S-1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-1
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               Hidden Ladder, Inc.
                               -------------------
             (Exact name of registrant as specified in its charter)

                                     Florida
                                     -------
         (State or other jurisdiction of incorporation or organization)

                                      7372
                                      ----
            (Primary Standard Industrial Classification Code Number)

                                   27-1933597
                                   ----------
                     (I.R.S. Employer Identification Number)

                                  David Johnson
                       2803 Isle Street, Rocklin, CA 95765
                                  530-409-0453
                       -----------------------------------
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

 As soon as practicable after the effective date of this registration statement
 ------------------------------------------------------------------------------
        (Approximate date of commencement of proposed sale to the public)

This is the initial public offering of the Company's common stock.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting Company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting Company" in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer [ ]                        Accelerated filer         [ ]
Non-accelerated filer   [ ]                        Smaller reporting Company [X]
(Do not check if a smaller reporting Company)



                         CALCULATION OF REGISTRATION FEE

Title of Each                     Proposed         Proposed
  Class of         Amount         Maximum           Maximum          Amount of
Securities to      to be       Offering Price      Aggregate        Registration
be Registered    Registered      Per Unit(1)     Offering Price        Fee(2)
- -------------    ----------    --------------    --------------     ----------
Common Stock
by Company       3,000,000          $0.01            $30,000            $1.57

(1) The offering price has been arbitrarily determined by the Company and bears
no relationship to assets, earnings, or any other valuation criteria. No
assurance can be given that the shares offered hereby will have a market value
or that they may be sold at this, or at any price.

(2) Estimated solely for the purpose of calculating the registration fee based
on Rule 457(o).

(3) The Company may not sell all of the shares, in fact it may not sell any of
the shares. For example, if only 50% of the shares are sold, there will be
1,500,000 shares sold and the gross proceeds will be $15,000.

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



                               Hidden Ladder, Inc.

                        3,000,000 SHARES OF COMMON STOCK

This registration statement constitutes the initial public offering of Hidden
Ladder's common stock. Hidden Ladder is registering 3,000,000 shares of common
stock at an offering price of $0.01 per share for a total amount of $30,000. The
Company will sell the securities in $500 increments. There are no underwritings
or broker dealers involved with the offering.

The Company's sole officer and director, Mr. David Johnson, will be responsible
to market and sell these securities. The Company will offer the securities on a
best efforts basis and there will be no minimum amount required to close the
transaction. If all the shares are not sold, there is the possibility that the
amount raised may be minimal and might not even cover the costs of the offering
which the Company estimates at $5,000. The offering price of $0.01 per share may
not reflect the market price of the shares after the offering. The proceeds from
the sale of the securities will be placed directly into the Company's account
and there will not be an escrow account. All proceeds from the sale of the
securities are non-refundable, except as may be required by applicable laws. The
Company will pay all expenses incurred in this offering. There has been no
public trading market for the common stock of Hidden Ladder.


THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY
IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON PAGE 5.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of the prospectus. Any representation to the contrary is a
criminal offense.



The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.

                The date of this prospectus is March __, 2010



                                TABLE OF CONTENTS

                                                                        Page No.
Part I
- ------
SUMMARY OF OUR OFFERING.................................................       3
SUMMARY OF FINANCIAL DATA...............................................       5
DESCRIPTION OF PROPERTY.................................................       5
RISK FACTORS............................................................       5
USE OF PROCEEDS.........................................................      16
DETERMINATION OF OFFERING PRICE.........................................      17
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES...........................      17
THE OFFERING BY THE COMPANY.............................................      18
PLAN OF DISTRIBUTION....................................................      18
LEGAL PROCEEDINGS.......................................................      19
BUSINESS................................................................      19
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...............      21
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL..................      22
CODE OF BUSINESS CONDUCT AND ETHICS.....................................      26
BACKGROUND OF OFFICERS AND DIRECTORS....................................      26
EXECUTIVE COMPENSATION..................................................      26
PRINCIPAL STOCKHOLDERS..................................................      28
DESCRIPTION OF SECURITIES...............................................      29
REPORTING...............................................................      30
STOCK TRANSFER AGENT....................................................      30
STOCK OPTION PLAN.......................................................      30
LITIGATION..............................................................      30
LEGAL MATTERS...........................................................      30
EXPERTS.................................................................      30
FINANCIAL STATEMENTS....................................................     F-1

Part II
- -------
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION ...................    II-1
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS .....................    II-1
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES .......................    II-2
ITEM 16. EXHIBITS ......................................................    II-2
ITEM 17. UNDERTAKINGS ..................................................    II-2
SIGNATURES .............................................................    II-5


                      DEALER PROSPECTUS DELIVERY OBLIGATION

Until _______________, (90 days after the effective date of this prospectus) all
dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This is
in addition to the dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.

                                        2


                             SUMMARY OF OUR OFFERING

Hidden Ladder, Inc. has 9,000,000 shares of common stock issued and outstanding
and is registering an additional 3,000,000 shares of common stock for offering
to the public. The company may endeavor to sell all 3,000,000 shares of common
stock after this registration becomes effective. The price at which the company
offers these shares is fixed at $0.01 per share for the duration of the
offering. There is no arrangement to address the possible effect of the offering
on the price of the stock. Hidden Ladder will receive all proceeds from the sale
of the common stock.

          3,000,000 shares of common stock are offered by the company.

Offering price per share by the         The price, if and when the company
company                                 sells the shares of common stock, is set
                                        at $0.01.

Number of shares outstanding before     9,000,000 common shares are currently
the offering of common shares           issued and outstanding.

Number of shares outstanding after      12,000,000 common shares will be issued
the offering of common shares           and outstanding after this offering is
                                        completed if all shares are sold. If the
                                        offering is not fully subscribed, less
                                        than 12,000,000 will be outstanding
                                        after the offering. For example, if the
                                        Company sells 50% of the total offering,
                                        the Company will sell 1.5 million shares
                                        and there will be 10.5 million shares
                                        outstanding after the offering under
                                        these circumstances.

The minimum number of shares to be
sold in this offering                   None.

Market for the common shares            There is no public market for the common
                                        shares. The shares are being offered at
                                        $0.01 per share. Hidden Ladder may not
                                        be able to meet the requirement for a
                                        public listing or quotation of its
                                        common stock. Further, even if Hidden
                                        Ladder common stock is quoted or granted
                                        listing, a market for the common shares
                                        may not develop. If a market develops,
                                        the price of the shares in the market
                                        may not be greater than or equal to the
                                        price in this offering.

Use of proceeds                         The Company intends to use the proceeds
                                        this offering to develop and complete
                                        the business and marketing plan, and for
                                        other general corporate and working
                                        capital purposes. The expenses of this
                                        offering, including the preparation of
                                        this prospectus and the filing of this
                                        registration statement, estimated at
                                        $5,000, are being paid for by Hidden
                                        Ladder. The net proceeds will be the
                                        gross proceeds from the offering less
                                        the expenses of $5,000. Therefore, if
                                        the all shares are sold in the offering,

                                        3


                                        the net proceeds will be $25,000
                                        ($30,000 Gross proceeds - $5,000
                                        expenses). If all shares are not sold,
                                        the gross proceeds will be less and may
                                        not cover the expenses of the offering.
                                        For example, if the Company sells 50% of
                                        the securities, the Company will sell
                                        1.5 million shares and there will be
                                        10.5 million shares outstanding after
                                        the offering under these circumstances.

Termination of the offering             The offering will conclude when all
                                        3,000,000 shares of common stock have
                                        been sold, or 90 days after this
                                        registration statement is declared
                                        effective by the Securities and Exchange
                                        Commission. Hidden Ladder, Inc. may at
                                        its discretion extend the offering at
                                        its discretion extend the offering for
                                        an additional 90 days.

Terms of the offering                   The Company's president and sole
                                        director will sell the common stock upon
                                        effectiveness of this registration
                                        statement.

Risk Factors                            You should read the "Risk Factors"
                                        section beginning on page 5 and consider
                                        these factors carefully before deciding
                                        to invest in shares of our common stock.

You should rely only upon the information contained in this prospectus. Hidden
Ladder has not authorized anyone to provide you with information different from
that which is contained in this prospectus. Hidden Ladder is offering to sell
shares of common stock and seeking offers to buy shares of common stock only in
jurisdictions where offers and sales are permitted. The information contained in
this prospectus is accurate only as of the date of this prospectus, regardless
of the time of delivery of this prospectus, or of any sale of the common stock.

This summary provides an overview of selected information contained in this
prospectus. It does not contain all the information that you should consider
before making a decision to purchase the shares offered by Hidden Ladder. You
should very carefully and thoroughly read the more detailed information in this
prospectus and review our financial statements.

                     SUMMARY INFORMATION ABOUT HIDDEN LADDER

Hidden Ladder has designed a unique product for homeowners. The Hidden Ladder
provides a hidden escape ladder for homeowners. It provides the homeowner
comfort knowing that if there is a fire in their home they will be able to
escape safely from the 2nd story. The ladder is both durable and aesthetic. It
neatly folds up and hangs under the window and is not an eyesore in the home,
but at the same time is easily accessible.

Hidden Ladder has decided to sell wholesale only, targeting select retailers.
Initially, five segments of the retail industry have been identified:
Chain-retailers, single retailers, homebuilders, mail order catalogs, and
'other.' Based on the ability of chain-retailers to buy in bulk, this segment
was analyzed for market strength. Three target categories were identified as
most likely to be interested in the Hidden Ladder. These categories are
home-improvement, and safety.

                                        4


Of these three categories, home-improvement was selected based on the strength
of their purchasing power, as well as the rate of growth shown in the industry.
Research has noted that Home Depot showed the highest sales volume in home
safety supplies among the home-improvement sector, thus providing Hidden Ladder
with its initial sales prospect.

Our business and registered office is located at 2803 Isle Street, Rocklin, CA
95765. Our contact number is 530-409-0453.

As of February 28, 2010, Hidden Ladder has $9,000 of cash on hand in the
corporate bank account. The Company currently has incurred liabilities of
$3,600. The Company anticipates incurring costs associated with this offering
totaling approximately $5,000. As of the date of this prospectus, we have not
generated any revenue from our business operations. The following financial
information summarizes the more complete historical financial information found
in the audited financial statements of the Company filed with this prospectus.

                             SUMMARY FINANCIAL DATA

The following summary financial data should be read together with our financial
statements and the related notes and "Management's Discussion and Analysis or
Plan of Operation" appearing elsewhere in this prospectus. The summary financial
data is not intended to replace our financial statements and the related notes.
Our historical results are not necessarily indication of the results to be
expected for any future period.

         BALANCE SHEET                         AS OF FEBRUARY 28, 2010
         -------------                         ----------------------
Total Assets                                         $   9,000
Total Liabilities                                    $   3,600
Shareholder's Equity                                 $   5,400

         OPERATING DATA              FEBRUARY 23, 2010 THROUGH FEBRUARY 28, 2010
         --------------              -------------------------------------------
Revenue                                              $       0
Net Loss                                             $   3,600
Net Loss Per Share *                                 $       0

* Diluted loss per share is identical to basic loss per share as the Company has
no potentially dilutive securities outstanding.

As indicated in the financial statements accompanying this prospectus, Hidden
Ladder has had no revenue to date and has incurred only losses since inception.
The Company has had no operations and has been issued a "going concern" opinion
from their auditors, based upon the Company's reliance upon the sale of our
common stock as the sole source of funds for our future operations.

                             DESCRIPTION OF PROPERTY

The company does not own any real estate or other properties. The company's
office is located at 2803 Isle Street, Rocklin, CA 95765. The business office is
located at the office of David Johnson, the CEO, of the company at no charge.

                                  RISK FACTORS

Please consider the following risk factors and other information in this
prospectus relating to our business and prospects before deciding to invest in
our common stock.

                                        5


This offering and any investment in our common stock involves a high degree of
risk. You should carefully consider the risks described below and all of the
information contained in this prospectus before deciding whether to purchase our
common stock. If any of the following risks actually occur, our business,
financial condition and results of operations could be harmed.

The Company considers the following to be the material risks for an investor
regarding this offering. Hidden Ladder should be viewed as a high-risk
investment and speculative in nature. An investment in our common stock may
result in a complete loss of your entire investment. Please consider the
following risk factors before deciding to invest in our common stock.

RISKS RELATED TO OUR FINANCIAL CONDITION AND CAPITAL REQUIREMENTS
- -----------------------------------------------------------------

AUDITOR'S GOING CONCERN
- -----------------------

THERE IS SUBSTANTIAL UNCERTAINTY ABOUT THE ABILITY OF HIDDEN LADDER, INC. TO
CONTINUE ITS OPERATIONS AS A GOING CONCERN

In their audit report for the period ending February 28, 2010 and dated March
24, 2010; our auditors have expressed an opinion that substantial doubt exists
as to whether we can continue as an ongoing business. Because our sole officer
may be unwilling or unable to loan or advance any additional capital to Hidden
Ladder, Inc. we believe that if we do not raise additional capital within 12
months of the effective date of this registration statement, we may be required
to suspend or cease the implementation of our business plans. Due to the fact
that there is no minimum investment and no refunds on sold shares, you may be
investing in a Company that will not have the funds necessary to develop its
business strategies. As such we may have to cease operations and you could lose
your entire investment. See the February 28, 2010 Audited Financial Statements -
Auditors Report". Because the Company has been issued an opinion by its auditors
that substantial doubt exists as to whether it can continue as a going concern
it may be more difficult to attract investors.

BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MUST LIMIT OUR MARKETING
ACTIVITIES. AS A RESULT, OUR SALES MAY NOT BE ENOUGH TO OPERATE PROFITABLY. IF
WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.

Due to the fact we are small with very little working capital, we must limit our
marketing activities to potential customers having the likelihood of purchasing
our products. We intend to generate revenue through the sale of our products.
Because we will be limiting the scope of our marketing activities, we may not be
able to generate enough sales to operate profitably. If we cannot operate
profitably, we may have to suspend or cease operations.

SINCE HIDDEN LADDER ANTICIPATES OPERATING EXPENSES WILL INCREASE PRIOR TO
GENERATING REVENUE, IT MAY NEVER ACHIEVE PROFITABILITY AND IF THE COMPANY CAN
NOT ACHIEVE PROFITABILITY OR RAISE ADDITIONAL CAPITAL, IT MAY FAIL RESULTING IN
A COMPLETE LOSS OF YOUR INVESTMENT

The Company anticipates an increase in its operating expenses, without realizing
any revenues from the sale of its products. Within the next 12 months, the
Company will have costs of at least $150,000 related to (i) the development of
products, (ii) administrative expenses and (iii) the completion of the business
plan.

                                        6


There is no history upon which to base any assumption as to the likelihood that
the Company will prove successful. We cannot provide investors with any
assurance that our products will attract customers; generate any operating
revenue or ever achieve profitable operations. If we are unable to address these
risks, there is a high probability that our business can fail, which will result
in the loss of your entire investment.

OUR BUSINESS WILL FAIL IF WE DO NOT OBTAIN ADEQUATE FINANCING, RESULTING IN THE
COMPLETE LOSS OF YOUR INVESTMENT

If we are not successful in earning sufficient revenue once we have started our
sale activities, we may require additional financing to sustain our business
operations. Over the next 12 months, we anticipate needing at least $150,000 to
complete the business plan, development of products and other operating
expenses. Currently, we do not have any arrangements for financing and can
provide no assurances to investors that we will be able to obtain any when
required. Obtaining additional financing would be subject to a number of
factors, including the Company's sales results. These factors may have an effect
on the timing, amount, terms or conditions of additional financing and make such
additional financing unavailable to us. See "Description of Business."

No assurance can be given that the Company will obtain access to capital markets
in the future or that adequate financing to satisfy the cash requirements of
implementing our business strategies will be available on acceptable terms. The
inability of the Company to gain access to capital markets or obtain acceptable
financing could have a material adverse effect upon the results of its
operations and its financial conditions.

RISKS RELATED TO THIS OFFERING
- ------------------------------

BECAUSE THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT BE
ABLE TO RESELL YOUR STOCK AND NOT BE ABLE TO TURN YOUR INVESTMENT INTO CASH

There is currently no public trading market for our common stock. Therefore,
there is no central place, such as a stock exchange or electronic trading
system, to resell your shares. If you do want to resell your shares, you will
have to locate a buyer and negotiate your own sale. The offering price and other
terms and conditions relative to the Company's shares have been arbitrarily
determined by the Company and do not bear any relationship to assets, earnings,
book value or any other objective criteria of value. Additionally, as the
Company was formed recently and has only a limited operating history and no
earnings, the price of the offered shares is not based on its past earnings and
no investment banker, appraiser or other independent third party has been
consulted concerning the offering price for the shares or the fairness of the
offering price used for the shares.

INVESTING IN OUR COMPANY WILL RESULT IN AN IMMEDIATE LOSS BECAUSE BUYERS WILL
PAY MORE FOR OUR COMMON STOCK THAN THE PRO RATA PORTION OF THE ASSETS ARE WORTH

The Company has only been recently formed and has only a limited operating
history and no earnings, therefore, the price of the offered shares is not based
on any data. The offering price and other terms and conditions regarding the
Company's shares have been arbitrarily determined and do not bear any
relationship to assets, earnings, book value or any other objective criteria of
value. No investment banker, appraiser or other independent third party has been
consulted concerning the offering price for the shares or the fairness of the
offering price used for the shares.

                                        7


The offering price of $0.01 per common share as determined herein is
substantially higher than the net tangible book value per share of the Company's
common stock. Hidden Ladder's assets do not substantiate a share price of $0.01.
This premium in share price applies to the terms of this offering and does not
attempt to reflect any forward looking share price subsequent to the Company
obtaining a listing on any exchange, or becoming quoted on the OTC Bulletin
Board.

THERE IS NO MINIMUM AMOUNT REQUIRED TO BE RAISED IN THIS OFFERING, AND IF WE
CANNOT GENERATE SUFFICIENT FUNDS FROM THIS OFFERING, THE BUSINESS WILL FAIL.

There is not a minimum amount of shares that need to be sold in this Offering
for the Company to access the funds. Therefore, the proceeds of this Offering
will be immediately available for use by us and we don't have to wait until a
minimum number of Shares have been sold to keep the proceeds from any sales. We
can't assure you that subscriptions for the entire Offering will be obtained. We
have the right to terminate the offering of the Shares at any time, regardless
of the number of Shares we have sold since there is no minimum subscription
requirement. Our ability to meet our financial obligations, cash needs, and to
achieve our objectives, could be adversely affected if the entire offering of
Shares is not fully subscribed for.

BECAUSE THE COMPANY HAS 300,000,000 AUTHORIZED SHARES, MANAGEMENT COULD ISSUE
ADDITIONAL SHARES, DILUTING THE CURRENT SHAREHOLDERS' EQUITY

The Company has 300,000,000 authorized shares, of which only 9,000,000 are
currently issued and outstanding and an up to a maximum amount of 12,000,000
will be issued and outstanding after this offering terminates if the full
offering is subscribed. The Company's management could, without the consent of
the existing shareholders, issue substantially more shares, causing a large
dilution in the equity position of the Company's current shareholders.
Additionally, large share issuances would generally have a negative impact on
the Company's share price. It is possible that, due to additional share
issuance, you could lose a substantial amount, or all, of your investment.

INVESTING IN THE COMPANY IS HIGHLY SPECULATIVE AND COULD RESULT IN THE ENTIRE
LOSS OF YOUR INVESTMENT

Purchasing the offered shares is highly speculative and involves significant
risk. The offered shares should not be purchased by any person who cannot afford
to lose their entire investment. The business objectives of the Company are also
speculative, and it is possible that we would be unable to accomplish them. The
Company's shareholders may be unable to realize a substantial or any return on
their purchase of the offered shares and may lose their entire investment. For
this reason, each prospective purchaser of the offered shares should read this
prospectus and all of its exhibits carefully and consult with their attorney,
business and/or investment advisor.

AS WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT WITH SUBSCRIPTIONS FOR INVESTORS,
IF WE FILE FOR OR ARE FORCED INTO BANKRUPTCY PROTECTION, THEY WILL LOSE THE
ENTIRE INVESTMENT

Invested funds for this offering will not be placed in an escrow or trust
account and if we file for bankruptcy protection or a petition for involuntary
bankruptcy is filed by creditors against us, your funds will become part of the
bankruptcy estate and administered according to the bankruptcy laws. As such,
you will lose your investment and your funds will be used to pay creditors.

                                        8


THE COMPANY DOES NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE, SO
THERE WILL BE FEWER WAYS IN WHICH YOU CAN MAKE A GAIN ON ANY INVESTMENT IN THIS
COMPANY

We do not anticipate paying dividends on our common stock in the foreseeable
future, but plan rather to retain earnings, if any, for the operation growth and
expansion of our business. Therefore, the only way to liquidate your investment
is to sell your stock.

AS WE MAY BE UNABLE TO CREATE OR SUSTAIN A MARKET FOR OUR SHARES, THEY MAY BE
EXTREMELY ILLIQUID AND YOU MAY NOT BE ABLE TO LIQUIDATE YOUR INVESTMENT

If no market develops, the holders of our common stock may find it difficult or
impossible to sell their shares. Further, even if a market develops, our common
stock will be subject to fluctuations and volatility and the Company cannot
apply directly to be quoted on the NASD Over-The-Counter Bulletin Board (OTC).
Additionally, the stock may be listed or traded only to the extent that there is
interest by broker-dealers in acting as a market maker in the Company's stock.
Despite the Company's efforts, it may not be able to convince any broker/dealers
to act as market-makers and make quotations on the OTC Bulletin Board. The
Company may consider pursuing a listing on the OTCBB after this registration
becomes effective and the Company has completed its offering.

IN THE EVENT THAT THE COMPANY'S SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00
PER SHARE AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY
RESTRICTIONS AND THESE RESTRICTIONS COULD ADVERSELY AFFECT THE PRICE AND
LIQUIDITY OF THE COMPANY'S SHARES CREATING A POTENTIAL LOSS OF INVESTMENT

In the event that our shares are traded, and our stock trades below $5.00 per
share, our stock would be known as a "penny stock", which is subject to various
regulations involving disclosures to be given to you prior to the purchase of
any penny stock. The U.S. Securities and Exchange Commission (the "SEC") has
adopted regulations which generally define a "penny stock" to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. Depending on market fluctuations, our common stock could be
considered to be a "penny stock". A penny stock is subject to rules that impose
additional sales practice requirements on broker/dealers who sell these
securities to persons other than established customers and accredited investors.
For transactions covered by these rules, the broker/dealer must make a special
suitability determination for the purchase of these securities. In addition, he
must receive the purchaser's written consent to the transaction prior to the
purchase. He must also provide certain written disclosures to the purchaser.
Consequently, the "penny stock" rules may restrict the ability of broker/dealers
to sell our securities, and may negatively affect the ability of holders of
shares of our common stock to resell them. These disclosures require you to
acknowledge that you understand the risks associated with buying penny stocks
and that you can absorb the loss of your entire investment. Penny stocks are low
priced securities that do not have a very high trading volume. Consequently, the
price of the stock is often volatile and you may not be able to buy or sell the
stock when you want to.

BLUE SKY LAWS MAY LIMIT YOUR ABILITY TO SELL YOUR SHARES. IF THE STATE LAWS ARE
NOT FOLLOWED, YOU WILL NOT BE ABLE TO SELL YOUR SHARES AND YOU MAY LOOSE YOUR
INVESTMENT

State Blue Sky laws may limit resale of the Shares. The holders of our shares of
common stock and persons who desire to purchase them in any trading market that
might develop in the future should be aware that there may be significant state
law restrictions upon the ability of investors to resell our shares.

                                        9


Accordingly, even if we are successful in having the Shares available for
trading on the OTCBB, investors should consider any secondary market for the
Company's securities to be limited. We intend to seek coverage and publication
of information regarding the Company in an accepted publication which permits a
"manual exemption". This manual exemption permits a security to be distributed
in a particular state without being registered if the company issuing the
security has a listing for that security in a securities manual recognized by
the state. However, it is not enough for the security to be listed in a
recognized manual. The listing entry must contain (1) the names of issuers,
officers, and directors, (2) an issuer's balance sheet, and (3) a profit and
loss statement for either the fiscal year preceding the balance sheet or for the
most recent fiscal year of operations. Furthermore, the manual exemption is a
non issuer exemption restricted to secondary trading transactions, making it
unavailable for issuers selling newly issued securities. Most of the accepted
manuals are those published in Standard and Poor's, Moody's Investor Service,
Fitch's Investment Service, and Best's Insurance Reports, and many states
expressly recognize these manuals. A smaller number of states declare that they
recognize securities manuals' but do not specify the recognized manuals. The
following states do not have any provisions and therefore do not expressly
recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana,
Montana, South Dakota, Tennessee, Vermont and Wisconsin. If we do not execute
our business plan on schedule or within budget, our ability to generate revenue
may be diminished or delayed. Our ability to adhere to our schedule and budget
face many uncertainties.

SINCE OUR SOLE OFFICER AND DIRECTOR CURRENTLY OWNS 100% OF THE OUTSTANDING
COMMON STOCK, INVESTORS MAY FEEL THAT HIS DECISIONS ARE CONTRARY TO THEIR
INTERESTS

The Company's sole officer and director, Mr. David Johnson, owns 100% of the
outstanding shares and will own no less than 75% after this offering is
completed. For example, if 50% of the offering is sold, Mr. Johnson will retain
87.5% of the shares outstanding. As a result, he will maintain control of the
Company and be able to choose all of our directors. His interests may differ
from those of other stockholders. Factors that could cause his interests to
differ from the other stockholders include the impact of corporate transactions
on the timing of business operations and his ability to continue to manage the
business given the amount of time he is able to devote to the Company.

THE COMPANY'S SOLE OFFICER AND DIRECTOR HAVE COMPLETE CONTROL OF ALL COMPANY
DECISIONS AND INVESTORS DON'T HAVE THE ABILITY TO PARTICIPATE IN THE BUSINESS.
IF MANAGEMENT MAKES POOR DECISIONS, WE MAY BE UNABLE TO CONTINUE OUR OPERATIONS
AND OUR BUSINESS MAY FAIL

All decisions regarding the management of the company's affairs will be made
exclusively by its sole officer and director. Purchasers of the offered shares
may not participate in the management of the company and, therefore, are
dependent upon the management abilities of the company's sole officer and
director. The only assurance that the shareholders of the company (including
purchasers of the offered shares) have that the company's sole officer and
director will not abuse his discretion in making decisions, with respect to its
affairs and other business decisions, is his fiduciary obligations and business
integrity. Accordingly, no person should purchase offered shares unless that
person is willing to entrust all aspects of management to the company's sole
officer and director, or his successors. Potential purchasers of the offered
shares must carefully evaluate the personal experience and business performance
of the company's management.

                                       10


RISKS RELATED TO INVESTING IN OUR COMPANY
- -----------------------------------------

OUR LACK OF AN OPERATING HISTORY GIVES NO ASSURANCE THAT OUR FUTURE OPERATIONS
WILL RESULT IN PROFITABLE REVENUES, WHICH COULD RESULT IN THE SUSPENSION OR
TERMINATION OF OUR OPERATIONS AND INVESTORS MAY LOOSE THEIR ENTIRE INVESTMENT

We were incorporated on February 23, 2010 and we have not realized any revenues
to date. We are an early entry stage company in a very competitive market. We
have no operating history upon which an evaluation of our future success or
failure can be made. Our ability to achieve and maintain profitability and
positive cash flow is dependent upon the completion of this offering and our
ability to generate revenues through sales of our products.

Based upon current plans, we expect to incur operating losses in future periods
because we will be incurring expenses and not generating revenues. We cannot
guarantee that we will be successful in generating revenues in the future.
Failure to generate revenues will cause us to go out of business and you will
lose your entire investment.

OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE WHICH MAY IMPACT THE COMPANY AND
THE VALUE OF THE INVESTMENT

Our operating results are likely to fluctuate significantly in the future due to
a variety of factors, many of which we have no control over. Currently, we don't
have a product or prototype. Factors that may cause our operating results to
fluctuate significantly include: our inability to generate enough working
capital from future equity sales; and after we create a commercial product, the
factors include: the level of commercial acceptance by the home improvement and
home building market of our products; fluctuations in the demand for our product
and capital expenditures relating to expansion of our future business,
operations and infrastructure and general economic conditions. If realized, any
of these risks could have a materially adverse effect on our business, financial
condition and operating results.

BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MUST LIMIT OUR MARKETING
ACTIVITIES. AS A RESULT, OUR SALES MAY NOT BE ENOUGH TO OPERATE PROFITABLY. IF
WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.

Due to the fact we are small with very little working capital, we must limit our
marketing activities to potential customers having the likelihood of purchasing
our products. We intend to generate revenue through the sale of our products.
Because we will be limiting the scope of our marketing activities, we may not be
able to generate enough sales to operate profitably. If we cannot operate
profitably, we may have to suspend or cease operations.

THE COMPANY'S SOLE OFFICER AND DIRECTOR MAY NOT BE IN A POSITION TO DEVOTE A
MAJORITY OF HIS TIME TO THE COMPANY, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS
AND EVEN BUSINESS FAILURE.

Mr. Johnson, our sole officer and director, has other business interests and
currently devotes approximately 25 to 30 hours per week to our operations. He
provides limited consulting advise and services to LH Air Co, a construction
company. Our operations may be sporadic and occur at times which are not
convenient to Mr. Johnson, which may result in periodic interruptions or
suspensions of our business plan. If the demands of the Company's business
require the full business time of our sole officer and director, he is prepared
to adjust his timetable to devote more time to the Company. However, he may not
be able to devote sufficient time to the management of the business, which may
result in periodic interruptions in implementing the Company's plans in a timely
manner.

                                       11


Such delays could have a significant negative effect on the success of the
business.

KEY MANAGEMENT PERSONNEL MAY LEAVE THE COMPANY WHICH COULD ADVERSELY AFFECT THE
ABILITY OF THE COMPANY TO CONTINUE OPERATIONS. IF THE COMPANY CEASES OPERATIONS,
YOU WILL LOOSE YOUR INVESTMENT

Because the Company is entirely dependent on the efforts of its sole officer and
director, his departure or the loss of other key personnel in the future, could
have a materially adverse effect on the business. He has other outside business
activities and is devoting only approximately 25-30 hours per week to our
operations. His expertise in the building industry as well as his technical
expertise are critical to the success of the business. The loss of this resource
would have a significant impact on our business. In addition, our operations may
be sporadic and occur at times which are not convenient to Mr. Johnson, which
may result in periodic interruptions or suspensions of our business plan. If the
demands of the company's business require the full time of our executive
officer, he is prepared to adjust his timetable in order to devote more time to
conducting our business operations. However, our executive officer may be unable
to devote sufficient time to the management of the company's business, which may
result in periodic interruptions in the implementation of the company's business
plans and operations. Such delays could have a significant negative effect on
the success of our business. The Company believes that all commercially
reasonable efforts have been made to minimize the risks associated with the
departure by key personnel from service. However, there is no guarantee that
replacement personnel with the specific industry and technical expertise in the
building industry, if any, will help the Company to operate profitably. The
Company does not maintain key person life insurance on its sole officer and
director.

IF THE COMPANY IS DISSOLVED, IT IS UNLIKELY THAT THERE WILL BE SUFFICIENT ASSETS
REMAINING TO DISTRIBUTE TO THE SHAREHOLDERS RESULTING IN UP TO A COMPLETE LOSS
OF YOUR INVESTMENT.

In the event of the dissolution of the Company, the proceeds realized from the
liquidation of its assets, if any, will be used primarily to pay the claims of
the Company's creditors, if any, before there can be any distribution to the
shareholders. In that case, the ability of purchasers of the offered shares to
recover all or any portion of the purchase price for the offered shares will
depend on the amount of funds realized, if any, after the settlement of claims.

RISKS RELATED TO THE COMPANY'S MARKET AND STRATEGY
- --------------------------------------------------

THE HOME IMPROVEMENT MARKET IS VERY COMPETITIVE AND OBTAINING THE NECESSARY
CONTRACT AND RETAIL RIGHTS TO PROVIDE THE PRODUCTS FOR DISTRIBUTION IS
NECESSARY. WITHOUT THOSE RIGHTS, THE COMPANY CAN NOT SELL THEIR PRODUCTS AND
WILL FAIL. IF THE COMPANY FAILS, YOU WILL LOOSE YOUR INVESTMENT

The market to obtain the contracts to provide the merchandise to retailers is
very competitive. There are several industry leaders that have obtained these
exclusive rights over a multiple year period. If the Company cannot obtain the
contracts or sublicense the rights, the Company will have difficulty generating
revenues.

THE HOME IMPROVEMENT MARKET IS VERY COMPETITION AND HIRING QUALIFIED RESOURCES
ARE DIFFICULT TO MANAGE. IF WE CAN NOT MANAGE THESE MARKET FACTORS SUCCESSFULLY,
WE FACE A HIGH RISK OF BUSINESS FAILURE WHICH WOULD RESULT IN THE LOSS OF YOUR
INVESTMENT.

                                       12


The Company expects that its results of operations may also fluctuate
significantly in the future due to the availability and retention of motivated
and qualified personnel. If we are not successful hiring and managing these
resources our business will fail, which could result in a complete loss of your
investment.

ESTABLISHING AND MAINTAIN A CUSTOMER BASE ARE DIFFICULT TO ACHIEVE AND MANAGE.
IF WE CAN NOT OBTAIN A CUSTOMER BASE, WE FACE A HIGH RISK OF BUSINESS FAILURE
WHICH WOULD RESULT IN THE LOSS OF YOUR INVESTMENT.

The Company expects that attracting, building and managing a customer base is
very difficult to accomplish. This is critical to ensure revenue to the Company.
Accordingly, if we are not successful in building and maintaining a customer
base, our future sales and operating results will be negatively impacted and our
business could fail.

WE MAY BE UNABLE TO GAIN ANY SIGNIFICANT MARKET ACCEPTANCE FOR OUR PRODUCTS OR
ESTABLISH A SIGNIFICANT MARKET PRESENCE. IF WE CAN NOT GAIN MARKET ACCEPTANCE,
WE WILL NOT BE ABLE TO GENERATE REVENUE AND OUR BUSINESS WILL FAIL.

The Company's growth strategy is substantially dependent upon its ability to
market its products successfully to large retailer and large home builders.
However, it may not achieve significant acceptance. Such acceptance, if
achieved, may not be sustained for any significant period of time. In addition,
there is no guarantee that any acceptance by a client will remain. Failure of
the Company's products to achieve or sustain market acceptance could have a
materially adverse effect on our business, financial conditions and the results
of our operations.

MANAGEMENT'S ABILITY TO IMPLEMENT THE BUSINESS STRATEGY SUCCESSFULLY IS CRITICAL
TO THE BUSINESS SUCCESS. IF THE MANAGEMENT FAILS TO IMPLEMENT THE BUSINESS
STRATEGY, THE COMPANY WILL FAIL AND INVESTORS WILL LOOSE THEIR INVESTMENT

Although the Company intends to pursue a strategy of marketing its product
throughout North America, our business success depends on a number of factors.
These include: our ability to establish a significant retail base and maintain
favorable relationships with customers and partners in the home building
industry; obtain adequate business financing on favorable terms in order to buy
all the necessary equipment and materials; development and maintenance of
appropriate operating procedures, policies and systems; hire, train and retain
skilled employees. The inability of the Company to manage any or all of these
factors could impair its ability to implement its business strategy
successfully, which could have a materially adverse effect on the results of its
operations and its financial condition.

HIDDEN LADDER MAY BE UNABLE TO MANAGE ITS FUTURE GROWTH. IF THE COMPANY CAN NOT
SUCCESSFULLY MANAGE THE GROWTH, THE COMPANY MAY RUN OUT OF MONEY AND FAIL.

Any extraordinary growth may place a significant strain on management,
financial, operating and technical resources. Failure to manage this growth
effectively could have a materially adverse effect on the Company's financial
condition or the results of its operations.

RISKS RELATED TO INVESTING IN OUR BUSINESS
- ------------------------------------------

THE COMPANY MAY BE UNABLE TO MAKE NECESSARY ARRANGEMENTS AT ACCEPTABLE COSTS
WHICH WILL IMPACT PROFITABILITY AND MAY CAUSE US TO CEASE OPERATIONS IF WE RUN
OUT OF CAPITAL

                                       13


Because we are a small business, with limited assets, we are not in a position
to assume unanticipated costs and expenses. If we have to make changes in the
Company structure or are faced with circumstances that are beyond our ability to
afford, we may have to suspend operations or cease operations entirely which
could result in a total loss of your investment.

GENERAL COMPETITION

The Company has identified a market opportunity for our products. The home
improvement and home building market is very competitive and aggressive on
pricing and service. Competitors may enter this sector with superior products,
services, financial resources, conditions and/or benefits. This would infringe
on our future customer base, lengthen our sales cycle, increase marketing costs,
which in turn will have an adverse affect upon our business and the results of
our operations.

COMPETITION MAY DECREASE OUR MARKET SHARE, REVENUES, AND GROSS MARGINS.

Hidden Ladder has decided to sell wholesale only, targeting select retailers.
Initially, four segments of the retail industry have been identified:
Chain-retailers, single retailers, homebuilders, and mail order catalogs. Based
on the ability of chain-retailers to buy in bulk, this segment was analyzed for
market strength. Three target categories were identified as most likely to be
interested in the Hidden Ladder. These categories are home-improvement and
safety. Of these three categories, the Company selected home-improvement based
on the demand of the products and the rate of growth shown in the industry. Home
Depot showed the highest sales volume in home safety supplies among the
home-improvement sector, thus providing Hidden Ladder with its initial sales
prospect.

All of our competitors have substantially more capital, longer operating
histories, greater brand recognition, larger customer bases and significantly
greater financial, technical and marketing resources than we do. These
competitors may also adopt more aggressive pricing policies and establish more
comprehensive marketing and advertising campaigns than we can. Our competitors
may develop products and service offerings that we do not offer or that are more
sophisticated or more cost effective than our own. For these and other reasons,
our competitors' products and services may achieve greater acceptance in the
marketplace than our own, limiting our ability to gain market share and customer
loyalty and to generate sufficient revenues to achieve a profitable level of
operations. Our failure to adequately address any of the above factors could
harm our business and operating results.

IF, AFTER DEMONSTRATING PROOF-OF-CONCEPT, WE ARE UNABLE TO ESTABLISH
RELATIONSHIPS WITH DEVELOPMENT PARTNERS AND/OR CUSTOMERS, THE BUSINESS WILL
FAIL.

Because there may be a substantial delay between the completion of this offering
and the execution of the business plan, our expenses may be increased and it may
take us longer to generate revenues. We have no way to predict when we will
begin delivering our products. In addition, it takes time, money, and resources
to build relationships with customers and partners. If these efforts are
unsuccessful or take longer than anticipated, the Company may run out of capital
and the business will fail.

THE COMPANY MAY RETAIN INDEPENDENT RESOURCES OR CONSULTANTS TO HELP GROW THE
BUSINESS. IF THESE RESOURCES DO NOT PERFORM, THE COMPANY MAY HAVE TO CEASE
OPERATIONS AND YOU MAY LOOSE YOUR INVESTMENT

                                       14


The company's management may retain independent contractors to provide services
to the company. Those independent individuals and organizations have no
fiduciary duty to the shareholders of the company and may not perform as
expected.

AVERAGE SELLING PRICES OF OUR PRODUCTS AND SERVICES MAY DECREASE, WHICH MAY HARM
OUR GROSS MARGINS.

The average selling prices of our products and services may be lower than
expected as a result of competitive pricing pressures and promotional programs.
We expect to experience pricing pressure and anticipate that the average selling
prices and gross margins for our products may decrease over product life cycles.
We may not be successful in developing and introducing on a timely basis new
products with enhanced features and services that can be sold at higher gross
margins.

WE WILL RELY ON STRATEGIC RELATIONSHIPS TO PROMOTE OUR SERVICES AND IF WE FAIL
TO DEVELOP, MAINTAIN OR ENHANCE THESE RELATIONSHIPS, OUR ABILITY TO SERVE OUR
CUSTOMERS AND DEVELOP NEW SERVICES AND APPLICATIONS COULD BE HARMED.

Our ability to provide our product to retailers of home improvement and home
building supplies depends significantly on our ability to develop, maintain or
enhance our strategic relationships with these users. In the beginning of
operations, there will be a marketing challenge for Hidden Ladder. The Company
and identity will be newly formed; therefore, the company will be relatively
unknown in the marketplace. Although the founder has significant experience and
many contacts within the home building industry, he has worked mainly for
subcontractors during the course of his career. Therefore, Hidden Ladder won't
benefit from immediate name recognition.

IF WE CANNOT EFFECTIVELY PROMOTE OUR PRODUCTS, WE WILL NOT ATTRACT CUSTOMERS AND
AS A RESULT, OUR BUSINESS MAY FAIL.

The nature of the service provided by Hidden Ladder will present yet another
challenge in that not everyone thinks they need this product and homebuilders do
not currently put this product in homes as a standard item. If we are not able
to promote and win customers, we will not be able to generate revenue and our
business will fail.

IF WE CANNOT ESTABLISH AND MAINTAIN QUALIFICATIONS AS A QUALITY SUPPLIER TO
CUSTOMERS AND PARTNERS, THE BUSINESS WILL BE ADVERSELY AFFECTED AND OUR BUSINESS
MAY FAIL.

If we cannot achieve and maintain the necessary qualifications for our business,
our suppliers may elect to seek solutions from other companies. If the Company
is successful in raising additional capital and able to hire and retain
qualified resources, the Company believes it may be successful in achieving and
maintaining the necessary qualifications for the customers. If the Company
cannot achieve or maintain these types of customer qualifications for customers,
our business will be impacted in an adverse way.

FORWARD-LOOKING STATEMENTS

This prospectus contains certain forward-looking statements regarding
management's plans and objectives for future operations, including plans and
objectives relating to our planned entry into our service business. The
forward-looking statements and associated risks set forth in this prospectus
include or relate to, among other things, (a) our projected profitability, (b)
our growth strategies, (c) anticipated trends in our industry, (d) our ability

                                       15


to obtain and retain sufficient capital for future operations, and (e) our
anticipated needs for working capital. These statements may be found under
"Management's Discussion and Analysis or Plan of Operation" and "Description of
Business," as well as in this prospectus generally. Actual events or results may
differ materially from those discussed in these forward-looking statements as a
result of various factors, including, without limitation, the risks outlined
under "Risk Factors" and matters described in this prospectus generally. In
light of these risks and uncertainties, the forward-looking statements contained
in this prospectus may not in fact occur.

The forward-looking statements herein are based on current expectations that
involve a number of risks and uncertainties. Such forward-looking statements are
based on the assumptions that we will be able to continue our business
strategies on a timely basis, that we will attract customers, that there will be
no materially adverse competitive conditions under which our business operates,
that our sole officer and director will remain employed as such, and that our
forecasts accurately anticipate market demand. The foregoing assumptions are
based on judgments with respect to, among other things, future economic,
competitive and market conditions, and future business decisions, all of which
are difficult or impossible to predict accurately and many of which are beyond
our control. Accordingly, although we believe that the assumptions underlying
the forward-looking statements are reasonable, any such assumption could prove
to be inaccurate and therefore there can be no assurance that the results
contemplated in forward-looking statements will be realized. In addition, as
disclosed elsewhere in this "Risk Factors" section of this prospectus, there are
a number of other risks inherent in our business and operations, which could
cause our operating results to vary markedly and adversely from prior results or
the results contemplated by the forward-looking statements. Increases in the
cost of our services, or in our general or administrative expenses, or the
occurrence of extraordinary events, could cause actual results to vary
materially from the results contemplated by these forward-looking statements.

Management decisions, including budgeting, are subjective in many respects and
subject to periodic revisions in order to reflect actual business conditions and
developments. The impact of such conditions and developments could lead us to
alter our marketing, capital investment or other expenditures and may adversely
affect the results of our operations. In light of the significant uncertainties
inherent in the forward-looking information included in this prospectus, the
inclusion of such information should not be regarded as a representation by us
or any other person that our objectives or plans will be achieved.

                                 USE OF PROCEEDS

Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.01. The following table sets forth the potential net proceeds and
the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively,
of the securities offered for sale by the Company.

                      IF 25% OF      IF 50% OF      IF 75% OF     IF 100% OF
                     SHARES SOLD    SHARES SOLD    SHARES SOLD    SHARES SOLD
                     -----------    -----------    -----------    -----------
NET PROCEEDS FROM
THIS OFFERING           $2,500        $10,000        $17,500        $25,000

Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.01. The net proceeds in the table above assume $5,000 in costs
associated with this offering.

                                       16


The funds raised through this offering will be used to develop and complete the
business and marketing plan, which we anticipate will cost approximately
$19,000. If less than the maximum offering funds are raised, the proceeds will
first be used for essential business operations such as SEC filings with the
remaining amount allocated to completing the business and marketing plan. The
company does not anticipate using any of the offering proceeds for product
development.

                         DETERMINATION OF OFFERING PRICE

As there is no established public market for our shares, the offering price and
other terms and conditions relative to our shares have been arbitrarily
determined by Hidden Ladder and do not bear any relationship to assets,
earnings, book value, or any other objective criteria of value. In addition, no
investment banker, appraiser, or other independent third party has been
consulted concerning the offering price for the shares or the fairness of the
offering price used for the shares.

The price of the current offering is fixed at $0.01 per share. This price is
significantly greater than the price paid by the company's sole officer and
director for common equity since the company's inception on February 23, 2010.
The company's sole officer and director paid $0.001 per share, a difference of
$0.009 per share lower than the share price in this offering.

                  DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders. The
following tables compare the differences of your investment in our shares with
the investment of our existing stockholders.

EXISTING SHAREHOLDER PER SHARE DATA IF ALL OF THE SHARES ARE SOLD
- -----------------------------------------------------------------
Price per share ....................................................   $0.01
Net tangible book value per share before offering ..................   $0.0006
Potential gain to existing shareholders ............................   $0.0019
Net tangible book value per share after offering ...................   $0.0025
Increase to present stockholders in net tangible book value
   per share after offering ........................................   $0.0019
Capital contributions ..............................................   $9,000
Number of shares outstanding before the offering ...................   9,000,000
Number of shares after offering held by existing stockholders ......   9,000,000
Percentage of ownership after offering .............................   75%

PURCHASERS PER SHARE DATA AND OWNERSHIP OF SHARES IN THIS OFFERING
IF ALL SHARES SOLD
- ------------------------------------------------------------------
Price per share ....................................................   $0.01
Dilution per share .................................................   $0.0075
Net Capital contributions ..........................................   $25,000
Percentage of capital contributions (gross).........................   77%
Number of shares after offering held by public investors ...........   3,000,000
Percentage of ownership after offering .............................   25%

                                       17


                           THE OFFERING BY THE COMPANY

Hidden Ladder is registering 3,000,000 shares of its common stock for offer and
sale.

There is currently no active trading market for our common stock, and such a
market may not develop or be sustained. After we become effective with the SEC,
we plan to develop a trading market. In order to do so, we have to retain an
authorized OTC Bulletin Board market maker. The market maker will file Form 211
with FINRA (Financial Industry Regulatory Authority). Once we are approved with
FINRA, our stock will be quoted on the OTC BB.

There can be no assurances that we will be able to retain an authorized OTC BB
market maker and furthermore, there are no assurances that we will be approved
by FINRA. At the date hereof, we are not aware that any market maker has any
such intention.

All of the shares registered herein will become effective for sale to investors.
The company will not offer the shares through a broker-dealer or anyone
affiliated with a broker-dealer.

NOTE: As of the date of this prospectus, our sole officer and director, Mr.
David Johnson, owns 9,000,000 common shares, which are subject to Rule 144
restrictions. There is currently one (1) shareholder of our common stock.

The company is hereby registering 3,000,000 common shares. The price per share
is $0.01.

In the event the company receives payment for the sale of their shares, Hidden
Ladder will receive all of the proceeds from such sales. Hidden Ladder is
bearing all expenses in connection with the registration of the shares of the
company.

                              PLAN OF DISTRIBUTION

We are offering the shares on a "self-underwritten" basis directly through Mr.
Johnson our executive officer and director named herein, who will not receive
any commissions or other remuneration of any kind for selling shares in this
offering, except for the reimbursement of actual out-of-pocket expenses incurred
in connection with the sale of the common stock. The offering will conclude when
all 3,000,000 shares of common stock have been sold, or 90 days after this
registration statement becomes effective with the Securities and Exchange
Commission.

This offering is a self-underwritten offering, which means that it does not
involve the participation of an underwriter to market, distribute or sell the
shares offered under this prospectus. We will sell shares on a continuous basis.
We reasonably expect the amount of securities registered pursuant to this
offering to be offered and sold within two years from this initial effective
date of this registration.

In connection with his selling efforts in the offering, Mr. Johnson will not
register as broker-dealer pursuant to Section 15 of the Exchange Act, but rather
will rely upon the "safe harbor" provisions of Rule 3a4-1 under the Exchange
Act. Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer
registration requirements of the Exchange Act for persons associated with an
issuer that participate in an offering of the issuer's securities. David Johnson
is not subject to any statutory disqualification, as that term is defined in
Section 3(a)(39) of the Exchange Act. David Johnson will not be compensated in
connection with his participation in the offering by the payment of commissions

                                       18


or other remuneration based either directly or indirectly on transactions in our
securities. Mr. Johnson is not and has not been within the past 12 months, a
broker or dealer, and is not within the past 12 months, an associated person of
a broker or dealer. At the end of the offering, Mr. Johnson will continue to
primarily perform substantial duties for us or on our behalf otherwise than in
connection with transactions in securities. Mr. Johnson has not participated in
selling an offering of securities for any issuer more than once every 12 months
other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

9,000,000 common shares are issued and outstanding as of the date of this
prospectus. The company is registering an additional 3,000,000 shares of its
common stock for possible resale at the price of $0.01 per share.

Hidden Ladder will receive all proceeds from the sale of the shares by the
company. The price per share is $0.01. However, Hidden Ladder common stock may
never be quoted on the OTC Bulletin Board or listed on any exchange.

The company's shares may be sold to purchasers from time to time directly by,
and subject to, the discretion of the company. Further, the company will not
offer their shares for sale through underwriters, dealers, or agents or anyone
who may receive compensation in the form of underwriting discounts, concessions
or commissions from the company and/or the purchasers of the shares for whom
they may act as agents. The shares sold by the company may be sold occasionally
in one or more transactions, either at an offering price that is fixed or that
may vary from transaction to transaction depending upon the time of sale, or at
prices otherwise negotiated at the time of sale. Such prices will be determined
by the company or by agreement between the company and any purchasers of our
common stock.

The shares may not be offered or sold in certain jurisdictions unless they are
registered or otherwise comply with the applicable securities laws of such
jurisdictions by exemption, qualification or otherwise. We intend to sell the
shares only in the states in which this offering has been qualified or an
exemption from the registration requirements is available, and purchases of
shares may be made only in those states.

In addition and without limiting the foregoing, the company will be subject to
applicable provisions, rules and regulations under the Exchange Act with regard
to security transactions during the period of time when this Registration
Statement is effective.

Hidden Ladder will pay all expenses incidental to the registration of the shares
(including registration pursuant to the securities laws of certain states).

                                LEGAL PROCEEDINGS

We are not a party to any material legal proceedings and to our knowledge; no
such proceedings are threatened or contemplated by any party.

                                    BUSINESS

Company Summary

Hidden Ladder is a home improvement company intending to develop products and
sell them on a wholesale basis to home improvement retailers. The Company is
based in Rocklin, California. The Company was started by entrepreneur David
Johnson.

Hidden Ladder' sales and administration and operations are located in a home
office.

                                       19


Mission

Hidden Ladder will strive for quality in its production and shipping processes.
We intend to create a business based on a single product. We will ensure safe
working conditions for all employees, placing this as a priority above our
profits.

We intend to use diverse marketing methods to reach a large segment of the
population to offer what we feel is a valuable asset to any homeowner. Hidden
Ladder will also keep an open mind with regards to new methods of production,
changes to our product line, and custom orders from interested clients.

We will always keep our profits in mind, but never at the expense of our
customers.

Products

Hidden Ladder will design a unique set of products for homeowners. The first
product will be a hidden escape ladder for homeowners. It provides the homeowner
comfort knowing that if there is a fire in their home they will be able to
escape safely from the 2nd story. The ladder will be both durable and aesthetic.
It will neatly fold up and hang under the window. It will not be an eyesore in
the home and it will be easily accessible.

Market Analysis Summary

Hidden Ladder has decided to sell wholesale only, targeting select retailers.
Initially, four segments of the retail industry have been identified:
Chain-retailers, single retailers, homebuilders, and mail order catalogs. Based
on the ability of chain-retailers to buy in bulk, this segment was analyzed for
market strength. Two target categories were identified as most likely to be
interested in the Hidden Ladder, which are home-improvement and safety.

Of these two categories, home-improvement was selected based on the strength of
their purchasing power, as well as the rate of growth shown in the industry.
Research has noted that Home Depot showed the highest sales volume in home
safety supplies among the home-improvement sector, thus providing Hidden Ladder
with its initial sales prospect.

Market Segmentation

The market segmentation focus is directed towards retail stores, and
homebuilders rather than individual customer sales.

Major segments identified are:

   1. Chain retail
   2. Single store
   3. Mail order/Internet
   4. Homebuilders

The Company has decided to target chain retail stores that would offer the
largest opportunity for volume sales. Concentrating research efforts in this
area, the top three home-improvement retailers were found to be Home Depot,
Lowe's, and Ace Hardware.

The Company anticipates another large opportunity of sales directly to the
homebuilders as part of their new homes and a nice safety addition that may add
some appeal to their customers.

                                       20


Competition and Buying Patterns

Among the retail businesses, competition tends to be less about products of
similar nature and more about shelf space. Typical stores have limited display
space and devote most of that space to brand name products. Many larger
manufacturers offer the merchant some form of incentive, either as a discount,
or through the use of promotional materials. In larger stores, with a multitude
of offerings, visibility places a big part of customer selection.

One concern among most retail stores is that of supply. The manufacturer must
have a system in place to ensure timely deliveries of the expected quota.
Failure to fulfill these contracts can result in loss of exposure and loss of
customers, and has been listed by the Small Business Administration (SBA) as one
of the leading causes of failure among start-up manufacturers.

Strategy and Implementation Summary

Hidden Ladder will sell its entire product line to Home Depot, and large
homebuilders. Distribution will occur in select stores and builders within the
western district. Marketing will be based on in-store promotions as well as
packaging concepts. These promotions will be tied directly to Home Depot sales
and promotions.

Competitive Edge

Our competitive edge will be our product's unique and functional nature coupled
with traditional high-quality workmanship. Hidden Ladder will create a sense of
comfort and utility, while also displaying the aesthetic beauty. The market is
flooded with examples of cheap plastic ladders that are cumbersome and difficult
to use, with limited durability and eye appeal.

THE PERSONAL TOUCH

During the first year of operation, Hidden Ladder will focus on developing
relationships as a conduit for sales. Rather than mounting an advertising
campaign that promotes a faceless product, the Company will target specific
relationships and key contacts to promote and sell the product after it has been
developed and manufactured.

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This section of the prospectus includes a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
"believe", "expect", "estimate", "anticipate", "intend", "project" and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements, which apply only
as of the date of this prospectus. These forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from historical results or our predictions.

WE ARE A DEVELOPMENT STAGE COMPANY ORGANIZED TO DEVELOP

We have not yet generated or realized any revenues from business operations. Our
auditors have issued a going concern opinion. This means there is substantial
doubt that we can continue as an on-going business for the next twelve (12)
months unless we obtain additional capital to pay our bills. This is because we
have not generated any revenues and no revenues are anticipated until we begin
marketing our service to customers. Accordingly, we must raise cash from sources
other than revenues generated from the proceeds of loans we undertake.

                                       21


From inception to February 28, 2010, the company's business operations have
primarily been focused on developing our business plan and market research.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

THERE IS NO HISTORICAL FINANCIAL INFORMATION ABOUT US UPON WHICH TO BASE AN
EVALUATION OF OUR PERFORMANCE. HIDDEN LADDER, INC. WAS INCORPORATED IN THE STATE
OF FLORIDA ON FEBRUARY 23, 2010; WE ARE A DEVELOPMENT STAGE COMPANY THE COMPANY
WILL DESIGN, DEVELOP, AND MARKET INSTRUCTIONAL PRODUCTS AND SERVICES FOR THE
CORPORATE, EDUCATION, GOVERNMENT, AND HEALTHCARE E-LEARNING INDUSTRIES. WE HAVE
NOT GENERATED ANY REVENUES FROM OUR OPERATIONS. WE CANNOT GUARANTEE WE WILL BE
SUCCESSFUL IN OUR BUSINESS OPERATIONS. OUR BUSINESS IS SUBJECT TO RISKS INHERENT
IN THE ESTABLISHMENT OF A NEW BUSINESS ENTERPRISE, INCLUDING THE FINANCIAL RISKS
ASSOCIATED WITH THE LIMITED CAPITAL RESOURCES CURRENTLY AVAILABLE TO US FOR THE
IMPLEMENTATION OF OUR BUSINESS STRATEGIES (SEE "RISK FACTORS"). TO BECOME
PROFITABLE AND COMPETITIVE, WE MUST DEVELOP THE BUSINESS AND MARKETING PLAN,
EXECUTE THE PLAN AND ESTABLISH SALES AND CO-DEVELOPMENT RELATIONSHIPS WITH
CUSTOMERS AND PARTNERS.

PLAN OF OPERATION

Over the 12 month period starting upon the effective date of this registration
statement, the Company must raise capital in order to complete the Business and
Marketing Plan and to commence its execution. The Company anticipates that the
business and marketing plan will be completed within 180 days after the offering
is completed. After the business and marketing plan are completed, the company
plans on using consultants and contractors to commence the product development
strategy. During the initial implementation of our development strategy, the
Company intends to hire independent consultants, and contractors to develop,
prototype, various components of product. The Company expects product
development to last between eighteen (18) and twenty four (24) months.

Since inception to February 23, 2010, Hidden Ladder has incurred a total of
$3,600 on start-up costs. The Company has not generated any revenue from
business operations. All proceeds currently held by the company are the result
of the sale of common stock to its officers. The Company does not have any
contractual arrangement with our CEO, Mr. David Johnson to fund the Company on
an on-going basis for either operating capital or a loan. The CEO may elect to
fund the Company as he did initially, however there are no assurances that he
will in the future.

The Company incurred expenditures of $3,500 for audit services and $100 for
general administrative costs. Since inception, the majority of the company's
time has been spent refining its business plan and conducting industry research,
and preparing for a primary financial offering.

LIQUIDITY AND CAPITAL RESOURCES

As of the date of this registration statement, we have yet to generate any
revenues from our business operations. For the period ended February 28, 2010,
Hidden Ladder, Inc. issued 9,000,000 shares of common stock to our sole officer
and director for cash proceeds of $9,000 at $0.001 per share.

We anticipate needing a $150,000 in order to execute our business plan over the
next twelve (12) months, which includes completing the business plan, completing
the prototype plans, and identifying the necessary resources to implement our
plan. We anticipate the work will require two part time resources for product
design and technical manufacturing work that will cost approximately $35,000
each. In addition, we will require one marketing resource that will require

                                       22


$35,000 and the balance of $45,000 for general working capital purposes.
However, the available cash is not sufficient to allow us to commence full
execution of our business plan. Based on our success of raising additional
capital over the next twelve (12) months, we anticipate employing various
consultants and contractors to commence the development strategy for the product
prototypes. Until the Business and Marketing plan are completed, we are not able
to quantify with any certainty any planned capital expenditures including the
hiring of consultants and contractors. The only planned capital expenditure is
the public company costs. As of February 28, 2010, the Company has no firm
commitments for any capital expenditures.

Our business expansion will require additional capital resources that may be
funded through the issuance of common stock or of notes payable or other debt
arrangements that may affect our debt structure. Despite our current financial
status we believe that we may be able to issue notes payable or debt instruments
in order to start executing our Business and Marketing Plan. We anticipate that
receipt of such financing may require granting a security interest in the
service offering, and are willing to grant such interest to secure the necessary
funding.

Through February 28, 2010, we have incurred a total of $3,600 in general and
administration expenses including $3,500 in professional fees.

To date, we have managed to keep our monthly cash flow requirement low for two
reasons. First, our sole officer has agreed not to draw a salary until a minimum
of $500,000 in funding is obtained or until we have achieved $500,000 in gross
revenues. Second, we have been able to keep our operating expenses to a minimum
by operating in space owned by our sole officer and are only paying the direct
expenses associated with our business operations.

Given our low monthly cash flow requirement and the compensation arrangement
with our sole officer, management believes that, while our auditors have
expressed substantial doubt about our ability to continue as a going concern,
and assuming that we do not commence our anticipated operations until sufficient
financial resources are available, we believe we will be able to meet our
obligations for at least the next twelve months.

In the early stages of our company, we will need cash for completing the
business and marketing plans. We anticipate that during the first year, in order
to execute our business plan to any meaningful degree, we would need to spend a
minimum of $150,000 on such endeavors. If we are unable to raise the funds
partially through this offering we will seek alternative financing through means
such as borrowings from institutions or private individuals. There can be no
assurance that we will be able to keep costs from being more than these
estimated amounts or that we will be able to raise such funds. Even if we sell
all shares offered through this registration statement, we expect that we will
seek additional financing in the future. However, we may not be able to obtain
additional capital or generate sufficient revenues to fund our operations. If we
are unsuccessful at raising sufficient funds, for whatever reason, to fund our
operations, we may be forced to seek a buyer for our business or another entity
with which we could create a joint venture. If all of these alternatives fail,
we expect that we will be required to seek protection from creditors under
applicable bankruptcy laws.

Our independent auditor has expressed substantial doubt about our ability to
continue as a going concern and believes that our ability is dependent on our
ability to implement our business plan, raise capital and generate revenues.

The Company has entered into no contractual commitment agreements.

                                       23


MANAGEMENT

OFFICERS AND DIRECTORS

Our sole officer and director will serve until his successor is elected and
qualified. Our officers are elected by the board of directors to a term of one
(1) year and serve until their successor is duly elected and qualified, or until
they are removed from office. The board of directors has no nominating, auditing
or compensation committees.

The name, address, age and position of our president, secretary/treasurer, and
director and vice president is set forth below:

Name and Address      Age      Position(s)
- ----------------      ---      -----------
David Johnson         27       President, Secretary/Treasurer, Principal
                               Executive Officer Principal Financial Officer,
                               and sole member of the Board of Directors

The person named above has held his offices/positions since the inception of our
company and is expected to hold his offices/positions until the next annual
meeting of our stockholders.

                      COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors has not established any committees, including an Audit
Committee, a Compensation Committee, a Nominating Committee or any committee
performing a similar function. The functions of those committees are being
undertaken by the entire board as a whole. Because we do not have any
independent directors, our Board of Directors believes that the establishment of
committees of the Board would not provide any benefits to our company and could
be considered more form than substance.

We do not have a policy regarding the consideration of any director candidates
which may be recommended by our stockholders, including the minimum
qualifications for director candidates, nor has our Board of Directors
established a process for identifying and evaluating director nominees. We have
not adopted a policy regarding the handling of any potential recommendation of
director candidates by our stockholders, including the procedures to be
followed. Our Board has not considered or adopted any of these policies as we
have never received a recommendation from any stockholder for any candidate to
serve on our Board of Directors. Given our relative size and lack of directors
and officers insurance coverage, we do not anticipate that any of our
stockholders will make such a recommendation in the near future. While there
have been no nominations of additional directors proposed, in the event such a
proposal is made, all members of our Board will participate in the consideration
of director nominees. Our sole director is not an "audit committee financial
expert" within the meaning of Item 401(e) of Regulation S-B. In general, an
"audit committee financial expert" is an individual member of the audit
committee or Board of Directors who:

      o  understands generally accepted accounting principles and financial
         statements,

      o  is able to assess the general application of such principles in
         connection with accounting for estimates, accruals and reserves,

                                       24


      o  has experience preparing, auditing, analyzing or evaluating financial
         statements comparable to the breadth and complexity to our financial
         statements,

      o  understands internal controls over financial reporting, and

      o  understands audit committee functions.

Our Board of Directors is comprised of an individual who was integral to our
formation and who is involved in our day to day operations. While we would
prefer our director be an audit committee financial expert, the individual who
has been key to our development has professional background in finance or
accounting. As with most small, early stage companies, until such time as our
company further develops its business, achieves a stronger revenue base and has
sufficient working capital to purchase directors and officers insurance, we do
not have any immediate prospects to attract independent directors. When we are
able to expand our Board of Directors to include one or more independent
directors, we intend to establish an Audit Committee of our Board of Directors.
It is our intention that one or more of these independent directors will also
qualify as an audit committee financial expert. Our securities are not quoted on
an exchange that has requirements that a majority of our Board members be
independent and we are not currently otherwise subject to any law, rule or
regulation requiring that all or any portion of our Board of Directors include
"independent" directors, nor are we required to establish or maintain an Audit
Committee or other committee of our Board of Directors.

WE DO NOT HAVE ANY INDEPENDENT DIRECTORS AND WE HAVE NOT VOLUNTARILY IMPLEMENTED
VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH, STOCKHOLDERS MAY
HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS,
CONFLICTS OF INTEREST AND SIMILAR MATTERS.

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has
resulted in the adoption of various corporate governance measures designed to
promote the integrity of the corporate management and the securities markets.
Some of these measures have been adopted in response to legal requirements.
Others have been adopted by companies in response to the requirements of
national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on
which their securities are listed. Among the corporate governance measures that
are required under the rules of national securities exchanges are those that
address board of directors' independence, audit committee oversight, and the
adoption of a code of ethics. Our Board of Directors is comprised of one
individual who is also our executive officer. Our executive officer makes
decisions on all significant corporate matters such as the approval of terms of
the compensation of our executive officer and the oversight of the accounting
functions.

Although we have adopted a Code of Ethics and Business Conduct, we have not yet
adopted any of these other corporate governance measures and, since our
securities are not yet listed on a national securities exchange, we are not
required to do so. We have not adopted corporate governance measures such as an
audit or other independent committees of our board of directors as we presently
do not have any independent directors. If we expand our board membership in
future periods to include additional independent directors, we may seek to
establish an audit and other committees of our board of directors. It is
possible that if our Board of Directors included independent directors and if we
were to adopt some or all of these corporate governance measures, stockholders
would benefit from somewhat greater assurances that internal corporate decisions
were being made by disinterested directors and that policies had been
implemented to define responsible conduct. For example, in the absence of audit,

                                       25


nominating and compensation committees comprised of at least a majority of
independent directors, decisions concerning matters such as compensation
packages to our senior officers and recommendations for director nominees may be
made by a majority of directors who have an interest in the outcome of the
matters being decided. Prospective investors should bear in mind our current
lack of corporate governance measures in formulating their investment decisions.

                       CODE OF BUSINESS CONDUCT AND ETHICS

In February 2010 we adopted a Code of Ethics and Business Conduct which is
applicable to our future employees and which also includes a Code of Ethics for
our CEO and principal financial officers and persons performing similar
functions. A code of ethics is a written standard designed to deter wrongdoing
and to promote

      o  honest and ethical conduct,

      o  full, fair, accurate, timely and understandable disclosure in
         regulatory filings and public statements,

      o  compliance with applicable laws, rules and regulations,

      o  the prompt reporting violation of the code, and

      o  accountability for adherence to the code.

A copy of our Code of Business Conduct and Ethics has been filed with the
Securities and Exchange Commission as an exhibit to this Form S-1 filing. Any
person desiring a copy of the Code of Business Conduct and Ethics, can obtain
one by going to www.sec.gov and looking at the attachments to this Form S-1.

                      BACKGROUND OF OFFICERS AND DIRECTORS

Mr. David Johnson, PRESIDENT, CEO, DIRECTOR, SECRETARY/TREASURER

RESUME

Mr. Johnson has over 8 years of experience in building industry with extensive
experience in the development of products for builders and end users. Prior to
joining Hidden Ladder, Mr. Johnson has worked both with builders and suppliers
of home improvement products thus gaining knowledge of what both parties a
seeking as it relates to home improvement products.

CONFLICTS OF INTEREST

At the present time, we do not foresee a direct conflict of interest with our
sole officer and director.

                             EXECUTIVE COMPENSATION

David Johnson will not be taking any compensation until the Company has raised
$500,000 in working capital or has sales in excess of $500,000.

SUMMARY OF COMPENSATION

We did not pay any salaries in 2010. We do not anticipate beginning to pay
salaries until we have adequate funds to do so. There are no stock option plans,
retirement, pension, or profit sharing plans for the benefit of any officer or
director other than as described herein.

                                       26


SUMMARY COMPENSATION TABLE

The following table provides certain summary information concerning cash and
certain other compensation we paid to our Chief Executive Officer for the fiscal
year ending February 28, 2010.


                                                                                      Non-
                                                                     Non-Equity    Qualified
                                                                     Incentive     Deferred
                                                 Stock     Option       Plan      Compensation   All Other
Name &                   Fiscal  Salary  Bonus  Award(s)  Award(s)  Compensation    Earnings    Compensation  Total
Principal Position        Year     ($)    ($)     ($)        ($)        ($)           ($)            ($)       ($)
- -----------------------  ------  ------  -----  --------  --------  ------------  ------------  ------------  -----
                                                                                   
David Johnson            2010      0      -        -         -          -             -              -         0
Chief Executive Officer


                                                       Number of     Percentage
Title of Class           Name                        Shares Owned   of Shares(1)
- --------------           ----                        ------------   ------------
Shares of Common Stock   David Johnson (2)             9,000,000        100%
                         2803 Isle Street
                         Rocklin, CA 95765

(1) Based on 9,000,000 shares outstanding as of February 28, 2010.

(2) The person named above may be deemed to be a "parent" and "promoter" of our
company, within the meaning of such terms under the Securities Act of 1933, as
amended, by virtue of his direct and indirect stock holdings. Mr. Johnson is the
only "parent" and "promoter" of the company.

We have no employment agreements with our sole Executive Officer and Director.
We will not pay compensation to Directors for attendance at meetings. We will
reimburse the Directors for reasonable expenses incurred during the course of
their performance.

DIRECTOR COMPENSATION

Mr. Johnson the sole member of our Board of Directors is also our executive
officer. We do not pay fees to directors for attendance at meetings of the Board
of Directors or of committees; however, we may adopt a policy of making such
payments in the future. We will reimburse out-of-pocket expenses incurred by
directors in attending board and committee meetings.

LONG-TERM INCENTIVE PLAN AWARDS

We do not have any long-term incentive plans including options and SARs that
provide compensation intended to serve as incentive for performance.

EMPLOYMENT AGREEMENTS

At this time, Hidden Ladder has not entered into any employment agreements with
our sole officer and director. If there is sufficient cash flow available from
our future operations, the Company may in the future enter into employment
agreements with our sole officer and director, or future key staff members.

                                       27


INDEMNIFICATION

Under our Articles of Incorporation and Bylaws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of their position, if they acted in good faith and
in a manner he reasonably believed to be in our best interest. We may advance
expenses incurred in defending a proceeding. To the extent that the officer or
director is successful on the merits in a proceeding as to which he or she is to
be indemnified, we must indemnify him or his against all expenses incurred,
including attorney's fees. With respect to a derivative action, indemnity may be
made only for expenses actually and reasonably incurred in defending the
proceeding, and if the officer or director is judged liable, only by a court
order. The indemnification is intended to be to the fullest extent permitted by
the laws of the State of Florida

Regarding indemnification for liabilities arising under the Securities Act of
1933, which may be permitted to directors or officers under Florida law, we are
informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable.

                             PRINCIPAL STOCKHOLDERS

The following table sets forth, as of the date of this prospectus, the total
number of shares owned beneficially by our sole officer and director, and key
employees, individually and as a group, and the present owners of 5% or more of
our total outstanding shares.

The stockholder listed below has direct ownership of his shares and possesses
sole voting and dispositive power with respect to the shares.

                                                       Number of     Percentage
Title of Class           Name                        Shares Owned   of Shares(1)
- --------------           ----                        ------------   ------------
Shares of Common Stock   David Johnson (2)              9,000,000         100%
                         2803 Isle Street
                         Rocklin, CA 95765
__________________
(1) Based on 9,000,000 shares outstanding as of February 28, 2010.

(2) The person named above may be deemed to be a "parent" and "promoter" of our
company, within the meaning of such terms under the Securities Act of 1933, Mr.
Johnson is the only "parent" and "promoter" of the company.

For the period ended February 28, 2010, a total of 9,000,000 shares of common
stock were issued to our sole officer and director, all of which are restricted
securities, as defined in Rule 144 of the Rules and Regulations of the SEC
promulgated under the Securities Act. Under Rule 144, the shares can be publicly
sold, subject to volume restrictions and restrictions on the manner of sale,
commencing one year after their acquisition. Under Rule 144, a shareholder can
sell up to 1% of total outstanding shares every three months in brokers'
transactions. Shares purchased in this offering, which will be immediately
resalable, and sales of all of our other shares after applicable restrictions
expire, could have a depressive effect on the market price, if any, of our
common stock and the shares we are offering.

                                       28


Our sole officer and director will continue to own the majority of our common
stock after the offering, regardless of the number of shares sold. Since she
will continue control our company after the offering, investors in this offering
will be unable to change the course of our operations. Thus, the shares we are
offering lack the value normally attributable to voting rights. This could
result in a reduction in value of the shares you own because of their
ineffective voting power. None of our common stock is subject to outstanding
options, warrants, or securities convertible into common stock.

The company is hereby registering 3,000,000 of its common shares, in addition to
the 9,000,000 shares currently issued and outstanding. The price per share is
$0.01 (please see "Plan of Distribution" below).

The 9,000,000 shares currently issued and outstanding were acquired by our sole
officer and director for the period ended, February 28, 2010. We issued a total
of 9,000,000 common shares for consideration of $9,000, which was accounted for
as a purchase of common stock.

                            DESCRIPTION OF SECURITIES

In the event the company receives payment for the sale of their shares, Hidden
Ladder will receive all of the proceeds from such sales. Hidden Ladder is
bearing all expenses in connection with the registration of the shares of the
Company.

COMMON STOCK

The authorized common stock is three hundred million (300,000,000) shares with a
par value of $.0001 for an aggregate par value of thirty thousand dollars
($30,000).

   * have equal ratable rights to dividends from funds legally available if and
when declared by our Board of Directors;

   * are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution or winding
up of our affairs;

   * do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights;

   * and are entitled to one non-cumulative vote per share on all matters on
which stockholders may vote.

We refer you to the Bylaws of our Articles of Incorporation and the applicable
statutes of the State of Florida for a more complete description of the rights
and liabilities of holders of our securities.

NON-CUMULATIVE VOTING

Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors. After this offering is completed, and
assuming all 3,000,000 shares being offered are sold, present stockholders will
own approximately 75% of our outstanding shares.

                                       29


CASH DIVIDENDS

As of the date of this prospectus, we have not declared or paid any cash
dividends to stockholders. The declaration of any future cash dividend will be
at the discretion of our Board of Directors and will depend upon our earnings,
if any, our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.

                                    REPORTING

After we complete this offering, we will not be required to furnish you with an
annual report. Further, we will not voluntarily send you an annual report. We
will be required to file reports with the SEC under section 15(d) of the
Securities Act. The reports will be filed electronically. The reports we will be
required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any
materials we file with the SEC at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains an Internet site that will contain copies of the reports we
file electronically. The address for the Internet site is www.sec.gov.

                              STOCK TRANSFER AGENT

We have not engaged the services of a transfer agent at this time. However,
within the next twelve months we anticipate doing so. Until such a time a
transfer agent is retained, Hidden Ladder will act as its own transfer agent.

                                STOCK OPTION PLAN

The Board of Directors of Hidden Ladder has not adopted a stock option plan
("Stock Option Plan"). The company has no plans to adopt a stock option plan but
may choose to do so in the future. If such a plan is adopted, this plan may be
administered by the board or a committee appointed by the board (the
"Committee"). The committee would have the power to modify, extend or renew
outstanding options and to authorize the grant of new options in substitution
therefore, provided that any such action may not, without the written consent of
the optionee, impair any rights under any option previously granted. Hidden
Ladder may develop an incentive based stock option plan for its officers and
directors and may reserve up to 10% of its outstanding shares of common stock
for that purpose.

                                   LITIGATION

We are not a party to any pending litigation and none is contemplated or
threatened.

                                  LEGAL MATTERS

The validity of the securities offered by this prospectus will be passed upon
for us by Schneider Weinberger & Beilly LLP.

                                     EXPERTS

Our financial statements have been audited for the period ending February 28,
2010 by Lake & Associates CPA's, LLC, as set forth in their report included in
this prospectus. Their report is given upon their authority as experts in
accounting and auditing.

                                       30


                                                        LAKE & ASSOCIATES, CPA'S

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Hidden Ladder, Inc.

We have audited the accompanying balance sheets of Hidden Ladder, Inc. (a
development stage Company) (the "Company") as of February 28, 2010, and the
related statements of operations, stockholders' deficit, and cash flows for the
period February 23, 2010 (inception) through February 28, 2010. Hidden Ladder,
Inc.'s management is responsible for these financial statements. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hidden Ladder, Inc. (a
development stage Company) as of February 28, 2010, and the results of its
operations and its cash flows for the period February 23, 2010 (inception)
through February 28, 2010, 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 further in Note 6, the
Company has been in the development stage since its inception (February 23,
2010) and continues to incur significant losses. The Company's viability is
dependent upon its ability to obtain future financing and the success of its
future operations. These factors raise substantial doubt as to the Company's
ability to continue as a going concern. Management's plan in regard to these
matters is also described in Note 6. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ Lake & Associates, CPA's LLC
Lake & Associates, CPA's LLC
Boca Raton, FL
March 24, 2010


1905 Wright Boulevard                              20283 State Road 7, Suite 300
Schaumburg, IL 60193                                   Boca Raton, Florida 33498

Phone: 847.524.0800                                          Phone: 866.982.9874
Fax: 847.524.1655                                              Fax: 561.982.7985

                                       F-1


                               Hidden Ladder, Inc.
                          (A Development Stage Company)
                                  Balance Sheet
                                February 28, 2010

                                     ASSETS
                                     ------
                                                                    FEBRUARY 28,
                                                                        2010
                                                                    ------------

CURRENT ASSETS
  Cash and cash equivalents .....................................   $     9,000
                                                                    -----------
    Total current assets ........................................         9,000
                                                                    -----------

                                                                    -----------

  TOTAL ASSETS ..................................................   $     9,000
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES
  Accounts payable & Accrued liabilities ........................   $     3,600
                                                                    -----------
    Total liabilities ...........................................         3,600
                                                                    -----------


STOCKHOLDERS' EQUITY
  Capital Stock (Note 4)
    Authorized:
      250,000,000 common shares, $0.0001 par value
    Issued and outstanding shares:
      9,000,000 .................................................   $       900
  Additional paid-in capital ....................................         8,100
  Deficit accumulated during the development stage ..............        (3,600)
                                                                    -----------
  Total Stockholders' Equity ....................................         5,400
                                                                    -----------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ....................   $     9,000
                                                                    ===========

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

                                       F-2


                               Hidden Ladder, Inc.
                          (A Development Stage Company)
                             Statement of Operations
        For the Period February 23, 2010 (Inception) to February 28, 2010

                                                                  For the Period
                                                                  from Inception
                                                                   February 23,
                                                                      2010 to
                                                                   February 28,
                                                                       2010
                                                                  --------------

REVENUES ......................................................   $           -
                                                                  -------------

EXPENSES
  General & Administrative ....................................             100
  Professional Fees ...........................................   $       3,500
                                                                  -------------

Loss Before Income Taxes ......................................   $      (3,600)
                                                                  -------------

Provision for Income Taxes ....................................               -
                                                                  -------------

Net Loss ......................................................   $      (3,600)
                                                                  =============

PER SHARE DATA:

  Basic and diluted loss per common share .....................   $           -
                                                                  =============

  Basic and diluted weighted Average Common shares outstanding        9,000,000
                                                                  =============

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

                                       F-3


                                        Hidden Ladder, Inc.
                                   (A Development Stage Company)
                           Statement of Stockholders' Equity (Deficiency)

                                                                              Deficit
                                                                            Accumulated
                                             Common Stock      Additional   During the
                                          ------------------    Paid-in     Development
                                            Shares    Amount    Capital        Stage        Total
                                          ---------   ------   ----------   -----------   --------
                                                                           
Inception - February 23, 2010 .........           -   $    -   $        -   $        -    $      -

  Common shares issued to Founder for
   cash at $0.001 per share (par value
   $0.0001) on February 23, 2010 ......   9,000,000      900        8,100            -       9,000

  Loss for the period from inception
   on February 23, 2010 to
   February 28, 2010 ..................           -        -            -       (3,600)     (3,600)
                                          ---------   ------   ----------   ----------    --------

Balance - February 28, 2010 ...........   9,000,000   $  900   $    8,100   $   (3,600)   $  5,400
                                          =========   ======   ==========   ==========    ========

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

                                                F-4



                               Hidden Ladder, Inc.
                          (A Development Stage Company)
                             Statement of Cash Flow
        For the Period February 23, 2010 (Inception) to February 28, 2010

                                                                  For the Period
                                                                  from Inception
                                                                   February 23,
                                                                      2010 to
                                                                   February 28,
                                                                       2010
                                                                  --------------

OPERATING ACTIVITIES

  Net Loss .....................................................  $      (3,600)
                                                                  -------------

  Changes in Operating Assets and Liabilities:
    Increase (decrease) in accounts payable
     and accrued liabilities ...................................          3,600
                                                                  -------------
  Net cash used in operating activities ........................              -
                                                                  -------------

FINANCING ACTIVITIES

  Common stock issued for cash .................................          9,000
                                                                  -------------
  Net cash provided by financing activities ....................          9,000
                                                                  -------------


INCREASE IN CASH AND CASH EQUIVALENTS ..........................          9,000

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ...............              -
                                                                  -------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD .....................  $       9,000
                                                                  =============

Supplemental Cash Flow Disclosures:

  Cash paid for:
    Interest expense ...........................................  $           -
                                                                  =============
    Income taxes ...............................................  $           -
                                                                  =============

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

                                       F-5


                               Hidden Ladder, Inc.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
               FEBRUARY 23, 2010 (INCEPTION) TO FEBRUARY 28, 2010

NOTE 1.  GENERAL ORGANIZATION AND BUSINESS

Hidden Ladder, Inc. ("Hidden Ladder") is a development stage company,
incorporated in the State of Florida on February 23, 2010. Hidden Ladder intends
to design a hidden escape ladder for homeowners. It is intended to provide the
homeowner comfort knowing that if there is a fire in their home they will be
able to safely escape from the 2nd story. The ladder is intended to be both
durable and aesthetic. It should neatly fold up and hang under the window for
easy accessibility.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Accounting Basis
- ----------------

These financial statements are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States of
America.

Cash and Cash Equivalents
- -------------------------

For the purpose of the financial statements cash equivalents include all highly
liquid investments with maturity of three months or less.

Earnings (Loss) per Share
- -------------------------

The basic earnings (loss) per share are calculated by dividing the Company's net
income available to common shareholders by the weighted average number of common
shares outstanding during the year. The diluted earnings (loss) per share are
calculated by dividing the Company's net income (loss) available to common
shareholders by the diluted weighted average number of shares outstanding during
the year. The diluted weighted average number of shares outstanding is the basic
weighted number of shares adjusted as of the first of the year for any
potentially dilutive debt or equity. There are no diluted shares outstanding.

Dividends
- ---------

The Company has not adopted any policy regarding payment of dividends. No
dividends have been paid during the period shown, and none are contemplated in
the near future.

                                       F-6


                               Hidden Ladder, Inc.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
               FEBRUARY 23, 2010 (INCEPTION) TO FEBRUARY 28, 2010

Income Taxes
- ------------

The Company adopted FASB ASC 740, Income Taxes, at its inception deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets, including tax loss and credit carryforwards, and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
Deferred income tax expense represents the change during the period in the
deferred tax assets and deferred tax liabilities. The components of the deferred
tax assets and liabilities are individually classified as current and
non-current based on their characteristics. 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. No
deferred tax assets or liabilities were recognized as of February 28, 2010.

Advertising
- -----------

The Company will expense advertising as incurred. The advertising since
inception has been $0.00.

Use of Estimates
- ----------------

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

Revenue and Cost Recognition
- ----------------------------

The Company has no current source of revenue; therefore the Company has not yet
adopted any policy regarding the recognition of revenue or cost.

Property
- --------

The company does not own any real estate or other properties. The company's
office is located 2803 Isle Street, Rocklin CA 95765. Our contact number is
530.409.0453. The business office is located at the home of David Johnson, the
CEO of the company, at no charge to the company.

                                       F-7


                               Hidden Ladder, Inc.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
               FEBRUARY 23, 2010 (INCEPTION) TO FEBRUARY 28, 2010

Recently Issued Accounting Pronouncements
- -----------------------------------------

The Company has adopted all recently issued accounting pronouncements. The
adoption of the accounting pronouncements, including those not yet effective, is
not anticipated to have a material effect on the financial position or results
of operations of the Company.

NOTE 3.  INCOME TAXES

The Company provides for income taxes under ASC Topic 740 which requires the use
of an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect currently.

ASC Topic 740 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized. In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Details for
the last three years follow:

Year Ended February 28,           2010
- -----------------------          ------
      Deferred Tax Asset .....   $ 0.00
      Valuation Allowance ....     0.00
      Current Taxes Payable ..     0.00
                                 ------
      Income Tax Expense .....   $ 0.00
                                 ======

The Company has filed no income tax returns since inception.

NOTE 4.  STOCKHOLDERS' EQUITY

Common Stock
- ------------

On February 23, 2010, the Company issued 9,000,000 of its $0.0001 par value
common stock for $9,000 cash to the founder of the Company. The issuance of the
shares was made to the sole officer and director of the Company and an
individual who is a sophisticated and accredited investor, therefore, the
issuance was exempt from registration of the Securities Act of 1933 by reason of
Section 4 (2) of that Act.

There are 250,000,000 Common Shares at $0.0001 par value Authorized with
9,000,000 Issued and Outstanding as of February 28, 2010.

                                       F-8


                               Hidden Ladder, Inc.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
               FEBRUARY 23, 2010 (INCEPTION) TO FEBRUARY 28, 2010

NOTE 5.  RELATED PARTY TRANSACTIONS

The officer and director of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities that become available. They may face a conflict in selecting
between the Company and other business interests. The Company has not formulated
a policy for the resolution of such conflicts.

NOTE 6.  GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. For the period February 23, 2010 (date
of inception) through February 28, 2010 the Company has had a net loss of
$3,600. As of February 28, 2010, the Company has not emerged from the
development stage. In view of these matters, recoverability of any asset amounts
shown in the accompanying financial statements is dependent upon the Company's
ability to begin operations and to achieve a level of profitability. Since
inception, the Company has financed its activities principally from the sale of
equity securities. The Company intends on financing its future development
activities and its working capital needs largely from loans and the sale of
public equity securities with some additional funding from other traditional
financing sources, including term notes, until such time that funds provided by
operations are sufficient to fund working capital requirements.

NOTE 7.  CONCENTRATIONS OF RISKS

Cash Balances
- -------------

The Company maintains its cash in institutions insured by the Federal Deposit
Insurance Corporation (FDIC). All other deposit accounts at FDIC-insured
institutions were insured up to at least $250,000 per depositor until December
31, 2009. On January 1, 2010, FDIC deposit insurance for all deposit accounts,
except for certain retirement accounts, returned to $100,000 per depositor. The
Company had no deposits in excess of insured amounts as of February 28, 2010.

NOTE 8.  SUBSEQUENT EVENTS

The Company has evaluated subsequent events through March 24 2010, the date
which the financial statements were available to be issued, and no such events
have occurred.

                                       F-9


               PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The registrant will pay for all expenses incurred by this offering. Whether or
not all of the offered shares are sold, these expenses are estimated as follows:

                  SEC Filing Fee and Printing ..   $ 1,000 *
                  Transfer Agent ...............         0
                                                   -------
                       TOTAL ...................   $ 1,000
                                                   -------
                  * estimate

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under the Florida Business Corporation Act, we can indemnify our directors and
officers against liabilities they may incur in such capacities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
Our certificate of incorporation provides that, pursuant to Florida law, our
directors shall not be liable for monetary damages for breach of the directors'
fiduciary duty of care to us and our stockholders. This provision in the
certificate of incorporation does not eliminate the duty of care, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Florida law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to us or our stockholders, for acts or omissions not
in good faith or involving intentional misconduct or knowing violations of law,
for any transaction from which the director directly or indirectly derived an
improper personal benefit, and for payment of dividends or approval of stock
repurchases or redemptions that are unlawful under Florida law. The provision
also does not affect a director's responsibilities under any other law, such as
the federal securities laws or state or federal environmental laws.

Our bylaws provide for the indemnification of our directors and officers to the
fullest extent permitted by the Florida Business Corporation Act. We are not,
however, required to indemnify any director or officer in connection with any
(a) willful misconduct, (b) willful neglect, or (c) gross negligence toward or
on behalf of us in the performance of his or his duties as a director or
officer. We are required to advance, prior to the final disposition of any
proceeding, promptly on request, all expenses incurred by any director or
officer in connection with that proceeding on receipt of any undertaking by or
on behalf of that director or officer to repay those amounts if it should be
determined ultimately that he or she is not entitled to be indemnified under our
bylaws or otherwise.

We have been advised that, in the opinion of the SEC, any indemnification for
liabilities arising under the Securities Act of 1933 is against public policy,
as expressed in the Securities Act, and is, therefore, unenforceable.

                                      II-1


ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

(a) Prior sales of common shares

Hidden Ladder, Inc. is authorized to issue up to 300,000,000 shares of common
stock with a par value of $0.0001. For the period ended February 28, 2010, we
had issued 9,000,000 common shares to our sole officer and director for a total
consideration of $9,000. The issuance of the shares was made to the sole officer
and director of the Company and an individual who is a sophisticated and
accredited investor, therefore, the issuance was exempt from registration of the
Securities Act of 1933 by reason of Section 4 (2) of that Act.

Hidden Ladder, Inc. is not listed for trading on any securities exchange in the
United States, and there has been no active market in the United States or
elsewhere for the common shares.

During the past year, Hidden Ladder, Inc. has sold the following securities
which were not registered under the Securities Act of 1933, as amended:

For the period ended February 28, 2010, Hidden Ladder, Inc. issued 9,000,000
shares of common stock to the sole officer and director for cash proceeds of
$9,000 at 0.001 per share.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following exhibits are filed as part of this registration statement,
pursuant to Item 601 of Regulation K. All exhibits have been previously filed
unless otherwise noted.

EXHIBIT NO.   DOCUMENT DESCRIPTION
- -----------   --------------------
3.1           Articles of Incorporation of Hidden Ladder, Inc.*

3.2           Bylaws of Hidden Ladder, Inc.*

4.1           Specimen Stock Certificate of Hidden Ladder, Inc.*

5.1           Opinion of Counsel (to be supplied by amendment).

14.1          Code of Business Conduct and Ethics.*

23.1          Consent of Accountants.*

23.2          Consent of Counsel (to be supplied by amendment).

99.1          Subscription Documents and Procedure of Hidden Ladder, Inc.*
_________________
* Filed herewith

                                      II-2


(B) DESCRIPTION OF EXHIBITS

EXHIBIT 3.1 Articles of Incorporation of Hidden Ladder, Inc.

EXHIBIT 3.2 Bylaws of Hidden Ladder, Inc.

EXHIBIT 4.1 Specimen Stock Certificate of Hidden Ladder, Inc.

EXHIBIT 5.1 Opinion of Counsel.

EXHIBIT 14.1 Code of Business Conduct and Ethics.

EXHIBIT 23.1 Consent of Accountants

EXHIBIT 23.2 Consent of Counsel.

EXHIBIT 99.1 Subscription Documents and Procedure of Hidden Ladder, Inc.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

1.    To file, during any period in which offers or sales are being made, a
      post-effective amendment to this registration statement:

      i.    To include any prospectus required by Section 10(a)(3) of the
            Securities Act of 1933;

      ii.   To reflect in the prospectus any facts or events arising after the
            effective date of the registration statement (or the most recent
            post-effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set
            forth in the registration statement. Notwithstanding the foregoing,
            any increase or decrease in the volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than 20% change in the maximum aggregate offering price set forth in
            the "Calculation of Registration Fee" table in the effective
            registration statement.

      iii.  To include any material information with respect to the plan of
            distribution not previously disclosed in the registration statement
            or any material change to such information in the registration
            statement.

2.    That, for the purpose of determining any liability under the Securities
      Act of 1933, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the offering of such securities at that time shall be deemed to be the
      initial bona fide offering thereof.

3.    To remove from registration by means of a post-effective amendment any of
      the securities being registered that remain unsold at the termination of
      the offering.

                                      II-3


4.    That, for the purpose of determining liability under the Securities Act of
      1933 to any purchaser:

      i.    If the registrant is subject to Rule 430C, each prospectus filed
            pursuant to Rule 424(b) as part of a registration statement relating
            to an offering, other than registration statements relying on Rule
            430B or other than prospectuses filed in reliance on Rule 430A,
            shall be deemed to be part of and included in the registration
            statement as of the date it is first used after effectiveness.
            Provided, however, that no statement made in a registration
            statement or prospectus that is part of the registration statement
            or made in a document incorporated or deemed incorporated by
            reference into the registration statement or prospectus that is part
            of the registration statement will, as to a purchaser with a time of
            contract of sale prior to such first use, supersede or modify any
            statement that was made in the registration statement or prospectus
            that was part of the registration statement or made in any such
            document immediately prior to such date of first use.

5.    That, for the purpose of determining liability of the registrant under the
      Securities Act of 1933 to any purchaser in the initial distribution of the
      securities: The undersigned registrant undertakes that in a primary
      offering of securities of the undersigned registrant pursuant to this
      registration statement, regardless of the underwriting method used to sell
      the securities to the purchaser, if the securities are offered or sold to
      such purchaser by means of any of the following communications, the
      undersigned registrant will be a seller to the purchaser and will be
      considered to offer or sell such securities to such purchaser:

      i.    Any preliminary prospectus or prospectus of the undersigned
            registrant relating to the offering required to be filed pursuant to
            Rule 424;

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

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

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

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

                                      II-4


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on this Form S-1. Furthermore, the registrant has
authorized this registration statement and has duly caused this Form S-1
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Rocklin, CA 95765, on this 25 day of March, 2010.

Hidden Ladder, Inc.

/s/ David Johnson
- -----------------
David Johnson
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer


Know all men by these present, that each person whose signature appears below
constitutes and appoints David Johnson, as agent, with full power of
substitution, for his and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this registration statement, and to file the same, therewith, with the
Securities and Exchange Commission, and to make any and all state securities law
filings, granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite or necessary to be done
in about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying the confirming all that said attorney-in-fact and
agent, or any substitute or substitutes, may lawfully do or cause to be done by
virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this
Form S-1 registration statement has been signed by the following persons in the
capacities and on the dates indicated:

/s/ David Johnson                         March 25, 2010
- -----------------
David Johnson
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer

                                      II-5

EX-3.(I)

                                   EXHIBIT 3.1

                            ARTICLES OF INCORPORATION
                            -------------------------
                                       OF
                                       --
                               HIDDEN LADDER, INC.
                               -------------------

         The undersigned, a natural person competent to contract, does hereby
make, subscribe and file these Articles of Incorporation for the purpose of
organizing a corporation under the laws of the State of Florida.

                                    ARTICLE I
                                 CORPORATE NAME
                                 --------------

         The name of this Corporation shall be: HIDDEN LADDER, INC..

                                   ARTICLE II
                      PRINCIPAL OFFICE AND MAILING ADDRESS
                      ------------------------------------

         The principal office and mailing address of the Corporation is 2303
Isle Street, Rocklin, CA 95765.

                                   ARTICLE III
                     NATURE OF CORPORATE BUSINESS AND POWERS
                     ---------------------------------------

         The general nature of the business to be transacted by this Corporation
shall be to engage in any and all lawful business permitted under the laws of
the United States and the State of Florida.

                                   ARTICLE IV
                                  CAPITAL STOCK
                                  -------------

         The maximum number of shares that this Corporation shall be authorized
to issue and have outstanding at any one time shall be three hundred million
(300,000,000) shares of Common Stock, par value $.0001 per share.

                                    ARTICLE V
                                TERM OF EXISTENCE
                                -----------------

         This Corporation shall have perpetual existence.

                                   ARTICLE VI
                              REGISTERED AGENT AND
                      INITIAL REGISTERED OFFICE IN FLORIDA
                      ------------------------------------

         The Registered Agent and the street address of the initial Registered
Office of this Corporation in the State of Florida shall be:



                                 Steven Sanders
                             7865 Amethyst Lake Pt.
                              Lake Worth, FL 33467

                                   ARTICLE VII
                               BOARD OF DIRECTORS
                               ------------------

         This corporation shall have one (1) Director initially.

                                David C. Johnson
                                2803 Isle Street
                                Rocklin, CA 95765

                                  ARTICLE VIII
                                  INCORPORATOR
                                  ------------

         The name address of the person signing these Articles of Incorporation
as the Incorporator is Steven Sanders, 7865 Amethyst Lake Pt., Lake Worth, FL
33467.

                                   ARTICLE IX
                                 INDEMNIFICATION
                                 ---------------

         To the fullest extent permitted by the Florida Business Corporation
Act, the Corporation shall indemnify, or advance expenses to, any person made,
or threatened to be made, a party to any action, suit or proceeding by reason of
the fact that such person (i) is or was a director of the Corporation; (ii) is
or was serving at the request of the Corporation as a director of another
corporation, provided that such person is or was at the time a director of the
Corporation; or (iv)is or was serving at the request of the Corporation as an
officer of another Corporation, provided that such person is or was at the time
a director of the corporation or a director of such other corporation, serving
at the request of the Corporation. Unless otherwise expressly prohibited by the
Florida Business Corporation Act, and except as otherwise provided in the
previous sentence, the Board of Directors of the Corporation shall have the sole
and exclusive discretion, on such terms and conditions as it shall determine, to
indemnify, or advance expenses to, any person made, or threatened to be made, a
party to any action, suit, or proceeding by reason of the fact such person is or
was an officer, employee or agent of the Corporation as an officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise.

                                    ARTICLE X
                             AFFILIATED TRANSACTIONS
                             -----------------------

         This Corporation expressly elects not to be governed by Section
607.0901 of the Florida Business Corporation Act, as amended from time to time,
relating to affiliated transactions.

                                        2


                                   ARTICLE XI
                           CONTROL SHARE ACQUISITIONS
                           --------------------------

         This Corporation expressly elects to be governed by Section 607.0902 of
the Florida Business Corporation Act, as amended from time to time, relating to
control share acquisitions.

         IN WITNESS WHEREOF, the undersigned Incorporator has executed the
foregoing Articles of Incorporation on the 11 day of February 2010.


                                       /s/ Steven Sanders
                                       ------------------
                                       Steven Sanders, Incorporator

                                        3


                    CERTIFICATE DESIGNATING REGISTERED AGENT
                       AND OFFICE FOR SERVICE FOR PROCESS

         Hidden Ladder, Inc., a corporation existing under the laws of the State
of Florida with its principal office and mailing address at has 2303 Isle
Street, Rocklin, CA 95765 named Steven Sanders whose address is 7865 Amethyst
Lake Pt., Lake Worth, FL 33467 as its agent to accept service of process within
the State of Florida.

                                   ACCEPTANCE:
                                   -----------

         Having been named to accept service of process for the above-named
Corporation, at the place designated in this Certificate, I hereby accept the
appointment as Registered Agent, and agree to comply with all applicable
provisions of law. In addition, I hereby am familiar with and accept the duties
and responsibilities as Registered Agent for said Corporation.


                                       /s/ Steven Sanders
                                       ------------------
                                       Steven Sanders

                                        4

EX-3.(II)

                                   EXHIBIT 3.2






                                     BY-LAWS

                                       OF

                               HIDDEN LADDER, INC.

                              a Florida corporation








                                      INDEX

                                                                            PAGE

                                    ARTICLE I

                                     OFFICES

Section 1.01     Principal Office...........................................   1

Section 1.02     Registered Office..........................................   1

Section 1.03     Other Offices..............................................   1

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

Section 2.01     Annual Meeting.............................................   1

Section 2.02     Special Meetings...........................................   1

Section 2.03     Shareholders' List for Meeting.............................   2

Section 2.04     Record Date................................................   2

Section 2.05     Notice of Meetings and Adjournment.........................   3

Section 2.06     Waiver of Notice...........................................   4

                                   ARTICLE III

                               SHAREHOLDER VOTING

Section 3.01     Voting Group Defined.......................................   4

Section 3.02     Quorum and Voting Requirements for
                       Voting Groups........................................   4


Section 3.03     Action by Single and Multiple Voting
                       Groups...............................................   5

Section 3.04     Shareholder Quorum and Voting; Greater
                       or Lesser Voting Requirements........................   5

                                        i


Section 3.05     Voting for Directors; Cumulative Voting....................   6

Section 3.06     Voting Entitlement of Shares...............................   6

Section 3.07     Proxies....................................................   7

Section 3.08     Shares Held by Nominees....................................   8

Section 3.09     Corporation's Acceptance of Votes..........................   9

Section 3.10     Action by Shareholders Without Meeting.....................  10

                                   ARTICLE IV

                         BOARD OF DIRECTORS AND OFFICERS

Section 4.01     Qualifications of Directors................................  10

Section 4.02     Number of Directors........................................  10

Section 4.03     Terms of Directors Generally...............................  10

Section 4.04     Staggered Terms for Directors..............................  11

Section 4.05     Vacancy on Board...........................................  11

Section 4.06     Compensation of Directors..................................  11

Section 4.07     Meetings...................................................  11

Section 4.08     Action by Directors Without a Meeting......................  12

Section 4.09     Notice of Meetings.........................................  12

Section 4.10     Waiver of Notice...........................................  12

Section 4.11     Quorum and Voting..........................................  12

Section 4.12     Committees.................................................  13

Section 4.13     Loans to Officers, Directors and
                       Employees; Guaranty of Obligations...................  14

Section 4.14     Required Officers..........................................  14

Section 4.15     Duties of Officers.........................................  14

                                       ii


Section 4.16     Resignation and Removal of Officers........................  14

Section 4.17     Contract Rights of Officers................................  15

Section 4.18     General Standards for Directors............................  15

Section 4.19     Director Conflicts of Interest.............................  16

Section 4.20     Resignation of Directors...................................  16

                                    ARTICLE V

                     INDEMNIFICATION OF DIRECTORS, OFFICERS,
                              EMPLOYEES AND AGENTS

Section 5.01     Directors, Officers, Employees
                       and Agents...........................................  17

                                   ARTICLE VI

                                OFFICE AND AGENT

Section 6.01     Registered Office and Registered Agent.....................  20

Section 6.02     Change of Registered Office or Registered
                       Agent; Resignation of Registered Agent...............  21

                                   ARTICLE VII

                   SHARES, OPTION, DIVIDENDS AND DISTRIBUTIONS

Section 7.01     Authorized Shares..........................................  21

Section 7.02     Terms of Class or Series Determined
                       by Board of Directors................................  22

Section 7.03     Issued and Outstanding Shares..............................  23

Section 7.04     Issuance of Shares.........................................  23

Section 7.05     Form and Content of Certificates...........................  24

Section 7.06     Shares Without Certificates................................  24

                                       iii


Section 7.07     Restriction on Transfer of Shares
                       and Other Securities.................................  25

Section 7.08     Shareholder's Pre-emptive Rights...........................  25

Section 7.09     Corporation's Acquisition of its
                       Own Shares...........................................  25

Section 7.10     Share Options..............................................  25

Section 7.11     Terms and Conditions of Stock Rights
                       and Options..........................................  26

Section 7.12     Share Dividends............................................  26

Section 7.13     Distributions to Shareholders..............................  27

                                  ARTICLE VIII

                        AMENDMENT OF ARTICLES AND BYLAWS

Section 8.01     Authority to Amend the Articles of
                       Incorporation........................................  28

Section 8.02     Amendment by Board of Directors............................  28

Section 8.03     Amendment of Bylaws by Board of
                       Directors............................................  29

Section 8.04     Bylaw Increasing Quorum or Voting
                       Requirements for Directors...........................  29

                                   ARTICLE IX

                               RECORDS AND REPORT

Section 9.01     Corporate Records..........................................  29

Section 9.02     Financial Statements for Shareholders......................  30

Section 9.03     Other Reports to Shareholders..............................  31

Section 9.04     Annual Report for Department of State......................  31

                                       iv


                                    ARTICLE X

                                  MISCELLANEOUS

Section 10.01    Definition of the "Act"....................................  32

Section 10.02    Application of Florida Law.................................  32

Section 10.03    Fiscal Year................................................  32

Section 10.04    Conflicts with Articles of
                       Incorporation........................................  32

Section 10.05    Emergency By-Laws..........................................  32

                                        v


                                    ARTICLE I

                                     OFFICES

SECTION 1.01. PRINCIPAL OFFICE.

         The initial registered office of the Corporation shall be 2803 Isle
Street Rocklin, CA 95765.

SECTION 1.02. REGISTERED OFFICE.

         The registered office of the corporation in the State of Florida shall
be at the office of its registered agent as stated in the articles of
incorporation or as the board of directors shall from time to time determine.

SECTION 1.03. OTHER OFFICES.

         The corporation may have additional offices at such other places,
either within or without the State of Florida, as the board of directors may
from time to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

SECTION 2.01. ANNUAL MEETING.

         (1) The corporation shall hold a meeting of shareholders annually, for
the election of directors and for the transaction of any proper business, at a
time stated in or fixed in accordance with a resolution of the board of
directors.

         (2) Annual shareholders' meeting may be held in or out of the State of
Florida at a place stated in or fixed in accordance with a resolution by the
board of directors or, when not inconsistent with the board of directors'
resolution stated in the notice of the annual meeting. If no place is stated in
or fixed in accordance with these bylaws, or stated in the notice of the annual
meeting, annual meetings shall be held at the corporation's principal office.

         (3) The failure to hold the annual meeting at the time stated in or
fixed in accordance with these bylaws or pursuant to the Act does not affect the
validity of any corporate action and shall not work a forfeiture of or
dissolution of the corporation.

SECTION 2.02. SPECIAL MEETING.

         (1) The corporation shall hold a special meeting of shareholders:

                                       1


                  (a) On call of its board of directors or the person or persons
authorized to do so by the board of directors; or

                  (b) If the holders of not less than 10% of all votes entitled
to be cast on any issue proposed to be considered at the proposed special
meeting sign, date and deliver to the corporation's secretary one or more
written demands for the meeting describing the purpose or purposes for which it
is to be held.

         (2) Special shareholders' meetings may be held in or out of the State
of Florida at a place stated in or fixed in accordance with a resolution of the
board of directors, or, when not inconsistent with the board of directors'
resolution, in the notice of the special meeting. If no place is stated in or
fixed in accordance with these bylaws or in the notice of the special meeting,
special meetings shall be held at the corporation's principal office.

         (3) Only business within the purpose or purposes described in the
special meeting notice may be conducted at a special shareholders' meeting.

SECTION 2.03. SHAREHOLDERS' LIST FOR MEETING.

         (1) After fixing a record date for a meeting, a corporation shall
prepare a list of the names of all its shareholders who are entitled to notice
of a shareholders' meeting, in accordance with the Florida Business Corporation
Act (the "Act"), or arranged by voting group, with the address of, and the
number and class and series, if any, of shares held by, each.

         (2) The shareholders' list must be available for inspection by any
shareholder for a period of ten days prior to the meeting or such shorter time
as exists between the record date and the meeting and continuing through the
meeting at the corporation's principal office, at a place identified in the
meeting notice in the city where the meeting will be held, or at the office of
the corporation's transfer agent or registrar. A shareholder or his agent or
attorney is entitled on written demand to inspect the list (subject to the
requirements of Section 607.1602(3) of the Act), during regular business hours
and at his expense, during the period it is available for inspection.

         (3) The corporation shall make the shareholders' list available at the
meeting, and any shareholder or his agent or attorney is entitled to inspect the
list at any time during the meeting or any adjournment.

SECTION 2.04. RECORD DATE.

         (1) The board of directors may set a record date for purposes of
determining the shareholders entitled to notice of and to vote at a
shareholders' meeting; however, in no event may a record date fixed by the board
of directors be a date preceding the date upon which the resolution fixing the
record date is adopted.

                                       2


         (2) Unless otherwise fixed by the board of directors, the record date
for determining shareholders entitled to demand a special meeting is the date
the first shareholder delivers his demand to the corporation. In the event that
the board of directors sets the record date for a special meeting of
shareholders, it shall not be a date preceding the date upon which the
corporation receives the first demand from a shareholder requesting a special
meeting.

         (3) If no prior action is required by the board of directors pursuant
to the Act, and, unless otherwise fixed by the board of directors, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the corporation under
Section 607.0704 of the Act. If prior action is required by the board of
directors pursuant to the Act, the record date for determining shareholders
entitled to take action without a meeting is at the close of business on the day
on which the board of directors adopts the resolution taking such prior action.

         (4) Unless otherwise fixed by the board of directors, the record date
for determining shareholders entitled to notice of and to vote at an annual or
special shareholders' meeting is the close of business on the day before the
first notice is delivered to shareholders.

         (5) A record date may not be more than 70 days before the meeting or
action requiring a determination of shareholders.

         (6) A determination of shareholders entitled to notice of or to vote at
a shareholders' meeting is effective for any adjournment of the meeting unless
the board of directors fixes a new record date, which it must do if the meeting
is adjourned to a date more than one 120 days after the date fixed for the
original meeting.

SECTION 2.05. NOTICE OF MEETINGS AND ADJOURNMENT.

         (1) The corporation shall notify shareholders of the date, time and
place of each annual and special shareholders' meeting no fewer than 10 or more
than 60 days before the meeting date. Unless the Act requires otherwise, the
corporation is required to give notice only to shareholders entitled to vote at
the meeting. Notice shall be given in the manner provided in Section 607.0141 of
the Act, by or at the direction of the president, the secretary, of the officer
or persons calling the meeting. If the notice is mailed at least 30 days before
the date of the meeting, it may be done by a class of United States mail other
than first class. Notwithstanding Section 607.0141, if mailed, such notice shall
be deemed to be delivered when deposited in the United Statement mail addressed
to the shareholder at his address as it appears on the stock transfer books of
the corporation, with postage thereon prepaid.

         (2) Unless the Act or the articles of incorporation requires otherwise,
notice of an annual meeting need not include a description of the purpose or
purposes for which the meeting is called.

         (3) Notice of a special meeting must include a description of the
purpose or purposes for which the meeting is called.

                                       3


         (4) If an annual or special shareholders meeting is adjourned to a
different date, time, or place, notice need not be given of the new date, time,
or place if the new date, time or place is announced at the meeting before
adjournment is taken, and any business may be transacted at the adjourned
meeting that might have been transacted on the original date of the meeting. If
a new record date is or must be fixed under Section 607.0707 of the Act,
however, notice of the adjourned meeting must be given under this section to
persons who are shareholders as of the new record date who are entitled to
notice of the meeting.

         (5) Notwithstanding the foregoing, no notice of a shareholders' meeting
need be given if: (a) an annual report and proxy statements for two consecutive
annual meetings of shareholders, or (b) all, and at least two checks in payment
of dividends or interest on securities during a 12-month period, have been sent
by first-class United States mail, addressed to the shareholder at his address
as it appears on the share transfer books of the corporation, and returned
undeliverable. The obligation of the corporation to give notice of a
shareholders' meeting to any such shareholder shall be reinstated once the
corporation has received a new address for such shareholder for entry on its
share transfer books.

SECTION 2.06. WAIVER OF NOTICE.

         (1) A shareholder may waive any notice required by the Act, the
articles of incorporation, or bylaws before or after the date and time stated in
the notice. The waiver must be in writing, be signed by the shareholder entitled
to the notice, and be delivered to the corporation for inclusion in the minutes
or filing with the corporate records. Neither the business to be transacted at
nor the purpose of any regular or special meeting of the shareholders need be
specified in any written waiver of notice.

         (2) A shareholder's attendance at a meeting: (a) Waives objection to
lack of notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting; or (b) waives objection to consideration of a particular matter
at the meeting that is not within the purpose or purposes described in the
meeting notice, unless the shareholder objects to considering the matter when it
is presented.

                                   ARTICLE III

                               SHAREHOLDER VOTING

SECTION 3.01. VOTING GROUP DEFINED.

         A "voting group" means all shares of one or more classes or series that
under the articles of incorporation or the Act are entitled to vote and be
counted together collectively on a matter at a meeting of shareholders. All
shares entitled by the articles of incorporation or the Act to vote generally on
the matter are for that purpose a single voting group.

SECTION 3.02. QUORUM AND VOTING REQUIREMENTS FOR VOTING GROUPS.

                                       4


         (1) Shares entitled to vote as a separate voting group may take action
on a matter at a meeting only if a quorum of those shares exists with respect to
that matter. Unless the articles of incorporation or the Act provides otherwise,
a majority of the votes entitled to be cast on the matter by the voting group
constitutes a quorum of that voting group for action on that matter.

         (2) Once a share is represented for any purpose at a meeting, it is
deemed present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.

         (3) If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation or the Act requires a greater number of affirmative
votes.

SECTION 3.03. ACTION BY SINGLE AND MULTIPLE VOTING GROUPS.

         (1) If the articles of incorporation or the Act provides for voting by
a single voting group on a matter, action on that matter is taken when voted
upon by that voting group as provided in Section 3.02 of these bylaws.

         (2) If the articles of incorporation or the Act provides for voting by
two or more voting groups on a matter, action on that matter is taken only when
voted upon by each of those voting groups counted separately as provided in
Section 3.02 of these bylaws. Action may be taken by one voting group on a
matter even though no action is taken by another voting group entitled to vote
on the matter.

SECTION 3.04. SHAREHOLDER QUORUM AND VOTING; GREATER OR LESSER VOTING
              REQUIREMENTS.

         (1) A majority of the shares entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of shareholders, but in no
event shall a quorum consist of less than one-third of the shares entitled to
vote. When a specified item of business is required to be voted on by a class or
series of stock, a majority of the shares of such class or series shall
constitute a quorum for the transaction of such item of business by that class
or series.

         (2) An amendment to the articles of incorporation that adds, changes or
deletes a greater or lesser quorum or voting requirement must meet the same
quorum requirement and be adopted by the same vote and voting groups required to
take action under the quorum and voting requirements then in effect or proposed
to be adopted, whichever is greater.

         (3) If a quorum exists, action on a matter, other than the election of
directors, is approved if the votes cast by the holders of the shares
represented at the meeting and entitled to vote on the subject matter favoring
the action exceed the votes cast opposing the action, unless a greater number of
affirmative votes or voting by classes is required by the Act or the articles of
incorporation.

                                       5


         (4) After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, so as to reduce the number of shares
entitled to vote at the meeting below the number required for a quorum, shall
not affect the validity of any action taken at the meeting or any adjournment
thereof.

         (5) The articles of incorporation may provide for a greater voting
requirement or a greater or lesser quorum requirement for shareholders (or
voting groups of shareholders) than is provided by the Act, but in no event
shall a quorum consist of less than one-third of the shares entitled to vote.

SECTION 3.05. VOTING FOR DIRECTORS; CUMULATIVE VOTING.

         (1) Directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present.

         (2) Each shareholder who is entitled to vote at an election of
directors has the right to vote the number of shares owned by him for as many
persons as there are directors to be elected and for whose election he has a
right to vote. Shareholders do not have a right to cumulate their votes for
directors unless the articles of incorporation so provide.

SECTION 3.06. VOTING ENTITLEMENT OF SHARES.

         (1) Unless the articles of incorporation or the Act provides otherwise,
each outstanding share, regardless of class, is entitled to one vote on each
matter submitted to a vote at a meeting of shareholders. Only shares are
entitled to vote.

         (2) The shares of the corporation are not entitled to vote if they are
owned, directly or indirectly, by a second corporation, domestic or foreign, and
the first corporation owns, directly or indirectly, a majority of shares
entitled to vote for directors of the second corporation.

         (3) This section does not limit the power of the corporation to vote
any shares, including its own shares, held by it in a fiduciary capacity.

         (4) Redeemable shares are not entitled to vote on any matter, and shall
not be deemed to be outstanding, after notice of redemption is mailed to the
holders thereof and a sum sufficient to redeem such shares has been deposited
with a bank, trust company, or other financial institution upon an irrevocable
obligation to pay the holders the redemption price upon surrender of the shares.

         (5) Shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent, or proxy as the bylaws of the
corporate shareholder may prescribe or, in the absence of any applicable
provision, by such person as the board of directors of the corporate shareholder
may designate. In the absence of any such designation or in case of conflicting
designation by the corporate shareholder, the chairman of the board, the
president, any vice president, the secretary, and the treasurer of the corporate
shareholder, in that order, shall be presumed to be fully authorized to vote
such shares.

                                       6


         (6) Shares held by an administrator, executor, guardian, personal
representative, or conservator may be voted by him, either in person or by
proxy, without a transfer of such shares into his name. Shares standing in the
name of a trustee may be voted by him, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him without a transfer of such
shares into his name or the name of his nominee.

         (7) Shares held by or under the control of a receiver, a trustee in
bankruptcy proceedings, or an assignee for the benefit of creditors may be voted
by him without the transfer thereof into his name.

         (8) If a share or shares stand of record in the names of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, tenants by the entirety, or otherwise, or if two or more persons have
the same fiduciary relationship respecting the same shares, unless the secretary
of the corporation is given notice to the contrary and is furnished with a copy
of the instrument or order appointing them or creating the relationship wherein
it is so provided, then acts with respect to voting have the following effect:

                  (a) If only one votes, in person or in proxy, his act binds
all;

                  (b) If more than one vote, in person or by proxy, the act of
the majority so voting binds all;

                  (c) If more than one vote, in person or by proxy, but the vote
is evenly split on any particular matter, each faction is entitled to vote the
share or shares in question proportionally;

                  (d) If the instrument or order so filed shows that any such
tenancy is held in unequal interest, a majority or a vote evenly split for
purposes of this subsection shall be a majority or a vote evenly split in
interest;

                  (e) The principles of this subsection shall apply, insofar as
possible, to execution of proxies, waivers, consents, or objections and for the
purpose of ascertaining the presence of a quorum;

                  (f) Subject to Section 3.08 of these bylaws, nothing herein
contained shall prevent trustees or other fiduciaries holding shares registered
in the name of a nominee from causing such shares to be voted by such nominee as
the trustee or other fiduciary may direct. Such nominee may vote shares as
directed by a trustee or their fiduciary without the necessity of transferring
the shares to the name of the trustee or other fiduciary.

SECTION 3.07. PROXIES.

         (1) A shareholder, other person entitled to vote on behalf of a
shareholder pursuant to Section 3.06 of these bylaws, or attorney in fact may
vote the shareholder's shares in person or by proxy.

                                       7


         (2) A shareholder may appoint a proxy to vote or otherwise act for him
by signing an appointment form, either personally or by his attorney in fact. An
executed telegram or cablegram appearing to have been transmitted by such
person, or a photographic, photostatic, or equivalent reproduction of an
appointment form, is a sufficient appointment form.

         (3) An appointment of a proxy is effective when received by the
secretary or other officer or agent authorized to tabulate votes. An appointment
is valid for up to 11 months unless a longer period is expressly provided in the
appointment form.

         (4) The death or incapacity of the shareholder appointing a proxy does
not affect the right of the corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the secretary or other officer
or agent authorized to tabulate votes before the proxy exercises his authority
under the appointment.

         (5) An appointment of a proxy is revocable by the shareholder unless
the appointment form conspicuously states that it is irrevocable and the
appointment is coupled with an interest. Appointments coupled with an interest
include the appointment of: (a) a pledgee; (b) a person who purchased or agreed
to purchase the shares; (c) a creditor of the corporation who extended credit to
the corporation under terms requiring the appointment; (d) an employee of the
corporation whose employment contract requires the appointment; or (e) a party
to a voting agreement created in accordance with the Act.

         (6) An appointment made irrevocable under this section becomes
revocable when the interest with which it is coupled is extinguished and, in a
case provided for in Subsection 5(c) or 5(d), the proxy becomes revocable three
years after the date of the proxy or at the end of the period, if any, specified
herein, whichever is less, unless the period of irrevocability is renewed from
time to time by the execution of a new irrevocable proxy as provided in this
section. This does not affect the duration of a proxy under subsection (3).

         (7) A transferee for value of shares subject to an irrevocable
appointment may revoke the appointment if he did not know of its existence when
he acquired the shares and the existence of the irrevocable appointment was not
noted conspicuously on the certificate representing the shares or on the
information statement for shares without certificates.

         (8) Subject to Section 3.09 of these bylaws and to any express
limitation on the proxy's authority appearing on the face of the appointment
form, a corporation is entitled to accept the proxy's vote or other action as
that of the shareholder making the appointment.

         (9) If an appointment form expressly provides, any proxy holder may
appoint, in writing, a substitute to act in his place.

SECTION 3.08. SHARES HELD BY NOMINEES.

         (1) The corporation may establish a procedure by which the beneficial
owner of shares that are registered in the name of a nominee is recognized by
the corporation as the shareholder. The extent of this recognition may be
determined in the procedure.

                                       8


         (2) The procedure may set forth (a) the types of nominees to which it
applies; (b) the rights or privileges that the corporation recognizes in a
beneficial owner; (c) the manner in which the procedure is selected by the
nominee; (d) the information that must be provided when the procedure is
selected; (e) the period for which selection of the procedure is effective; and
(f) other aspects of the rights and duties created.

SECTION 3.09. CORPORATION'S ACCEPTANCE OF VOTES.

         (1) If the name signed on a vote, consent, waiver, or proxy appointment
corresponds to the name of a shareholder, the corporation if acting in good
faith is entitled to accept the vote, consent waiver, or proxy appointment and
give it effect as the act of the shareholder.

         (2) If the name signed on a vote, consent, waiver, or proxy appointment
does not correspond to the name of its shareholder, the corporation if acting in
good faith is nevertheless entitled to accept the vote, consent, waiver, or
proxy appointment and give it effect as the act of the shareholder if: (a) the
shareholder is an entity and the name signed purports to be that of an officer
or agent of the entity; (b) the name signed purports to be that of an
administrator, executor, guardian, personal representative, or conservator
representing the shareholder and, if the corporation requests, evidence of
fiduciary status acceptable to the corporation has been presented with respect
to the vote, consent, waiver, or proxy appointment; (c) the name signed purports
to be that of a receiver, trustee in bankruptcy, or assignee for the benefit of
creditors of the shareholder and, if the corporation requests, evidence of this
status acceptable to the corporation has been presented with respect to the
vote, consent, waiver, or proxy appointment; (d) the name signed purports to be
that of a pledgee, beneficial owner, or attorney in fact of the shareholder and,
if the corporation requests, evidence acceptable to the corporation of the
signatory's authority to sign for the shareholder has been presented with
respect to the vote, consent, waiver, or proxy appointment; or (e) two or more
persons are the shareholder as covenants or fiduciaries and the name signed
purports to be the name of at least one of the co-owners and the person signing
appears to be acting on behalf of all the co-owners.

         (3) The corporation is entitled to reject a vote, consent, waiver, or
proxy appointment if the secretary or other officer or agent authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's authority to sign for
the shareholder.

         (4) The corporation and its officer or agent who accepts or rejects a
vote, consent, waiver, or proxy appointment in good faith and in accordance with
the standards of this section are not liable in damages to the shareholder for
the consequences of the acceptance or rejection.

         (5) Corporate action based on the acceptance or rejection of a vote,
consent, waiver, or proxy appointment under this section is valid unless a court
of competent jurisdiction determines otherwise.

                                       9


SECTION 3.10. ACTION BY SHAREHOLDERS WITHOUT MEETING.

         (1) Any action required or permitted by the Act to be taken at any
annual or special meeting of shareholders of the corporation may be taken
without a meeting, without prior notice and without a vote, if the action is
taken by the holders of outstanding stock of each voting group entitled to vote
thereon having not less than the minimum number of votes with respect to each
voting group that would be necessary to authorize or take such action at a
meeting at which all voting groups and shares entitled to vote thereon were
present and voted. In order to be effective, the action must be evidenced by one
or more written consents describing the action taken, dated and signed by
approving shareholders having the requisite number of votes of each voting group
entitled to vote thereon, and delivered to the corporation by delivery to its
principal office in this state, its principal place of business, the corporate
secretary, or another office or agent of the corporation having custody of the
book in which proceedings of meetings of shareholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless, within 60 days of the date of the earliest dated consent is delivered in
the manner required by this section, written consent signed by the number of
holders required to take action is delivered to the corporation by delivery as
set forth in this section.

         (2) Within 10 days after obtaining such authorization by written
consent, notice in accordance with Section 607.0704(3) of the Act must be given
to those shareholders who have not consented in writing.

                                   ARTICLE IV

                         BOARD OF DIRECTORS AND OFFICERS

SECTION 4.01. QUALIFICATIONS OF DIRECTORS.

         Directors must be natural persons who are 18 years of age or older but
need not be residents of the State of Florida or shareholders of the
corporation.

SECTION 4.02. NUMBER OF DIRECTORS.

         (1) The board of directors shall consist of not less than one nor more
than nine individuals.

         (2) The number of directors may be increased or decreased from time to
time by amendment to these bylaws.

         (3) Directors are elected at the first annual shareholders' meeting and
at each annual meeting thereafter unless their terms are staggered under Section
4.04 of these bylaws.

SECTION 4.03. TERMS OF DIRECTORS GENERALLY.

         (1) The terms of the initial directors of the corporation expire at the
first shareholders' meeting at which directors are elected.

                                       10


         (2) The terms of all other directors expire at the next annual
shareholders' meeting following their election unless their terms are staggered
under Section 4.04 of these bylaws.

         (3) A decrease in the number of directors does not shorten an incumbent
director's term.

         (4) The term of a director elected to fill a vacancy expires at the
next shareholders' meeting at which directors are elected.

         (5) Despite the expiration of a director's term, he continues to serve
until his successor is elected and qualifies or until there is a decrease in the
number of directors.

SECTION 4.04. STAGGERED TERMS FOR DIRECTORS.

         The directors of any corporation organized under the Act may, by the
articles of incorporation, or by amendment to these bylaws adopted by a vote of
the shareholders, be divided into one, two or three classes with the number of
directors in each class being as nearly equal as possible; the term of office of
those of the first class to expire at the annual meeting next ensuing; of the
second class one year thereafter; at the third class two years thereafter; and
at each annual election held after such classification and election, directors
shall be chosen for a full term, as the case may be, to succeed those whose
terms expire. If the directors have staggered terms, then any increase or
decrease in the number of directors shall be so apportioned among the classes as
to make all classes as nearly equal in number as possible.

SECTION 4.05. VACANCY ON BOARD.

         (1) Whenever a vacancy occurs on a board of directors, including a
vacancy resulting from an increase in the number of directors, it may be filled
by the affirmative vote of a majority of the remaining directors.

         (2) A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.

SECTION 4.06. COMPENSATION OF DIRECTORS.

         The board of directors may fix the compensation of directors.

SECTION 4.07. MEETINGS.

         (1) The board of directors may hold regular or special meetings in or
out of the State of Florida.

         (2) A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any such adjourned meeting shall be given to the directors who

                                       11


were not present at the time of the adjournment and, unless the time and place
of the adjourned meeting are announced at the time of the adjournment, to the
other directors.

         (3) Meetings of the board of directors may be called by the chairman of
the board or by the president.

         (4) The board of directors may permit any or all directors to
participate in a regular or special meeting by, or conduct the meeting through
the use of, any means of communication by which all directors participating may
simultaneously hear each other during the meeting. A director participating in a
meeting by this means is deemed to be present in person at the meeting.

SECTION 4.08. ACTION BY DIRECTORS WITHOUT A MEETING.

         (1) Action required or permitted by the Act to be taken at a board of
directors' meeting or committee meeting may be taken without a meeting if the
action is taken by all members of the board or of the committee. The action must
be evidenced by one or more written consents describing the action taken and
signed by each director or committee member.

         (2) Action taken under this section is effective when the last director
signs the consent, unless the consent specifies a different effective date.

         (3) A consent signed under this section has the effect of a meeting
vote and may be described as such in any document.

SECTION 4.09. NOTICE OF MEETINGS.

         Regular and special meetings of the board of directors may be held
without notice of the date, time, place, or purpose of the meeting.

SECTION 4.10. WAIVER OF NOTICE.

         Notice of a meeting of the board of directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and a waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting or promptly upon
arrival at the meeting, any objection to the transaction of business because the
meeting is not lawfully called or convened.

SECTION 4.11. QUORUM AND VOTING.

         (1) A quorum of a board of directors consists of a majority of the
number of directors prescribed by the articles of incorporation or these bylaws.

                                       12


         (2) If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the board of directors.

         (3) A director of a corporation who is present at a meeting of the
board of directors or a committee of the board of directors when corporate
action is taken is deemed to have assented to the action taken unless:

                  (a) He objects at the beginning of the meeting (or promptly
upon his arrival) to holding it or transacting specified business at the
meeting; or

                  (b) He votes against or abstains from the action taken.

SECTION 4.12. COMMITTEES.

         (1) The board of directors, by resolution adopted by a majority of the
full board of directors, may designate from among its members an executive
committee and one or more other committees each of which, to the extent provided
in such resolution, shall have and may exercise all the authority of the board
of directors, except that no such committee shall have the authority to:

                  (a) Approve or recommend to shareholders actions or proposals
required by the Act to be approved by shareholders.

                  (b) Fill vacancies on the board of directors or any committee
thereof.

                  (c) Adopt, amend, or repeal these bylaws.

                  (d) Authorize or approve the reacquisition of shares unless
pursuant to a general formula or method specified by the board of directors.

                  (e) Authorize or approve the issuance or sale or contract for
the sale of shares, or determine the designation and relative rights,
preferences, and limitations of a voting group except that the board of
directors may authorize a committee (or a senior executive officer of the
corporation) to do so within limits specifically prescribed by the board of
directors.

         (2) The sections of these bylaws which govern meetings, notice and
waiver of notice, and quorum and voting requirements of the board of directors
apply to committees and their members as well.

         (3) Each committee must have two or more members who serve at the
pleasure of the board of directors. The board, by resolution adopted in
accordance herewith, may designate one or more directors as alternate members of
any such committee who may act in the place and stead of any absent member or
members at any meeting of such committee.

         (4) Neither the designation of any such committee, the delegation
thereto of authority, nor action by such committee pursuant to such authority

                                       13


shall alone constitute compliance by any member of the board of directors not a
member of the committee in question with his responsibility to act in good
faith, in a manner he reasonably believes to be in the best interests of the
corporation, and with such care as an ordinarily prudent person in a like
position would use under similar circumstances.

SECTION 4.13. LOANS TO OFFICERS, DIRECTORS, AND EMPLOYEES; GUARANTY OF
              OBLIGATIONS.

         The corporation may lend money to, guaranty any obligation of, or
otherwise assist any officer, director, or employee of the corporation or of a
subsidiary, whenever, in the judgment of the board of directors, such loan,
guaranty, or assistance may reasonably be expected to benefit the corporation.
The loan, guaranty, or other assistance may be with or without interest and may
be unsecured or secured in such manner as the board of directors shall approve,
including, without limitation, a pledge of shares of stock of the corporation.
Nothing in this section shall be deemed to deny, limit, or restrict the powers
of guaranty or warranty of any corporation at common law or under any statute.
Loans, guaranties, or other types of assistance are subject to section 4.19.

SECTION 4.14. REQUIRED OFFICERS.

         (1) The corporation shall have such officers as the board of directors
may appoint from time to time.

         (2) A duly appointed officer may appoint one or more assistant
officers.

         (3) The board of directors shall delegate to one of the officers
responsibility for preparing minutes of the directors' and shareholders'
meetings and for authenticating records of the corporation.

         (4) The same individual may simultaneously hold more than one office in
the corporation.

SECTION 4.15. DUTIES OF OFFICERS.

         Each officer has the authority and shall perform the duties set forth
in a resolution or resolutions of the board of directors or by direction of any
officer authorized by the board of directors to prescribe the duties of other
officers.

SECTION 4.16. RESIGNATION AND REMOVAL OF OFFICERS.

         (1) An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date and the corporation accepts the future effective date, the board of
directors may fill the pending vacancy before the effective date if the board of
directors provides that the successor does not take office until the effective
date.

                                       14


         (2) The board of directors may remove any officer at any time with or
without cause. Any assistant officer, if appointed by another officer, may
likewise be removed by the board of directors or by the officer which appointed
him in accordance with these bylaws.

SECTION 4.17. CONTRACT RIGHTS OF OFFICERS.

         The appointment of an officer does not itself create contract rights.

SECTION 4.18. GENERAL STANDARDS FOR DIRECTORS.

         (1) A director shall discharge his duties as a director, including his
duties as a member of a committee:

                  (a) In good faith;

                  (b) With the care an ordinarily prudent person in a like
position would exercise under similar circumstances; and

                  (c) In a manner he reasonably believes to be in the best
interests of the corporation.

         (2) In discharging his duties, a director is entitled to rely on
information, opinions, reports or statements, including financial statements and
other financial data, if prepared or presented by:

                  (a) One or more officers or employees of the corporation whom
the director reasonably believes to be reliable and competent in the matters
presented;

                  (b) Legal counsel, public accountants, or other persons as to
matters the director reasonably believes are within the persons' professional or
expert competence; or

                  (c) A committee of the board of directors of which he is not a
member if the director reasonably believes the committee merits confidence.

         (3) In discharging his duties, a director may consider such factors as
the director deems relevant, including the long-term prospects and interests of
the corporation and its shareholders, and the social, economic, legal, or other
effects of any action on the employees, suppliers, customers of the corporation
or its subsidiaries, the communities and society in which the corporation or its
subsidiaries operate, and the economy of the state and the nation.

         (4) A director is not acting in good faith if he has knowledge
concerning the matter in question that makes reliance otherwise permitted by
subsection (2) unwarranted.

         (5) A director is not liable for any action taken as a director, or any
failure to take any action, if he performed the duties of his office in
compliance with this section.

                                       15


SECTION 4.19. DIRECTOR CONFLICTS OF INTEREST.

         No contract or other transaction between a corporation and one or more
interested directors shall be either void or voidable because of such
relationship or interest, because such director or directors are present at the
meeting of the board of directors or a committee thereof which authorizes,
approves or ratifies such contract or transaction, or because his or their votes
are counted for such purpose, if:

         (1) The fact of such relationship or interest is disclosed or known to
the board of directors or committee which authorizes, approves or ratifies the
contract or transactions by a vote or consent sufficient for the purpose without
counting the votes or consents of such interested directors;

         (2) The fact of such relationship or interest is disclosed or known to
the shareholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or

         (3) The contract or transaction is fair and reasonable as to the
corporation at the time it is authorized by the board, a committee or the
shareholders.

         Common or interested directors may be counted in determining the
presence of a quorum at the meeting of the board of directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.

         For the purpose of paragraph (2) above, a conflict of interest
transaction is authorized, approved or ratified if it receives the vote of a
majority of the shares entitled to be counted under this subsection. Shares
owned by or voted under the control of a director who has a relationship or
interest in the conflict of interest transaction may not be counted in a vote of
shareholders to determine whether to authorize, approve or ratify a conflict of
interest transaction under paragraph (2). The vote of those shares, however, is
counted in determining whether the transaction is approved under other sections
of the Act. A majority of the shares, whether or not present, that are entitled
to be counted in a vote on the transaction under this subsection constitutes a
quorum for the purpose of taking action under this section.

SECTION 4.20. RESIGNATION OF DIRECTORS.

         A director may resign at any time by delivering written notice to the
board of directors or its chairman or to the corporation.

         A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date, the board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date.

                                       16


                                    ARTICLE V

                     INDEMNIFICATION OF DIRECTORS, OFFICERS,
                              EMPLOYEES AND AGENTS

SECTION 5.01. DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.

         (1) The corporation shall have power to indemnify any person who was or
is a party to any proceeding (other than an action by, or in the right of, the
corporation), by reason of the fact that he 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 against liability
incurred in connection with such proceeding, including any appeal thereof, if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any proceeding by judgment, order, settlement,
or conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in, or not opposed to, the best
interests of the corporation or, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         (2) The corporation shall have power to indemnify any person, who was
or is a party to any proceeding by or in the right of the corporation to procure
a judgment in its favor by reason of the fact that he 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, against
expenses and amounts paid in settlement not exceeding, in the judgment of the
board of directors, the estimated expense of litigating the proceeding to
conclusion, actually and reasonably incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof. Such
indemnification shall be authorized if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification shall be made under this
subsection in respect of any claim, issue, or matter as to which such person
shall have been adjudged to be liable unless, and only to the extent that, the
court in which such proceeding was brought, or any other court of competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper.

         (3) To the extent that a director, officer, employee, or agent of the
corporation has been successful on the merits or otherwise in defense of any
proceeding referred to in subsections (1) or (2), or in defense of any claim,
issue, or matter therein, he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith.

         (4) Any indemnification under subsections (1) or (2), unless pursuant
to a determination by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the

                                       17


director, officer, employee, or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in subsections (1) or (2).
Such determination shall be made:

                  (a) By the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such proceeding;

                  (b) If such a quorum is not obtainable or, even if obtainable,
by majority vote of a committee duly designated by the board of directors (in
which directors who are parties may participate) consisting solely of two or
more directors not at the time parties to the proceeding;

                  (c) By independent legal counsel:

                           (i) Selected by the board of directors prescribed in
paragraph (a) or the committee prescribed in paragraph (b); or

                           (ii) If a quorum of the directors cannot be obtained
for paragraph (a) and the committee cannot be designed under paragraph (b),
selected by majority vote of the full board of directors (in which directors who
are parties may participate); or

                  (d) By the shareholders by a majority vote of a quorum
consisting of shareholders who were not parties to such proceeding or, if no
such quorum is obtainable, by a majority vote of shareholders who were not
parties to such proceeding.

         (5) Evaluation of the reasonableness of expenses and authorization of
indemnification shall be made in the same manner as the determination that
indemnification is permissible. However, if the determination of permissibility
is made by independent legal counsel, persons specified by paragraph (4)(c)
shall evaluate the reasonableness of expenses and may authorize indemnification.

         (6) Expenses incurred by an officer or director in defending a civil or
criminal proceeding may be paid by the corporation in advance of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if he is ultimately found not to
be entitled to indemnification by the corporation pursuant to this section.
Expenses incurred by other employees and agents may be paid in advance upon such
terms or conditions that the board of directors deems appropriate.

         (7) The indemnification and advancement of expenses provided pursuant
to this section are not exclusive, and the corporation may make any other or
further indemnification or advancement of expenses of any of its directors,
officers, employees, or agents, under any bylaw, agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
However, indemnification or advancement of expenses shall not be made to or on
behalf of any director, officer, employee, or agent if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute:

                                       18


                  (a) A violation of the criminal law, unless the director,
officer, employee, or agent had reasonable cause to believe his conduct was
lawful or had no reasonable cause to believe his conduct was unlawful;

                  (b) A transaction from which the director, officer, employee,
or agent derived an improper personal benefit;

                  (c) In the case of a director, a circumstance under which the
liability provisions of Section 607.0834 under the Act are applicable; or

                  (d) Willful misconduct or a conscious disregard for the best
interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.

         (8) Indemnification and advancement of expenses as provided in this
section shall continue as, unless otherwise provided when authorized or
ratified, to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person, unless otherwise provided when authorized or ratified.

         (9) Notwithstanding the failure of the corporation to provide
indemnification, and despite any contrary determination of the board or of the
shareholders in the specific case, a director, officer, employee, or agent of
the corporation who is or was a party to a proceeding may apply for
indemnification or advancement of expenses, or both, to the court conducting the
proceeding, to the circuit court, or to another court of competent jurisdiction.
On receipt of an application, the court, after giving any notice that it
considers necessary, may order indemnification and advancement of expenses,
including expenses incurred in seeking court-ordered indemnification or
advancement of expenses, if it determines that:

                  (a) The director, officer, employee, or agent if entitled to
mandatory indemnification under subsection (3), in which case the court shall
also order the corporation to pay the director reasonable expenses incurred in
obtaining court-ordered indemnification or advancement of expenses;

                  (b) The director, officer, employee, or agent is entitled to
indemnification or advancement of expenses, or both, by virtue of the exercise
by the corporation of its power pursuant to subsection (7); or

                  (c) The director, officer, employee, or agent is fairly and
reasonably entitled to indemnification or advancement of expenses, or both, in
view of all the relevant circumstances, regardless of whether such person met
the standard of conduct set forth in subsection (1), subsection (2) or
subsection (7).

         (10) For purposes of this section, the term "corporation" includes, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger, so that
any person who is or was a director, officer, employee, or agent of a
constituent corporation, or is or was serving at the request of a constituent

                                       19


corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise, is in the same position
under this section with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

         (11) For purposes of this section:

                  (a) The term "other enterprises" includes employee benefit
plans;

                  (b) The term "expenses" includes counsel fees, including those
for appeal;

                  (c) The term "liability" includes obligations to pay a
judgment, settlement, penalty, fine (including an excise tax assessed with
respect to any employee benefit plan), and expenses actually and reasonably
incurred with respect to a proceeding;

                  (d) The term "proceeding" includes any threatened, pending, or
completed action, suit or other type of proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal;

                  (e) The term "agent" includes a volunteer;

                  (f) The term "serving at the request of the corporation"
includes any service as a director, officer, employee, or agent of the
corporation that imposes duties on such persons, including duties relating to an
employee benefit plan and its participants or beneficiaries; and

                  (g) The term "not opposed to the best interest of the
corporation" describes the actions of a person who acts in good faith and in a
manner he reasonably believes to be in the best interests of the participants
and beneficiaries of an employee benefit plan.

         (12) The corporation shall have power to purchase and maintain
insurance 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 against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this section.

                                   ARTICLE VI

                                OFFICE AND AGENT

SECTION 6.01. REGISTERED OFFICE AND REGISTERED AGENT.

         (1) The corporation shall have and continuously maintain in the State
of Florida:

                  (a) A registered office which may be the same as its place of
business; and

                                       20


                  (b) A registered agent, who, may be either:

                           (i) An individual who resides in the State of Florida
whose business office is identical with such registered office; or

                           (ii) Another corporation or not-for-profit
corporation as defined in Chapter 617 of the Act, authorized to transact
business or conduct its affairs in the State of Florida, having a business
office identical with the registered office; or

                           (iii) A foreign corporation or not-for-profit foreign
corporation authorized pursuant to chapter 607 or chapter 617 of the Act to
transact business or conduct its affairs in the State of Florida, having a
business office identical with the registered office.

SECTION 6.02. CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT; RESIGNATION OF
              REGISTERED AGENT.

         (1) The corporation may change its registered office or its registered
agent upon filing with the Department of State of the State of Florida a
statement of change setting forth:

                  (a) The name of the corporation;

                  (b) The street address of its current registered office;

                  (c) If the current registered office is to be changed, the
street address of the new registered office;

                  (d) The name of its current registered agent;

                  (e) If its current registered agent is to be changed, the name
of the new registered agent and the new agent's written consent (either on the
statement or attached to it) to the appointment;

                  (f) That the street address of its registered office and the
street address of the business office of its registered agent, as changed, will
be identical;

                  (g) That such change was authorized by resolution duly adopted
by its board of directors or by an officer of the corporation so authorized by
the board of directors.

                                   ARTICLE VII

                  SHARES, OPTIONS, DIVIDENDS AND DISTRIBUTIONS

SECTION 7.01. AUTHORIZED SHARES.

         (1) The articles of incorporation prescribe the classes of shares and
the number of shares of each class that the corporation is authorized to issue,

                                       21


as well as a distinguishing designation for each class, and prior to the
issuance of shares of a class the preferences, limitations, and relative rights
of that class must be described in the articles of incorporation.

         (2) The articles of incorporation must authorize:

                  (a) One or more classes of shares that together have unlimited
voting rights, and

                  (b) One or more classes of shares (which may be the same class
or classes as those with voting rights) that together are entitled to receive
the net assets of the corporation upon dissolution.

         (3) The articles of incorporation may authorize one or more classes of
shares that have special, conditional, or limited voting rights, or no rights,
or no right to vote, except to the extent prohibited by the Act;

                  (a) Are redeemable or convertible as specified in the articles
of incorporation;

                  (b) Entitle the holders to distributions calculated in any
manner, including dividends that may be cumulative, non-cumulative, or partially
cumulative;

                  (c) Have preference over any other class of shares with
respect to distributions, including dividends and distributions upon the
dissolution of the corporation.

         (4) Shares which are entitled to preference in the distribution of
dividends or assets shall not be designated as common shares. Shares which are
not entitled to preference in the distribution of dividends or assets shall be
common shares and shall not be designated as preferred shares.

SECTION 7.02. TERMS OF CLASS OR SERIES DETERMINED BY BOARD OF DIRECTORS.

         (1) If the articles of incorporation so provide, the board of directors
may determine, in whole or part, the preferences, limitations, and relative
rights (within the limits set forth in Section 7.01) of:

                  (a) Any class of shares before the issuance of any shares of
that class, or

                  (b) One or more series within a class before the issuance of
any shares of that series.

         (2) Each series of a class must be given a distinguishing designation.

         (3) All shares of a series must have preferences, limitations, and
relative rights identical with those of other shares of the same series and,
except to the extent otherwise provided in the description of the series, of
those of other series of the same class.

                                       22


         (4) Before issuing any shares of a class or series created under this
section, the corporation must deliver to the Department of State of the State of
Florida for filing articles of amendment, which are effective without
shareholder action, in accordance with Section 607.0602 of the Act.

SECTION 7.03. ISSUED AND OUTSTANDING SHARES.

         (1) A corporation may issue the number of shares of each class or
series authorized by the articles of incorporation. Shares that are issued are
outstanding shares until they are reacquired, redeemed, converted, or canceled.

         (2) The reacquisition, redemption, or conversion of outstanding shares
is subject to the limitations of subsection (3) and to Section 607.06401 of the
Act.

         (3) At all times that shares of the corporation are outstanding, one or
more shares that together have unlimited voting rights and one or more shares
that together are entitled to receive the net assets of the corporation upon
dissolution must be outstanding.

SECTION 7.04. ISSUANCE OF SHARES.

         (1) The board of directors may authorize shares to be issued for
consideration consisting of any tangible or intangible property or benefit to
the corporation, including cash, promissory notes, services performed, promises
to perform services evidenced by a written contract, or other securities of the
corporation.

         (2) Before the corporation issues shares, the board of directors must
determine that the consideration received or to be received for shares to be
issued is adequate. That determination by the board of directors is conclusive
insofar as the adequacy of consideration for the issuance of shares relates to
whether the shares are validly issued, fully paid, and non-assessable. When it
cannot be determined that outstanding shares are fully paid and non-assessable,
there shall be a conclusive presumption that such shares are fully paid and
non-assessable if the board of directors makes a good faith determination that
there is no substantial evidence that the full consideration for such shares has
not been paid.

         (3) When the corporation receives the consideration for which the board
of directors authorized the issuance of shares, the shares issued therefor are
fully paid and non-assessable. Consideration in the form of a promise to pay
money or a promise to perform services is received by the corporation at the
time of the making of the promise, unless the agreement specifically provides
otherwise.

         (4) The corporation may place in escrow shares issued for a contract
for future services or benefits or a promissory note, or make other arrangements
to restrict the transfer of the shares, and may credit distributions in respect
of the shares against their purchase price, until the services are performed,
the note is paid, or the benefits received. If the services are not performed,
the shares escrowed or restricted and the distributions credited may be canceled
in whole or part.

                                       23


SECTION 7.05. FORM AND CONTENT OF CERTIFICATES.

         (1) Shares may but need not be represented by certificates. Unless the
Act or another statute expressly provides otherwise, the rights and obligations
of shareholders are identical whether or not their shares are represented by
certificates.

         (2) At a minimum, each share certificate must state on its face:

                  (a) The name of the issuing corporation and that the
corporation is organized under the laws of the State of Florida;

                  (b) The name of the person to whom issued; and

                  (c) The number and class of shares and the designation of the
series, if any, the certificate represents.

         (3) If the shares being issued are of different classes of shares or
different series within a class, the designations, relative rights, preferences,
and limitations applicable to each class and the variations in rights,
preferences, and limitations determined for each series (and the authority of
the board of directors to determine variations for future series) must be
summarized on the front or back of each certificate. Alternatively, each
certificate may state conspicuously on its front or back that the corporation
will furnish the shareholder a full statement of this information on request and
without charge.

         (4) Each share certificate:

                  (a) Must be signed (either manually or in facsimile) by an
officer or officers designated by the board of directors, and

                  (b) May bear the corporate seal or its facsimile.

         (5) If the person who signed (either manually or in facsimile) a share
certificate no longer holds office when the certificate is issued, the
certificate is nevertheless valid.

         (6) Nothing in this section may be construed to invalidate any share
certificate validly issued and outstanding under the Act on July 1, 1990.

SECTION 7.06. SHARES WITHOUT CERTIFICATES.

         (1) The board of directors of the corporation may authorize the issue
of some or all of the shares of any or all of its classes or series without
certificates. The authorization does not affect shares already represented by
certificates until they are surrendered to the corporation.

                                       24


         (2) Within a reasonable time after the issue or transfer of shares
without certificates, the corporation shall send the shareholder a written
statement of the information required on certificates by the Act.

SECTION 7.07. RESTRICTION ON TRANSFER OF SHARES AND OTHER SECURITIES.

         (1) The articles of incorporation, these bylaws, an agreement among
shareholders, or an agreement between shareholders and the corporation may
impose restrictions on the transfer or registration of transfer of shares of the
corporation. A restriction does not affect shares issued before the restriction
was adopted unless the holders of such shares are parties to the restriction
agreement or voted in favor of the restriction.

         (2) A restriction on the transfer or registration of transfer of shares
is valid and enforceable against the holder or a transferee of the holder if the
restriction is authorized by this section, and effected in compliance with the
provisions of the Act, including having a proper purpose as referred to in the
Act.

SECTION 7.08. SHAREHOLDER'S PRE-EMPTIVE RIGHTS.

         The shareholders of the corporation do not have a pre-emptive right to
acquire the corporation's unissued shares.

SECTION 7.09. CORPORATION'S ACQUISITION OF ITS OWN SHARES.

         (1) The corporation may acquire its own shares, and, unless otherwise
provided in the articles of incorporation or except as provided in subsection
(4), shares so acquired constitute authorized but unissued shares of the same
class but undesignated as to series.

         (2) If the articles of incorporation prohibit the reissue of acquired
shares, the number of authorized shares is reduced by the number of shares
acquired, effective upon amendment of the articles of incorporation.

         (3) Articles of amendment may be adopted by the board of directors
without shareholder action, shall be delivered to the Department of State of the
State of Florida for filing, and shall set forth the information required by
Section 607.0631 of the Act.

         (4) Shares of the corporation in existence on April 15, 2009, which are
treasury shares under Section 607.004(18), Florida Statutes (1987), shall be
issued, but not outstanding, until canceled or disposed of by the corporation.

SECTION 7.10. SHARE OPTIONS.

         (1) Unless the articles of incorporation provide otherwise, the
corporation may issue rights, options, or warrants for the purchase of shares of
the corporation. The board of directors shall determine the terms upon which the
rights, options, or warrants are issued, their form and content, and the
consideration for which the shares are to be issued.

                                       25


         (2) The terms and conditions of stock rights and options which are
created and issued by the corporation, or its successor, and which entitle the
holders thereof to purchase from the corporation shares of any class or classes,
whether authorized by unissued shares, treasury shares, or shares to be
purchased or acquired by the corporation, may include, without limitation,
restrictions, or conditions that preclude or limit the exercise, transfer,
receipt, or holding of such rights or options by any person or persons,
including any person or persons owning or offering to acquire a specified number
or percentage of the outstanding common shares or other securities of the
corporation, or any transferee or transferees of any such person or persons, or
that invalidate or void such rights or options held by any such person or
persons or any such transferee or transferees.

SECTION 7.11. TERMS AND CONDITIONS OF STOCK RIGHTS AND OPTIONS.

         The terms and conditions of the stock rights and options which are
created and issued by the corporation [or its successor], and which entitle the
holders thereof to purchase from the corporation shares of any class or classes,
whether authorized but unissued shares, treasury shares, or shares to be
purchased or acquired by the corporation, may include, without limitation,
restrictions or conditions that preclude or limit the exercise, transfer,
receipt or holding of such rights or options by any person or persons, including
any person or persons owning or offering to acquire a specified number or
percentage of the outstanding common shares or other securities of the
corporation, or any transferee or transferees of any such person or persons, or
that invalidate or void such rights or options held by any such person or
persons or any such transferee or transferees.

SECTION 7.12. SHARE DIVIDENDS.

         (1) Shares may be issued pro rata and without consideration to the
corporation's shareholders or to the shareholders of one or more classes or
series. An issuance of shares under this subsection is a share dividend.

         (2) Shares of one class or series may not be issued as a share dividend
in respect of shares of another class or series unless:

                  (a) The articles of incorporation so authorize,

                  (b) A majority of the votes entitled to be cast by the class
or series to be issued approves the issue, or

                  (c) There are no outstanding shares of the class or series to
be issued.

         (3) If the board of directors does not fix the record date for
determining shareholders entitled to a share dividend, it is the date of the
board of directors authorizes the share dividend.

                                       26


SECTION 7.13. DISTRIBUTIONS TO SHAREHOLDERS.

         (1) The board of directors may authorize and the corporation may make
distributions to its shareholders subject to restriction by the articles of
incorporation and the limitations in subsection (3).

         (2) If the board of directors does not fix the record date for
determining shareholders entitled to a distribution (other than one involving a
purchase, redemption, or other acquisition of the corporation's shares), it is
the date the board of directors authorizes the distribution.

         (3) No distribution may be made if, after giving it effect:

                  (a) The corporation would not be able to pay its debts as they
become due in the usual course of business; or

                  (b) The corporation's total assets would be less than the sum
of its total liabilities plus (unless the articles of incorporation permit
otherwise) the amount that would be needed, if the corporation were to be
dissolved at the time of the distribution, to satisfy the preferential rights
upon dissolution of shareholders whose preferential rights are superior to those
receiving the distribution.

         (4) The board of directors may base a determination that a distribution
is not prohibited under subsection (3) either on financial statements prepared
on the basis of accounting practices and principles that are reasonable in the
circumstances or on a fair valuation or other method that is reasonable in the
circumstances. In the case of any distribution based upon such a valuation, each
such distribution shall be identified as a distribution based upon a current
valuation of assets, and the amount per share paid on the basis of such
valuation shall be disclosed to the shareholders concurrent with their receipt
of the distribution.

         (5) Except as provided in subsection (7), the effect of a distribution
under subsection (3) is measured;

                  (a) In the case of distribution by purchase, redemption, or
other acquisition of the corporation's shares, as of the earlier of:

                           (i) The date money or other property is transferred
or debt incurred by the corporation, or

                           (ii) The date the shareholder ceases to be a
shareholder with respect to the acquired shares;

                  (b) In the case of any other distribution of indebtedness, as
of the date the indebtedness is distributed;

                  (c) In all other cases, as of:

                                       27


                           (i) The date the distribution is authorized if the
payment occurs within 120 days after the date of authorization, or

                           (ii) The date the payment is made if it occurs more
than 120 days after the date of authorization.

         (6) A corporation's indebtedness to a shareholder incurred by reason of
a distribution made in accordance with this section is at parity with the
corporation's indebtedness to its general, unsecured creditors except to the
extent subordinated by agreement.

         (7) Indebtedness of the corporation, including indebtedness issued as a
distribution, is not considered a liability for purposes of determinations under
subsection (3) if its terms provide that payment of principal and interest are
made only if and to the extent that payment of a distribution to shareholders
could then be made under this section. If the indebtedness is issued as a
distribution, each payment of principal or interest is treated as a
distribution, the effect of which is measured on the date the payment is
actually made.

                                  ARTICLE VIII

                        AMENDMENT OF ARTICLES AND BYLAWS

SECTION 8.01. AUTHORITY TO AMEND THE ARTICLES OF INCORPORATION.

         (1) The corporation may amend its articles of incorporation at any time
to add or change a provision that is required or permitted in the articles of
incorporation or to delete a provision not required in the articles of
incorporation. Whether a provision is required or permitted in the articles of
incorporation is determined as of the effective date of the amendment.

         (2) A shareholder of the corporation does not have a vested property
right resulting from any provision in the articles of incorporation, including
provisions relating to management, control, capital structure, dividend
entitlement, or purpose or duration of the corporation.

SECTION 8.02. AMENDMENT BY BOARD OF DIRECTORS.

         The corporation's board of directors may adopt one or more amendments
to the corporation's articles of incorporation without shareholder action:

         (1) To extend the duration of the corporation if it was incorporated at
a time when limited duration was required by law;

         (2) To delete the names and addresses of the initial directors;

         (3) To delete the name and address of the initial registered agent or
registered office, if a statement of change is on file with the Department of
State of the State of Florida;

         (4) To delete any other information contained in the articles of
incorporation that is solely of historical interest;

                                       28


         (5) To change each issued and unissued authorized share of an
outstanding class into a greater number of whole shares if the corporation has
only shares of that class outstanding;

         (6) To delete the authorization for a class or series of shares
authorized pursuant to Section 607.0602 of the Act, if no shares of such class
or series have been issued;

         (7) To change the corporate name by substituting the word
"corporation," "incorporated," or "company," or the abbreviation "corp.," Inc.,"
or Co.," for a similar word or abbreviation in the name, or by adding, deleting,
or changing a geographical attribution for the name; or

         (8) To make any other change expressly permitted by the Act to be made
without shareholder action.

SECTION 8.03. AMENDMENT OF BYLAWS BY BOARD OF DIRECTORS.

         The corporation's board of directors may amend or repeal the
corporation's bylaws unless the Act reserves the power to amend a particular
bylaw provision exclusively to the shareholders.

SECTION 8.04. BYLAW INCREASING QUORUM OR VOTING REQUIREMENTS FOR DIRECTORS.

         (1) A bylaw that fixes a greater quorum or voting requirement for the
board of directors may be amended or repealed:

                  (a) If originally adopted by the shareholders, only by the
shareholders;

                  (b) If originally adopted by the board of directors, either by
the shareholders or by the board of directors.

         (2) A bylaw adopted or amended by the shareholders that fixes a greater
quorum or voting requirement for the board of directors may provide that it may
be amended or repealed only by a specified vote of either the shareholders or
the board of directors.

         (3) Action by the board of directors under paragraph (1)(b) to adopt or
amend a bylaw that changes the quorum or voting requirement for the board of
directors must meet the same quorum requirement and be adopted by the same vote
required to take action under the quorum and voting requirement then in effect
or proposed to be adopted, whichever is greater.

                                   ARTICLE IX

                               RECORDS AND REPORTS

SECTION 9.01. CORPORATE RECORDS.

         (1) The corporation shall keep as permanent records minutes of al
meetings of its shareholders and board of directors, a record of all actions
taken by the shareholders or board of directors without a meeting, and a record
of all actions taken by a committee of the board of directors in place of the
board of directors on behalf of the corporation.

                                       29


         (2) The corporation shall maintain accurate accounting records.

         (3) The corporation or its agent shall maintain a record of its
shareholders in a form that permits preparation of a list of the names and
addresses of all shareholders in alphabetical order by class of shares showing
the number and series of shares held by each.

         (4) The corporation shall maintain its records in written form or in
another form capable of conversion into written form within a reasonable time.

         (5) The corporation shall keep a copy of the following records:

                  (a) Its articles or restated articles of incorporation and all
amendments to them currently in effect;

                  (b) Its bylaws or restated bylaws and all amendments to them
currently in effect;

                  (c) Resolutions adopted by the board of directors creating one
or more classes or series of shares and finding their relative rights,
preferences, and limitations, if shares issued pursuant to those resolutions are
outstanding;

                  (d) The minutes of all shareholders' meetings and records of
all action taken by shareholders without a meeting for the past three years;

                  (e) Written communications to all shareholders generally or
all shareholders of a class or series within the past three years, including the
financial statements furnished for the past three years;

                  (f) A list of the names and business street addresses of its
current directors and officers; and

                  (g) Its most recent annual report delivered to the Department
of State of the State of Florida.

SECTION 9.02. FINANCIAL STATEMENTS FOR SHAREHOLDERS.

         (1) Unless modified by resolution of the shareholders within 120 days
of the close of each fiscal year, the corporation shall furnish its shareholders
annual financial statements which may be consolidated or combined statements of
the corporation and one or more of its subsidiaries, as appropriate, that
include a balance sheet as of the end of the fiscal year, an income statement
for that year, and a statement of cash flows for that year. If financial
statements are prepared for the corporation on the basis of generally-accepted
accounting principles, the annual financial statements must also be prepared on
that basis.

         (2) If the annual financial statements are reported upon by a public
accountant, his report must accompany them. If not, the statements must be
accompanied by a statement of the president or the person responsible for the
corporation's accounting records:

                                       30


                  (a) Stating his reasonable belief whether the statements were
prepared on the basis of generally-accepted accounting principles and, if not,
describing the basis of preparation; and

                  (b) Describing any respects in which the statements were not
prepared on a basis of accounting consistent with the statements prepared for
the preceding year.

         (3) The corporation shall mail the annual financial statements to each
shareholder within 120 days after the close of each fiscal year or within such
additional time thereafter as is reasonably necessary to enable the corporation
to prepare its financial statements, if for reasons beyond the corporation's
control, it is unable to prepare its financial statements within the prescribed
period. Thereafter, on written request from a shareholder who was not mailed the
statements, the corporation shall mail him the latest annual financial
statements.

SECTION 9.03. OTHER REPORTS TO SHAREHOLDERS.

         (1) If the corporation indemnifies or advances expenses to any
director, officer, employee or agent otherwise than by court order or action by
the shareholders or by an insurance carrier pursuant to insurance maintained by
the corporation, the corporation shall report the indemnification or advance in
writing to the shareholders with or before the notice of the next shareholders'
meeting, or prior to such meeting if the indemnification or advance occurs after
the giving of such notice but prior to the time such meeting is held, which
report shall include a statement specifying the persons paid, the amounts paid,
and the nature and status at the time of such payment of the litigation or
threatened litigation.

         (2) If the corporation issues or authorizes the issuance of shares for
promises to render services in the future, the corporation shall report in
writing to the shareholders the number of shares authorized or issued, and the
consideration received by the corporation, with or before the notice of the next
shareholders' meeting.

SECTION 9.04. ANNUAL REPORT FOR DEPARTMENT OF STATE.

         (1) The corporation shall deliver to the Department of State of the
State of Florida for filing a sworn annual report on such forms as the
Department of State of the State of Florida prescribes that sets forth the
information prescribed by Section 607.1622 of the Act.

         (2) Proof to the satisfaction of the Department of State of the State
of Florida on or before July 1 of each calendar year that such report was
deposited in the United States mail in a sealed envelope, properly addressed
with postage prepaid, shall be deemed in compliance with this requirement.

         (3) Each report shall be executed by the corporation by an officer or
director or, if the corporation is in the hands of a receiver or trustee, shall
be executed on behalf of the corporation by such receiver or trustee, and the
signing thereof shall have the same legal effect as if made under oath, without
the necessity of appending such oath thereto.

                                       31


         (4) Information in the annual report must be current as of the date the
annual report is executed on behalf of the corporation.

         (5) Any corporation failing to file an annual report which complies
with the requirements of this section shall not be permitted to maintain or
defend any action in any court of this state until such report is filed and all
fees and taxes due under the Act are paid and shall be subject to dissolution or
cancellation of its certificate of authority to do business as provided in the
Act.

                                    ARTICLE X

                                  MISCELLANEOUS

SECTION 10.01. DEFINITION OF THE "ACT".

         All references contained herein to the "Act" or to sections of the
"Act" shall be deemed to be in reference to the Florida Business Corporation
Act.

SECTION 10.02. APPLICATION OF FLORIDA LAW.

         Whenever any provision of these bylaws is inconsistent with any
provision of the Florida Business Corporation Act, Statutes 607, as they may be
amended from time to time, then in such instance Florida law shall prevail.

SECTION 10.03. FISCAL YEAR.

         The fiscal year of the corporation shall be determined by resolution of
the board of directors.

SECTION 10.04. CONFLICTS WITH ARTICLES OF INCORPORATION.

         In the event that any provision contained in these bylaws conflicts
with any provision of the corporation's articles of incorporation, as amended
from time to time, the provisions of the articles of incorporation shall prevail
and be given full force and effect, to the full extent permissible under the
Act.

SECTION 10.05. EMERGENCY BY-LAWS.

         In the event of an emergency, as currently or hereafter defined or
described under Section 607.02.07 of the Florida Business Corporation Act, and
if there are no officers or directors in office or serving based on death,
incapacity or resignation, the corporation, acting through shareholders
representing a majority in interest of shares and who purport to be shareholders
of the corporation, shall have a right to designate one or more persons to serve
as director or directors of the corporation until formal procedures can be
established in order to elect a director or directors to serve on the board of
directors of the corporation. In the event the number of shareholders shall
ultimately be determined not to be a majority in interest of the shareholder
interest of the corporation, the actions taken by such shareholders, on the good
faith belief that they are acting as a majority in interest of the shareholders
of the corporation, shall be deemed valid and proper.

                                       32

EX-4

Exhibit 4.1

EX-14

                                  EXHIBIT 14.1

                               Hidden Ladder, Inc.
                       CODE OF BUSINESS CONDUCT AND ETHICS
            (ADOPTED BY THE BOARD OF DIRECTORS ON February 23, 2010)

INTRODUCTION

                  This Code of Business Conduct and Ethics (the "CODE") covers a
wide range of business practices and procedures. It does not cover every issue
that may arise but it sets out basic principles to guide all employees of the
Company. All of our officers, directors and employees must conduct themselves
accordingly and seek to avoid even the appearance of improper behavior. The Code
should also be provided to and followed by the Company's agents and
representatives, including consultants.

                  If a law conflicts with a policy in this Code, you must comply
with the law. If you have any questions about these conflicts, you should ask
your supervisor how to handle the situation.

                  Those who violate standards in this Code will be subject to
disciplinary action, up to and including termination of employment. If you are
in a situation that you believe may violate or lead to a violation of this Code,
follow the guidelines described in Section 14 of this Code.

         1. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

                  Obey the law, both in letter and in spirit, is the foundation
on which our ethical standards are built. All employees must respect and obey
the laws of the cities, states and countries in which we operate. Although not
all employees are expected to know the details of these laws, it is important to
know enough about them to determine when to seek advice from supervisors,
managers or other appropriate personnel.

         2. CONFLICTS OF INTEREST

                  A "conflict of interest" exists when a person's private
interests interferes in any way with the interests of the Company. A conflict
situation can arise when an employee, officer or director takes actions or has
interests that may make it difficult to perform his or his Company work
objectively and efficiently. Conflicts of interest may also arise when an
employee, officer or director, or members of his or his family, receives
improper personal benefits as a result of his or his position in the Company.
Loans to, or guarantees of obligations of, employees and their family members
may create conflicts of interest.

                  It is almost always a conflict of interest for a Company
employee to work simultaneously for a competitor, customer or supplier. You are
not allowed to work for a competitor as a consultant or board member. The best
policy is to avoid any direct or indirect business connection with our
customers, suppliers or competitors, except on our behalf. Conflicts of interest
are prohibited as a matter of Company policy, except under guidelines approved
by our board of directors ("BOARD OF DIRECTORS"). Conflicts of interest may not
always be clear-cut, so if you have a question, you should consult with higher
levels of management. Any employee, officer or director who becomes aware of a
conflict or potential conflict should bring it to the attention of a supervisor,
manager or other appropriate personnel or consult with the procedures described
n Section 14 of this Code.

                                        1


         3. INSIDER TRADING

                  Employees who have access to confidential information are not
permitted to use or share that information for stock trading purposes or for any
other purpose except the conduct of our business. All non-public information
about the Company should be considered confidential information. To use
non-public information for personal financial benefit or to "tip" others who
might make an investment decision on the basis of this information is not only
unethical but also illegal.

         4. CORPORATE OPPORTUNITIES

                  Employees, officer and directors are prohibited from taking
for themselves personally, opportunities that are discovered through the use of
corporate property, information or position without the consent of the Board of
Directors. No employee may use corporate property, information or position for
improper personal gain, and no employee may compete with the Company, directly
or indirectly.

         5. COMPETITION AND FAIR DEALING

                  We seek to outperform our competition fairly and honestly.
Stealing proprietary information, possessing trade secret information that was
obtained without the owner's consent, or inducing such disclosures by past or
present employees of other companies is prohibited. Each officer, director and
employee should respect the rights of and deal fairly with the Company's
customers, suppliers, competitors and employees. No employee should take unfair
advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any other intentional
unfair-dealing practice.

                  The purpose of business entertainment and gifts in a
commercial setting is to create good will and sound working relationships, not
to gain unfair advantage with customers. No gift, or entertainment should ever
be offered, given, provided or accepted by any Company employee, family member
of an employee or agent, unless it (a) is not in cash, (b) is consistent with
customary business practices, (c) is not excessive in value, (d) cannot be
construed as a bribe or payoff and (e) does not violate any laws or regulations.
Please discuss with your supervisor any gifts or proposed gifts that you are not
certain are appropriate.

         6. DISCRIMINATION AND HARASSMENT

                  The diversity of the Company's employees is a tremendous
asset. We are firmly committed to providing equal opportunity in all respects
aspects of employment and will not tolerate illegal discrimination or harassment
of any kind. Examples include derogatory comments based on racial or ethnic
characteristics and unwelcome sexual advances.

         7. HEALTH AND SAFETY

                  The Company strives to provide each employee with a safe and
healthy work environment. Each employee has responsibility for maintaining a
safe and healthy workplace for all employees by following safety and health
rules and practices and reporting accidents, injuries and unsafe equipment,
practices or conditions.

                                        2


                  Violence and threatening behavior are not permitted. Employees
should report to work in condition to perform their duties, free from the
influence of illegal drugs or alcohol. The use of alcohol and/or illegal drugs
in the workplace will not be tolerated.

         8. RECORD-KEEPING

                  The Company requires honest and accurate recording and
reporting of information in order to make responsible business decisions. For
example, only the true and actual number of hours worked should be reported.
Many employees regularly use business expense accounts, which must be documented
and recorded accurately. If you are not sure whether a certain expense is
legitimate, ask your supervisor or the Company's controller or chief financial
officer ("CFO").

                  All of the Company's books, records, accounts and financial
statements must be maintained in reasonable detail, must appropriately reflect
the Company's transactions and must conform to both applicable legal
requirements and to the Company's systems of accounting and internal controls.
Unrecorded or "off the books" funds or assets should not be maintained unless
permitted by applicable laws or regulations.

                  Business records and communications often become public, and
we should avoid exaggeration, derogatory remarks, guesswork or inappropriate
characterizations of people and companies that can be misunderstood. This
applies equally to e-mail, internal memos and formal reports. Records should
always be retained or destroyed according to the Company's record retention
policies. In accordance with these policies, in the event of litigation or
governmental investigation please consultant your supervisor. All e-mail
communications are the property of the Company and employees, officers and
directors should not expect that Company or personal e-mail communications are
private. All e-mails are the property of the Company. No employee, officer or
director shall use Company computers, including to access the internet, for
personal or non-Company business.

         9. CONFIDENTIALITY

                  Employees must maintain the confidentiality of confidential
information entrusted to them by the Company or its customers, except when
disclosure is required by laws or regulations. Confidential information includes
all non-public information that might be of use to competitors, or harmful to
the Company or its customers, if disclosed. It also includes information that
suppliers and customers have entrusted to us. The obligation to preserve
confidential information continues even after employment ends. In connection
with this obligation, employees, officers and directors may be required to
execute confidentiality agreements confirming their agreement to be bound not to
disclose confidential information. If you are uncertain whether particular
information is confidential or non-public, please consult your supervisor.

         10. PROTECTION AND PROPER USE OF COMPANY ASSETS

                  All officers, directors and employees should endeavor to
protect the Company's assets and ensure their efficient use. Theft, carelessness
and waste have a direct impact on the Company's profitability. Any suspected
incident of fraud or theft should be immediately reported for investigation.
Company equipment should not be used for non-Company business.

                                        3


                  The obligation of officers, directors and employees to protect
the Company's assets includes its proprietary information. Proprietary
information includes intellectual property such as trade secrets, patents,
trademarks and copyrights, as well as business, marketing and service plans,
engineering and manufacturing ideas, designs, databases, records, salary
information and any unpublished financial data and reports. Unauthorized use or
distribution of this information would violate Company policy. It could also be
illegal and result in civil or even criminal penalties.

         11. PAYMENTS TO GOVERNMENT PERSONNEL

                  The Unites States Foreign Corrupt Practices Act prohibits
giving anything of value, directly or indirectly, to officials of foreign
governments or foreign political candidates in order to obtain or retain
business. It is strictly prohibited to make illegal payments to government
officials of any country.

                  In addition, the U. S. government has a number of laws and
regulations regarding business gratuities that may be accepted by U.S.
government personnel. The promise, offer or delivery to an official or employee
of the U.S. government of a gist, favor or other gratuity in violation of these
rules would not only violate Company policy, but could also be a criminal
offense. State and local governments, as well as foreign governments, may have
similar rules.

         12. WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

                  Any waiver of the provisions of this Code may be made only by
the Board of Directors and will be promptly disclosed as required by law or
stock exchange rule or regulation.

         13. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

                  Employees are encouraged to talk with supervisors, managers or
Company officials about observed illegal or unethical behavior, and when in
doubt about the best course of action in a particular situation. It is the
Company's policy not to allow retaliation for reports of misconduct by others
made in good faith by employees. Employees are expected to cooperate in internal
investigations of misconduct, and the failure to do so could serve as grounds
for termination. Any employee may submit a good faith concern regarding
questionable accounting or auditing matters without fear of dismissal or
retaliation of any kind.

         14. COMPLIANCE PROCEDURES

                  We must all work to ensure prompt and consistent action
against violations of this Code. However, in some situations, it is difficult to
know if a violation has occurred. Since we cannot anticipate every situation
that may arise, it is important that we have a way to approach a new question or
problem. These are steps to keep in mind:

MAKE SURE YOU HAVE ALL THE FACTS. In order to reach the rights solutions, we
must be as fully informed as possible.

ASK YOURSELF, WHAT SPECIFICALLY AM I BEING ASKED TO DO - DOES IT SEEM UNETHICAL
OR IMPROPER? This will enable you to focus on the specific question you are
faced with, and the alternatives you have. Use your judgment and common sense;
if something seems unethical or improper, it probably is.

                                        4


CLARIFY YOUR RESPONSIBILITY AND ROLE. In most situations, there is shared
responsibility. Are your colleagues informed? It may help to get others involved
and discuss the problem.

DISCUSS THE PROBLEM WITH YOUR SUPERVISOR. This is the basic guidance for all
situations. In many cases, your supervisor will be more knowledgeable about the
question, and will appreciate being brought into the decision-making process.
Keep in mind that it is your supervisor's responsibility to help solve problems.
If your supervisor does not or cannot remedy the situation, or you are
uncomfortable binging the problem to the attention of your supervisor, bring the
issue to the attention of the human resources supervisor, or to an officer of
the Company.

YOU MAY REPORT ETHICAL VIOLATIONS IN CONFIDENCE AND WITHOUT FEAR OF RETALIATION.
If your situation requires that your identity be kept secret, your anonymity
will be protected. The Company does not permit retaliation of any kind for good
faith reports of ethical violations.

ALWAYS ASK FIRST - ACT LATER. If you are unsure of what to do in any situation,
seek guidance BEFORE YOUR ACT.

            CODE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER AND SENIOR
                               FINANCIAL OFFICERS

The Company has a Code of Business Conduct and Ethics applicable to all
employees, officers and directors of the Company. The Chief Executive Officer
("CEO") and senior financial officers of the Company, including its CFO and
principal accounting officer, are bound by the provisions set forth therein
relating to ethical conduct, conflicts of interest and compliance with law. In
addition to the Code of Business Conduct and Ethics, the CEO and senior
financial officers of the Company are also subject to the following specific
policies:

         1. The CEO and senior financial officers are responsible for full,
fair, accurate, timely and understandable disclosure in the periodic reports and
other filings required to be made by the Company with the Securities and
Exchange Commission. Accordingly, it is the responsibility of the CEO and each
senior financial officer promptly to bring to the attention of the Board of
Directors any material information of which he or she may become aware that
affects the disclosures made by the Company in its public filings or otherwise
impairs the ability of the Company to make full, fair, accurate, timely and
understandable public disclosures.

         2. The CEO and each senior financial officer shall promptly bring to
the attention of the Company's Audit Committee any information he or she may
have concerning (a) significant deficiencies in the design or operation of
internal controls which could adversely affect the Company's ability to record,
process, summarize and report financial data or (b) any fraud, whether or not
material, that involves management or other employees who have a significant
role in the Company's financial reporting, disclosures or internal controls.

         3. The CEO and each senior financial officer shall promptly bring to
the attention of the Board of Directors and the Audit Committee any information
he or she may have concerning any violation of the Company's Code of Business
Conduct and Ethics, including any actual or apparent conflicts of interest
between personal and professional relationships, involving management or other
employees who have a significant role in the Company's financial reporting,
disclosures or internal controls.

                                        5


         4. The CEO and each senior financial officer shall promptly bring to
the attention of the Board of Directors and Audit Committee any information he
or she may have concerning evidence of a material violation of the securities or
other laws, rules or regulations applicable to the Company and the operation of
its business, by the Company or any agent thereof, or of violation of the Code
of Business Conduct and Ethics or of these additional procedures.

         5. The Board of Directors shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the event of violations
of the Code of Business Conduct and Ethics of these additional procedures by the
CEO and the Company's senior financial officers. Such actions shall be
reasonably designed to deter wrongdoing and to promote accountability for
adherence to the Code of Business Conduct and Ethics and to these additional
procedures, and shall include written notices to the individual involved that
the Board has determined that there has been a violation, censure by the Board,
demotion or reassignment of the individual involved, suspension with or without
pay or benefits (as determined by the Board) and termination of the individual's
employment. In determining what action is appropriate in a particular case, the
Board of Directors or such designee shall take into account all relevant
information, including the nature and severity of the violation, whether the
violation was a single occurrence or repeated occurrences, whether the violation
appears to have been intentional or inadvertent, whether the individual in
question had been advised prior to the violation as to the proper course of
action and whether or not the individual in question had committed other
violations in the past.

                                        6

EX-23

                                  EXHIBIT 23.1

                                                        LAKE & ASSOCIATES, CPA'S

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            --------------------------------------------------------

We consent to the use, in the report on Form S-1 of Hidden Ladder, Inc. (A
Development Stage Company), of our report dated March 24, 2010 on our audit of
the financial statements of Hidden Ladder, Inc. (A Development Stage Company) as
of February 28, 2010, and the related statement of operations, shareholders'
equity and cash flows from inception on February 23, 2010 through February 28,
2010 and the reference to us under the caption "Experts."

/s/ Lake & Associates, CPA's LLC
Lake & Associates, CPA's LLC
Boca Raton, FL
March 24, 2010


1905 Wright Boulevard                              20283 State Road 7, Suite 300
Schaumburg, IL 60193                                   Boca Raton, Florida 33498

Phone: 847.524.0800                                          Phone: 866.982.9874
Fax: 847.524.1655                                              Fax: 561.982.7985

EX-99

                                  EXHIBIT 99.1

                             SUBSCRIPTION AGREEMENT

                               Hidden Ladder, Inc.
                                2803 Isle Street
                                Rocklin, CA 95765

A.    Instructions.
      ------------

      Each person considering subscribing for the Shares should review the
      following instructions:

      Subscription Agreement: Please complete, execute and deliver to the
      Company the enclosed copy of the Subscription Agreement. The Company will
      review the materials and, if the subscription is accepted, the Company
      will execute the Subscription Agreement and return one copy of the
      materials to you for your records.

      The Company shall have the right to accept or reject any subscription, in
      whole or in part.

      An acknowledgment of the acceptance of your subscription will be returned
      to you promptly after acceptance.

      Payment: Payment for the amount of the Shares subscribed for shall be made
      at the time of delivery of the properly executed Subscription Agreement,
      or such date as the Company shall specify by written notice to subscribers
      (unless such period is extended in the sole discretion of the President of
      the Company), of a check or wire transfer of immediately available funds
      to the Company at the address set forth below or an account specified by
      the Company. The closing of the transactions contemplated hereby (the
      "Closing") will be held on 90 days from ___________, 2010 or such earlier
      date specified in such notice. There is no minimum aggregate amount of
      Shares which must be sold as a condition precedent to the Closing, and the
      Company may provide for one or more Closings while continuing to offer the
      Shares that constitute the unsold portion of the Offering.

B.    Communications.
      --------------

      All documents and check should be forwarded to:

                               Hidden Ladder, Inc.
                               2803 Isle Street
                               Rocklin, CA 95765
                               Attention: David Johnson

SUBSCRIPTIONS ARE SOLD IN $500 INCREMENTS ONLY.

THE PURCHASE OF SHARES OF HIDDEN LADDER, INC. INVOLVES A HIGH DEGREE OF RISK AND
SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR
ENTIRE INVESTMENT.

EVERY POTENTIAL INVESTOR PRIOR TO ANY INVESTMENT OR PURCHASE OF HIDDEN LADDER,
INC.'S SHARES SHOULD READ THE PROSPECTUS RELATING TO THIS OFFERING.

                                                                     Page 1 of 2


                               Hidden Ladder, Inc.
                                2803 Isle Street
                                Rocklin, CA 95765

                      SUBSCRIPTION AGREEMENT SIGNATURE PAGE
                      -------------------------------------

The undersigned (the "Subscriber") hereby irrevocably subscribes for that number
of Shares set forth below, upon and subject to the terms and conditions set
forth in the Corporation's Effective Final Prospectus filed on Form S-1/A and
dated on or around _________________, 2010.

SUBSCRIPTIONS ARE SOLD IN $500 INCREMENTS ONLY.

Total Number of Shares to be Acquired: _____________________________

Amount to be Paid (price of $0.01 per Share): _____________________________

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement
this ________ of ________________________________, 2010.

NAME: (PRINT) as it should appear on the Certificate: __________________________

ADDRESS: _______________________________________________________________________
         _______________________________________________________________________

If Joint Ownership, check one (all parties must sign above):
|_| Joint Tenants with Right of Survivorship
|_| Tenants in Common
|_| Community Property

If Fiduciary or a Business or an Organization, check one:
|_| Trust
|_| Estate
|_| Power of Attorney
Name and Type of Business Organization: ________________________________________

IDENTIFICATION AUTHENTICATION REQUIRED:
- ---------------------------------------

Below is my (circle one) Social Security # - Passport# - Drivers License# - Tax
ID# - Other ___________________
# ____________________________________________

SIGNATURE: ___________________________________

                           ACCEPTANCE OF SUBSCRIPTION

The foregoing Subscription is hereby accepted for and on behalf of Hidden
Ladder, Inc.

this _______ day of ____________________________, 2010.


                                   By: _________________________________________
                                       David Johnson, President

                                                                     Page 2 of 2