our common stock is limited.

Our shares of common stock are not registered under the securities laws of any state or other jurisdiction.  All such shares constitute “restricted securities” as that term is defined in Rule 144 under the Securities Act of 1933, and accordingly there is no public trading market for our common stock. Further, no public trading market is expected to develop in the foreseeable future until after the Company completes a business combination with an operating business.  Our currently outstanding shares of common stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations. Compliance with the criteria for securing exemptions under federal securities laws and the securities laws of the various states is extremely complex, and as a resul t, there is no assurance that our currently outstanding shares will ever be able to be sold in reliance upon exemptions from registration.   The Securities and Exchange Commission has recently proposed amendments to Rule 144 which, if adopted would generally permit resales of outstanding shares to be made in reliance on Rule 144 after we have successfully completed a business combination transaction.  However, there is no assurance as to when or whether the proposed amendments will be adopted, and unless they are adopted, our currently outstanding shares will not be able to be sold pursuant to Rule 144.  Accordingly, under current circumstances, no trading market will be expected to develop for our shares until a registration statement under the Securities Act of 1933 has been filed and declared effective.  

We have never paid dividends on our common stock.

We have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.

The Company may be subject to certain tax consequences in our business, which may increase our cost of doing business.

We may not be able to structure our acquisition to result in tax-free treatment for the companies or their stockholders, which could deter third parties from entering into certain business combinations with us, or result in being taxed on, consideration received in a transaction. Currently, a transaction may be structured so as to result in tax-free treatment to both companies, as prescribed by various federal and state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target entity; however, we cannot guarantee that the business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes that may have an adverse effect on b oth parties to the transaction.

Our business will have no revenues unless and until we merge with or acquire an operating business.

We are a development stage company and have had no revenues from operations. We may not realize any revenues unless and until we successfully merge with or acquire an operating business.

The Company intends to issue more shares in a merger or acquisition, which will result in substantial dilution.

Our Certificate of Incorporation authorizes the issuance of a maximum of 150,000,000 shares of common stock and a maximum of 20,000,000 shares of preferred stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued in connection with a business combination or oth erwise, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially and adversely affected.

The Company has conducted no market research or identification of business opportunities, which may affect our ability to identify a business to merge with or acquire.

The Company has neither conducted nor have others made available to us results of market research concerning prospective business opportunities. Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us. Our management has not identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.

Because we may seek to complete a business combination through a “reverse merger”, following such a transaction we may not be able to attract the attention of major brokerage firms.

Additional risks may exist since we will assist a privately held business to become public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of our Company since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of our post-merger company in the future.

We cannot assure you that following a business combination with an operating business, our common stock will be listed on NASDAQ or any other securities exchange.

Following a business combination, we may seek the listing of our common stock on NASDAQ or the American Stock Exchange. However, we cannot assure you that following such a transaction, we will be able to meet the initial listing standards of either of those or any other stock exchange, or that we will be able to maintain a listing of our common stock on either of those or any other stock exchange. After completing a business combination, until our common stock is listed on the NASDAQ or another stock exchange, we expect that our common stock would be eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the “pink sheets,” where our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, we would be subject to an SEC rule that, if it failed to meet the criteria set forth in such rule , imposes various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business combination.

This registration statement contains forward-looking statements and information relating to us, our industry and to other businesses.

These forward-looking statements are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. When used in this prospectus, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are subject to risks and uncertainties that may cause our actual results to differ materially from those contemplated in our forward-looking statements. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this pro spectus or to reflect the occurrence of unanticipated events.

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ITEM 2.

FINANCIAL INFORMATION

Management’s Discussion and Analysis of Financial Condition and Results of Operation

The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

The Company does not currently engage in any business activities that provide cash flow.  In the organizational stages we received approximately $21,000 from the private placement sale of shares of common stock, and as of December 31, 2007, we had approximately $19,400 in available working capital.  The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid from our available working capital.  

During the next 12 months we anticipate incurring costs related to:

(1)

filing of Exchange Act reports, and

(2)

costs relating to consummating an acquisition.

We believe we will be able to meet these costs through use of currently available funds, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.

The Company may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

None of our officers or directors has had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital that we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business comb inations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

ITEM 3.

PROPERTIES

The Company neither rents nor owns any properties. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

ITEM 4.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Management

The following table sets forth, as of April 30, 2008, the ownership of each executive officer and director of the Company and of all executive officers and directors of the Company as a group, of its Common Stock. Except as otherwise noted, each person listed below is a sole beneficial owner of the shares and has sole investment and voting power as to such shares.  No person listed below has any options, warrants or other right to acquire additional securities of the Company except as may be otherwise noted.

Title of Class	Name and Address	Amount and Nature of Beneficial Ownership	Percent of Class
Common Stock	Jay Lutsky (1) 4807 S. Zang Way Morrison, Co 80465	427,500 shares held directly 427,500 shares held indirectly (2)	28.50%
Common Stock	All Officers and Directors as as Group (1 in Number)	855,000 (2)	28.50%

(1)

Officer and Director

(2)

Includes 427,500 shares held by Donna Lutsky, the spouse of Jay Lutsky.  Mr. Lutsky disclaims any beneficial ownership of these shares.

Security Ownership of Certain Beneficial Owners

The following table sets forth, as of September 30, 2008, the ownership of each executive officer and director of the Company and of all executive officers and directors of the Company as a group, and of each person known by the Company to be a beneficial owner of 5% or more of its Common Stock. Except as otherwise noted, each person listed below is a sole beneficial owner of the shares and has sole investment and voting power as to such shares.  No person listed below has any options, warrants or other right to acquire additional securities of the Company except as may be otherwise noted.

Title of Class	Name and Address	Amount and Nature of Beneficial Ownership	Percent of Class
Common	Lilian Fong 6915 East Brush Mountain Circle Highlands Ranch, Co 80130	728,750	24.29%
Common	Ming C. Li 4354 South Queen Ct. Littleton, Co 89127	450,000	15.00%
Common	Jay Lutsky (1) 4807 S. Zang Way Morrison, C0 80465	427,500 shares held directly 427,500 shares held indirectly (2)	28.50%
Common	Donna Lutsky 4807 S. Zang Way Morrison, C0 80465	427,500	14.25%
Common	Randy Sasaki 1175 Osage St., Suite 204 Denver, Co 80204	2,140,000 (3)	49.94%

(1)

Officer and Director of Company

(2)

Includes 427,500 shares held by Donna Lutsky, the spouse of Jay Lutsky.  Mr. Lutsky disclaims any beneficial ownership of these shares

(3)

Includes 1,285,000 shares which Mr. Sasaki has the right to acquire at any time on or before December 31, 2009 under the terms of a Stock Option Agreement dated September 13, 2007.

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ITEM 5.

DIRECTORS AND EXECUTIVE OFFICERS  

The respective positions and ages of our directors and executive officers and the year in which each director was first elected are shown in the following table. Each director has been elected to hold office until the next annual meeting of shareholders and thereafter until his successor is elected and has qualified. Vacancies in the existing Board of Directors are filled by majority vote of the remaining Directors. There are no agreements or understandings for any officer or director to resign at the request of another person and no officer or director is acting on behalf of or will act at the direction of any other person.

NAME	AGE	POSITION SINCE
Jay Lutsky	65	President, Chief Financial Officer, Secretary

Jay Lutsky, President, Chief Financial Officer and Secretary

Since May of 1980, Mr. Lutsky has done business as Dolphin & Associates, a private consulting firm that is a sole proprietorship, while managing his personal investment portfolio.  Mr. Lutsky has previously been an officer or director of several blind pool companies, and he is currently acting in that capacity for Tiger Acquisitions, Inc., a blind pool company formed at the same time as the Company.  He is listed in "Who's Who in Finance and Industry."  He earned a Bachelor of Science degree in 1967 from Kent State University.

The term of office of each director expires at our annual meeting of stockholders or until their successors are duly elected and qualified. Directors are not compensated for serving as such. Officers serve at the discretion of the Board of Directors.

Significant Employees

None.

Family Relationships    

There are no family relationships among directors, executive officers, or persons nominated or chosen by the small business issuer to become directors or executive officers.

Involvement in Certain Legal Proceedings

There have been no legal proceedings involving either our directors or executive officers during the past five years that are material to an evaluation of the ability or integrity of any director or executive officer of the Company.

The Board of Directors acts as the Audit Committee and the Board has no separate committees. The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.

ITEM 6.

EXECUTIVE COMPENSATION

The Company’s officers and directors have not received any cash remuneration since inception.  They will not receive any remuneration upon completion of the offering until the consummation of an acquisition. No remuneration of any nature has been paid for or on account of services rendered in such capacity. The Company’s officers and directors intend to devote no more than a few hours a week to our affairs.

It is possible that, after the Company successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain one or a number of members of our management for the purposes of providing services to the surviving entity. However, the Company has adopted a policy whereby the offer of any post-transaction employment to members of management will not be a consideration in our decision whether to undertake any proposed transaction.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.

ITEM 7.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE

The Company maintains its corporate office in the office of its President, for which it pays no rent.  There are no outstanding agreements with management for administrative services to be rendered to the Company.

Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

The Company’s sole director serves as the audit committee, and the Company does not maintain any other separately designated committees.  The Company’s sole director is not considered to be independent under the definition of independence applicable to the Company.   

ITEM 8.

LEGAL PROCEEDINGS

Presently, there are not any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and the Company does not know nor is it aware of any legal proceedings threatened or contemplated against it.

ITEM 9.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS  

(a) Market Information. The Company's Common Stock is not trading on any stock exchange. The Company is not aware of any market activity in its stock since its inception and through the date of this filing.   

(b) Holders. As of September 30, 2008, there are 38 record holders of 4,285,000 shares of the Company's Common Stock.

(c) Dividends. The Company has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Company's business.

ITEM 10.

RECENT SALES OF UNREGISTERED SECURITIES

Name and Address	Date of Sale	Shares of Common Stock	Price Per Share	Aggregate Purchase Price
Jay Lutsky 4807 S. Zang Way Morrison, C0 80465	9/13/07	427,500	$0.0005	$250.00
Donna Lutsky 4807 S. Zang Way Morrison, C0 80465	9/13/07	427,500	$0.0005	$250.00
Randy Sasaki 1175 Osage St Suite 204 Denver, Co 80204	9/13/07	855,000	$0.0005	$500.00
Gary S. Joiner 4750 Table Mesa Dr Boulder, Co 80305	9/13/07	90,000	$0.0005	$50.00
Lilian Fong 6915 E. Mountain Brush Circle Highlands Ranch, Co 80130	10/15/07	1,200,000	$0.0167	$20,000.00

 The Company sold these shares of Common Stock under the exemption from registration provided by Section 4(2) of the Securities Act.   

No securities have been issued for services. Neither the Company nor any person acting on its behalf offered or sold the securities by means of any form of general solicitation or general advertising. No services were performed by any purchaser as consideration for the shares issued.

All purchasers represented in writing that they acquired the securities for their own accounts. A Rule 144 restrictive legend was placed on the stock certificates stating that the securities have not been registered under the Securities Act and cannot be sold or otherwise transferred without an effective registration or an exemption therefrom.

ITEM 11.

DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED

(a) Common or Preferred Stock.

The Company is authorized by its Certificate of Incorporation to issue an aggregate of 170,000,000 shares of capital stock, of which 150,000,000 are shares of common stock, par value $.001 per share (the "Common Stock") and 20,000,000 are shares of preferred stock, par value $0.002 per share (the “Preferred Stock”). As of September 30, 2008, 3,000,000 shares of Common Stock were issued and outstanding.

  All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company.

The description of certain matters relating to the securities of the Company is a summary and is qualified in its entirety by the provisions of the Company's Certificate of Incorporation and By-Laws, copies of which have been filed as exhibits to this Form 10-SB.

(b) Debt Securities. None.

(c) Other Securities To Be Registered. None.

ITEM 12.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company’s Bylaws include provisions requiring the Company to provide indemnification for officers, directors, and other persons.  The following describes the terms of the indemnification:

To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.751), as the same now exists or may hereafter be amended or supplemented, the Corporation shall indemnify its directors and officers, including payment of expenses as they are incurred and in advance of the final disposition of any action, suit, or proceeding. Employees, agents, and other persons may be similarly indemnified by the Corporation, including advancement of expenses, in such case or cases and to the extent set forth in a resolution or resolutions adopted by the Board of Directors. No amendment of this Section shall have any effect on indemnification or advancement of expenses relating to any event arising prior to the date of such amendment.

The Corporation shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of suit, litigation or other proceedings which is specifically permissible under applicable law.

To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.752), as the same now exists or may hereafter be amended or supplemented, the Corporation may purchase and maintain insurance and make other financial arrangements on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, for any liability asserted against such person and liability and expense incurred by such person in its capacity as a director, officer, employee, or agent, or arising out of such person's status as such, whether or not the Corporation has the authority to indemnify such person against such liability and expenses.

ITEM 13.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

10

TABLE MESA ACQUISITIONS, INC.

TABLE OF CONTENTS

	­Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	21
FINANCIAL STATEMENTS	22
Balance sheet	22
Statement of operations	23
Statement of stockholders’ equity	24
Statement of cash flows	25
Notes to financial statements	27

11

RONALD R. CHADWICK, P.C.

Certified Public Accountant

2851 South Parker Road, Suite 720

Aurora, Colorado  80014

Telephone (303)306-1967

Fax (303)306-1944

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Table Mesa Acquisitions, Inc.

Morrison, Colorado

I have audited the accompanying balance sheet of Table Mesa Acquisitions, Inc. as of December 31, 2007, and the related statements of operations, stockholders' equity and cash flows for the period from September 13, 2007 (inception) through December 31, 2007. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I 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.  I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Table Mesa Acquisitions, Inc. as of December 31, 2007, and the results of its operations and its cash flows for the period from September 13, 2007 (inception) through December 31, 2007 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements the Company has suffered a loss from operations and has conducted only limited operations that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Aurora, Colorado	Ronald R. Chadwick, P.C.
September 4, 2008	RONALD R. CHADWICK, P.C.

12

TABLE MESA ACQUISITIONS, INC.
(A Development Stage Company)
BALANCE SHEETS
				June 30, 2008
			Dec. 31, 2007	(Unaudited)
	ASSETS
		Current assets
		Cash	$          19,480	$          19,444
		Total current assets	19,480	19,444
		Total Assets	$          19,480	$          19,444
	LIABILITIES &
	STOCKHOLDERS' EQUITY
		Current liabilities
		Related party payables	$              490	$              490
		Total current liabilities	490	490
		Total Liabilities	$              490	$              490
		Stockholders' Equity
		Preferred stock, $.001 par value;
		20,000,000 shares authorized;
		no shares issued and outstanding	-	-
		Common stock, $.001 par value;
		150,000,000 shares authorized;
		3,000,000 shares issued and outstanding	3,000	3,000
		Additional paid in capital	18,506	18,506
		Deficit accumulated during the dev. stage	(2,516)	(2,552)
		Total Stockholders' Equity	18,990	18,954
		Total Liabilities and Stockholders' Equity	$          19,480	$          19,444
The accompanying notes are an integral part of the financial statements.

13

TABLE MESA ACQUISITIONS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
				Period From
		Period From		Sept. 13, 2007
		Sept. 13, 2007	Six Months	(Inception)
		(Inception)	Ended	Through
		Through	June 30, 2008	June 30, 2008
		Dec. 31, 2007	(Unaudited)	(Unaudited)
	Revenue	$                  -	$                  -	$                  -
	Operating expenses:
	General and administrative	2,516	36	2,552
		2,516	36	2,552
	Gain (loss) from operations	(2,516)	(36)	(2,552)
	Other income (expense):
		-	-	-
	Income (loss) before
	provision for income taxes	(2,516)	(36)	(2,552)
	Provision for income tax	-	-	-
	Net income (loss)	$          (2,516)	$               (36)	$          (2,552)
	Net income (loss) per share
	(Basic and fully diluted)	$            (0.00)	$            (0.00)
	Weighted average number of
	common shares outstanding	2,657,143	3,000,000
The accompanying notes are an integral part of the financial statements.

14

TABLE MESA ACQUISITIONS, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
				Deficit
				Accumulated
	Common Stock			During The	Stock-
		Amount	Paid In	Development	holders'
	Shares	($.001 Par)	Capital	Stage	Equity
Balances at Sept. 13, 2007 (Inception)	-	$             -	$           -	$               -	$           -
Compensatory option issuances			506		506
Sales of common stock	3,000,000	3,000	18,000		21,000
Net income (loss) for the period				(2,516)	(2,516)
Balances at December 31, 2007	3,000,000	$      3,000	$  18,506	$       (2,516)	$  18,990
Net income (loss) for the period				(36)	(36)
Balances at June 30, 2008 – Unaudited	3,000,000	$      3,000	$  18,506	$       (2,552)	$  18,954
The accompanying notes are an integral part of the financial statements.

15

TABLE MESA ACQUISITIONS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
				Period From
		Period From		Sept. 13, 2007
		Sept. 13, 2007	Six Months	(Inception)
		(Inception)	Ended	Through
		Through	June 30, 2008	June 30, 2008
		Dec. 31, 2007	(Unaudited)	(Unaudited)
Cash Flows From Operating Activities:
	Net income (loss)	$         (2,516)	$              (36)	$          (2,552)
	Adjustments to reconcile net loss to
	net cash provided by (used for)
	operating activities:
	Related party payables	490		490
	Compensatory option issuances	506		506
	Net cash provided by (used for)
	operating activities	(1,520)	(36)	(1,556)
Cash Flows From Investing Activities:
		-	-	-
	Net cash provided by (used for)
	investing activities	-	-	-
Cash Flows From Financing Activities:
	Sales of common stock	21,000		21,000
	Net cash provided by (used for)		-
	financing activities	21,000		21,000
(Continued On Following Page)
The accompanying notes are an integral part of the financial statements.

16

TABLE MESA ACQUISITIONS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Continued From Previous Page)
				Period From
		Period From		Sept. 13, 2007
		Sept. 13, 2007	Six Months	(Inception)
		(Inception)	Ended	Through
		Through	June 30, 2008	June 30, 2008
		Dec. 31, 2007	(Unaudited)	(Unaudited)
Cash Flows From Financing Activities:
	Sales of common stock	21,000		21,000
	Net cash provided by (used for)
	financing activities	21,000	-	21,000
Net Increase (Decrease) In Cash		19,480	(36)	19,444
Cash At The Beginning Of The Period		-	19,480	-
Cash At The End Of The Period		$          19,480	$          19,444	$          19,444
Schedule Of Non-Cash Investing And Financing Activities
None
Supplemental Disclosure
Cash paid for interest		$                  -	$                  -	$                  -
Cash paid for income taxes		$                  -	$                  -	$                  -
The accompanying notes are an integral part of the financial statements.

17

TABLE MESA ACQUISITIONS, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Table Mesa Acquisitions, Inc. (the “Company”), was incorporated in the State of Nevada on September 13, 2007. The Company was formed to explore merger and acquisitions opportunities with other companies. The Company is currently considered to be in the development stage, having generated no revenues and conducted only limited activities.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect 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 could differ from those estimates.

Income tax

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.

18

TABLE MESA ACQUISITIONS, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

Revenue recognition

Revenue is recognized on an accrual basis after services have been performed under contract terms, the price to the client is fixed or determinable, and collectibility is reasonably assured.

Property and equipment

Property and equipment are recorded at cost and depreciated under the straight line method over each item's estimated useful life.

Financial Instruments

The carrying value of the Company’s financial instruments, as reported in the accompanying balance sheet, approximates fair value.

Stock based compensation

The Company accounts for employee and non-employee stock awards under SFAS 123(r), whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.

NOTE 2. INCOME TAXES

Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. The Company accounts for income taxes pursuant to SFAS 109. At December 31, 2007, the Company had approximately $2,000 in unused federal net operating loss carryforwards, which begin to expire principally in the year 2027. A deferred tax asset of approximately $400 resulting from the loss carryforward has been offset by a 100% valuation allowance. The change in the valuation allowance in fiscal year 2007 was approximately $400.

- 19 -

TABLE MESA ACQUISITIONS, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 3.  STOCKHOLDERS' EQUITY

Common stock

The Company at December 31, 2007 and June 30, 2008 had 150,000,000 shares of authorized common stock, $.001 par value, with 3,000,000 common shares issued and outstanding.  

Preferred stock

The Company at December 31, 2007 and June 30, 2008 had 20,000,000 shares of authorized preferred stock, to have such preferences as the Board of Directors may set from time to time, $.001 par value, with no shares issued and outstanding.

Stock options

At December 31, 2007 and June 30, 2008 the Company had stock options outstanding as described below.

Non-employee stock options

The Company accounts for non-employee stock options under SFAS 123(r), whereby option costs are recorded based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.

At September 13, 2007 (inception), the Company had no non-employee stock options outstanding. During 2007 the Company issued 1,285,000 common stock purchase options, exercisable upon issuance through December 2009 at $.00055 per share. The fair value of these issuances were estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: risk free interest rate of 3.9%, dividend yield of 0%, expected life of 2.25 years, and 139% volatility. The Company incurred and recorded compensation expense under these options of $506 in 2007. During 2007 and the six months ended June 30, 2008 no options were exercised, and no options expired, leaving a December 31, 2007 and June 30, 2008 outstanding balance of 1,285,000 non-employee stock options.

Employee stock options

The Company accounts for employee stock options under SFAS 123(r). Unless otherwise provided for, the Company covers option exercises by issuing new shares. There were no employee stock options issued or outstanding at December 31, 2007 or June 30, 2008.

TABLE MESA ACQUISITIONS, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 4.  GOING CONCERN

The Company has suffered a loss from operations and has limited operations, and in all likelihood will be required to make significant future expenditures in connection with marketing efforts along with general administrative expenses. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions. By doing so, the Company hopes through marketing efforts to consummate merger and acquisition transactions. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern.

- 20 -

ITEM 14.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

  We have had no changes in or disagreements with our accountants required to be disclosed pursuant to Item 304 of Regulation S-B. 

ITEM 15.

FINANCIAL STATEMENTS AND EXHIBITS

INDEX TO EXHIBITS

Exhibit Number	Description
3.1	Certificate of Incorporation.
3.2	By-Laws.
10.1	Stock Option Agreement

- 21 -

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

TABLE MESA ACQUISITIONS, INC.

By: /s/ Jay Lutsky

Title: President and Chief Financial Officer

Date:  October 8, 2008

- 22 -

EX-3

EX-3

BYLAWS

EX-10

OPTION TO PURCHASE SHARES OF COMMON STOCK

OF

TABLE MESA ACQUISITIONS, INC.

THIS OPTION AGREEMENT is made and entered into this 13^TH  day of September, 2007, by and between Table Mesa Acquisitions, Inc., a Nevada corporation (the  “Company”) and Randy J. Sasaki (hereinafter the “Holder”).

Pursuant to, and in accordance with the terms of this Option Agreement, the Company hereby grants to the Holder an Option to purchase 1,285,000 shares (the "Shares") of the common stock of the Company (the "Common Stock") at the purchase price of $0.00055 per Share (the "Exercise Price") (the number of Shares and Exercise Price being subject to adjustment, as hereinafter provided) upon the terms and conditions herein set forth.

1. Exercise of Option.

(a) Subject to subsection (b) of this Section 1, this Option may be exercised upon presentation and surrender of this Option Agreement, with the attached Purchase Form (Exhibit A) duly executed, at the principal office of the Company, at 4807 South Zang Way, Morrison, CO  80465 or at such other place as the Company may designate by notice to the Holder, together with payment, payable to the order of Table Mesa Acquisitions, Inc. in the amount of the Exercise Price times the number of Shares being purchased. This Option may be exercised in whole or in part. In case of exercise hereof in part only, the Company, upon surrender hereof, will deliver to the Holder a new Option Agreement of like tenor entitling the Holder to purchase the number of Shares as to which this Option has not been exercised.

(b) This Option to purchase the "restricted" common stock of the Company may be exercised in whole or in part at any time prior to 5:00 p.m., MST, on December 31, 2009.

2. Purchased and Underlying Shares.

(a) Upon surrender of this Option Agreement and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to the Holder, a certificate or certificates for the number of full shares of Common Stock comprising the applicable number of Shares so purchased upon the exercise of this Option (the "Purchased Shares").  Such certificate or certificates shall be deemed to have been issued, and any person named therein shall be deemed to have become a holder of record of such Shares, as of the date of surrender of this Option and payment of the Exercise Price, as aforesaid, notwithstanding that the certificates representing such Shares shall not actually have been delivered or that the transfer shall not have been reflected on the stock transfer books of the Company.

(b) The Company shall at all times keep reserved so long as this Option remains outstanding, out of its authorized shares of Common Stock, such number of Shares as shall continue to be subject to purchase under this Option (the "Underlying Shares"). Every transfer agent for the Common Stock issuable upon the exercise of this Option shall be irrevocably authorized and directed at all times to reserve such number of authorized Shares as shall be requisite for such purpose.

3. Rights and Obligations of Option Holder.

(a) The Holder of this Option shall not, by virtue hereof, be entitled to any rights as a shareholder in the Company, either at law or in equity. The rights of the Holder of this Option are limited to those expressed herein and the Holder of this Option, by its acceptance hereof, consents to and agrees to be bound by and to comply with all the provisions of this Option Agreement, including,

without limitation, all the obligations imposed upon the Holder by Section 5 hereof.

(b) The Holder of this Option, as such, shall not be entitled to vote or receive dividends or to be deemed the holder of Shares for any purpose, nor shall anything contained in this Option Agreement, as such, confer upon the Holder any of the rights of a shareholder of the Company including, but not limited to, any right to vote, give or withhold consent to any action by the Company, whether upon any recapitalization, issue of stock, reclassification of stock, consolidation, merger, share exchange, conveyance or otherwise, receive notice of meetings or other action affecting shareholders (except for the notices provided for herein), receive dividends, receive subscription rights, or any other right until this Option shall have been exercised and the Holder shall have become the record holder of the Shares, as provided herein.

4. Purchased Shares. The Company covenants and agrees that all Purchased Shares to be delivered upon proper exercise of this Option shall be recorded on the books of the Company in the name of the Holder and shall be duly and validly authorized and issued, fully paid and non-assessable, and free from all preemptive rights, taxes (other than transfer taxes), liens, charges and security interests created by the Company with respect to the issuance thereof.

5. Disposition of Options or Shares.

(a) The Holder of this Option and/or any transferee of the Purchased Shares by its acceptance hereof or thereof, hereby understands and agrees that neither this Option nor the Purchased Shares have been registered under either the Securities Act of 1933 Act (the “1933 Act”), or applicable state securities laws (the "State Acts") and may not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) except upon the issuance to the Company of a favorable opinion of counsel or submission to the Company of such evidence as may be reasonably satisfactory to counsel to the Company, in each such case, to the effect that any such transfer shall not be in violation of the 1933 Act and the State Acts. It shall be a condition to the transfer of any of the Purchased Shares, that any transferee of such Purchased Shares deliver to the Company its written agreement to accept and be bound by all of the representations, terms and conditions of this Option Agree ment.

(b) The stock certificates of the Company that will evidence the Purchased Shares shall be imprinted with a conspicuous legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE AND ARE RESTRICTED SECURITIES AS THAT TERM IS DEFINED IN RULE 144 UNDER THE SECURITIES ACT OF 1933.  THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.”

The Company has not agreed to register any of the Purchased Shares for distribution in accordance with the provisions of the 1933 Act or the State Acts.  Hence, it is the understanding of the Holder that  the Purchased Shares may be required to be held indefinitely, unless and until registered under the 1933 Act and the State Acts, or unless an exemption from such registration is available (in which case the Holder may still be limited as to the number of such Shares that may be sold).

6. Representations.

(a) Risk Factors. The Holder understands and acknowledges that (i) this Option and the Purchased Shares are unregistered, restricted securities and are not readily marketable, and (ii) there is a significant degree of risk in investing in the Shares. The Holder agrees that he must be able to bear the economic risk of the loss of the entire investment in the Shares if he exercises this Option.

(b) Accredited Investor; Knowledge and Experience; Financial Capability. The Holder represents that he is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933.  Holder further represents that he has(i) such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risk of the investment in the Shares, (ii) sufficient net worth and income to bear the economic risk of investment in the Purchased Shares, and (iv) no need for liquidity of the investment and no reason to anticipate any change in the Holder's financial circumstances which may cause or require any sale, transfer or other distribution of the Purchased Shares.

(c) Information. The Holder agrees that it shall be his responsibility to request such information with respect to the Company as he and his advisors deem appropriate to evaluate the risks and merits of investment in the Purchased Shares at the time that the Holder exercises this Option.

7. Adjustments. The number of Shares purchasable upon the exercise of this Option, and the Exercise Price, shall be subject to adjustment from time to time upon the occurrence of any of the events enumerated below at any time prior to the exercise of this Option in full.

(a) In case the Company shall: (i) pay a dividend, or make a distribution on the Common Stock, in shares of Common Stock or any other of its capital stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine its outstanding shares of its capital stock into a smaller number of shares of Common Stock, or (iv) issue, by reclassification of its shares of Common Stock, any shares of capital stock (including any reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the amount of Shares purchasable upon the exercise of this Option immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise of this Option that number of Shares (or other capital stock of the Company) which the Holder would have owned or would have been entitled to receive after the happening of such event had the Holder exercised this Option immediately prior to the record date, in the case of any such dividend, or the effective date, in the case of any such subdivision, combination or reclassification. An adjustment made pursuant to this subsection (a) shall be made whenever any of such events shall occur, but shall become effective retroactively after such record date or such effective date, as the case may be, as to any portion of this Option exercised between such record date or effective date and the date of happening of any such event.

(b) If the Company shall issue, by reorganization or reclassification of its Common Stock (including any such reorganization or reclassification in connection with a consolidation or merger of the Company with another corporation, provided the Company is the surviving corporation) other securities or property of the Company, the Holder shall thereafter have the right to receive upon exercise of this Option the kind and number of shares of stock or other securities or property which he would have been entitled to receive upon the happening of any such reorganization or reclassification, had this Option been exercised immediately prior thereto; and, in any case, appropriate adjustment (as determined by the Board of Directors in good faith) shall be made in the application of the provisions herein set forth with respect to rights and interests thereafter of the Holder, to the end that the provisions set forth herein shall thereafter be applicable, as near as reasonably practical, in relation to any shares of st ock or other securities or other property thereafter deliverable upon the exercise of this Option. Any adjustment made pursuant to this subparagraph (b) shall become effective retroactively to the effective date of such reorganization or reclassification.

(c) After any adjustment of the number or kind of shares or other securities or property issuable upon exercise of this Option pursuant to the provisions of this Section, the Exercise Price shall also be adjusted so that the aggregate Exercise Price thereafter payable upon exercise of this Option shall be equal to the aggregate Exercise Price which would have been payable upon exercise of this Option immediately prior to such adjustment.

8. Fractional Shares. No fraction of a Share shall be required to be delivered upon the exercise of this Option or any portion hereof. If any fractional interest in a Share shall otherwise be deliverable upon the exercise of this Option, the Company shall make an adjustment by rounding up the number of Shares to be delivered to the next highest whole number.

9. Loss or Destruction. Upon receipt of evidence satisfactory to the Company of the loss, theft, mutilation or destruction of this Option Agreement, the Company shall, upon its receipt of an indemnity agreement or bond reasonably satisfactory in form, substance and amount to the Company or, in the case of any such mutilation, upon surrender and cancellation of this Option Agreement, the Company at its expense will execute and deliver to the Holder, in lieu thereof, a new Option Certificate of like tenor.

10. Survival. The various rights and obligations of the Holder hereof as set forth herein shall survive the exercise of this Option at any time or from time to time and the surrender of this Option Agreement.

11. Notices. Whenever any notice, payment of any purchase price or other communication (any such notice, payment or other communication, a "Delivery") is required to be given or delivered under the terms of this Option, it shall be in writing and delivered by hand delivery or Federal Express or registered or certified United States mail, postage prepaid and return receipt requested, and will be deemed to have been given or delivered on the date such notice, purchase price or other communication is so delivered. Any Delivery to the Company, shall be addressed to             4807 South Zang Way, Morrison, CO  80465 or to such other address as the Company may hereafter designate to the Holder in writing; any Delivery to the Holder shall be addressed to 1175 Osage Street, Suite 204, Denver, CO 80204, or to such other address as the Holder may hereafter designate to the Company in writing.

12. Change; Waiver. Neither this Option nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. No failure or delay of the Holder in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.


TABLE MESA ACQUISITIONS, Inc.

ACCEPTED:

By:	/s/ Jay Lutsky	/s/Randy J. Sasaki
	Jay Lutsky, President.	Randy J. Sasaki

EXHIBIT A PURCHASE FORM

TO: TABLE MESA ACQUISITIONS, INC.

The undersigned hereby irrevocably elects to exercise the Option evidenced by the attached Option Agreement to the extent of _________ shares of the Common Stock of Table Mesa Acquisitions, Inc,  and hereby makes payment of _______  in accordance with the provisions of Section 1 of the Option Agreement in payment of the purchase price thereof.

Name of Holder: ____________________

(Please type or print)

Signature of Holder: __________________

Date: ___________________