10-K 1 bigsky10k093007.txt -------------------------------------------------------------------------------- U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from__________to__________ Commission file number 0-32067 Big Sky Industries I, Inc. ------------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Florida 59-3646899 ------------------------------------- ----------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 7557 West Sand Lake Road, Suite 153, Orlando, FL 32819 --------------------------------------------------- ------------------ (Address of principal executive offices) (Zip Code) (407)-628-7033 ----------------------------- (Issuer's telephone number) Securities registered under Section 12 (b) of the Exchange Act: Title of Each Class Name of Exchange on Which Registered ------------------------ ------------------------------------- None None Securities registered under Section 12(g) of the Exchange Act: Title of Each Class ------------------------------------------- Common Stock, $0.001 Par Value Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ X ] State issuer's revenues for the fiscal year ended September 30, 2007 were..................$0.00. State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specific date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.) As of December 31, 2007, there were 1,050,000 shares of common stock, $0.001 par value, issued and outstanding. Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ] TABLE OF CONTENTS Part 1 Item 1 Description of Business 1 Item 2 Description of Property 3 Item 3 Legal Proceedings 3 Item 4 Submission of Matters to a Voted of Security Holders 3 Part II Item 5 Market for Common Equity and Related Stockholder Matters and Small Business Issuers Purchases of Equity Securities 4 Item 6 Management's Discussion and Analysis or Plan of Operation 5 Item 7 Financial Statements 6 Item 8 Changes in and Disagreements With Accounts on Accounting and Financial Disclosures 6 Item 8A Controls and Procedures 6 Item 8B Other Information 7 Part III Item 9 Directors and Executive Officers of the Registrant 8 Item 10 Executive Compensation 10 Item 11 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 11 Item 12 Certain Relationships and Related Transactions11 Item 13 Exhibits 13 Item 14 Principal Accountant Fees and Services 13 Signatures 14 FORWARD LOOKING STATEMENTS This report on Form 10-KSB contains statements that plan for or anticipate the future. Forward-looking statements about the future of the blank check ("Blank Check") companies in general, statements about our future business plans and strategies, and most other statements that are not historical in nature. In this report, the words anticipate, plan, believe, expect, estimate, may, could, will, and similar expressions are intended to identify forward-looking statements. Because forward-looking statements involve future risks and uncertainties, there are factors that could cause actual results to differ materially from those expressed or implied. For example, a few of the uncertainties that could affect the accuracy of forward -looking statements include: 1.Changes in general economic and business conditions, which affect Blank Check companies; 2.legal or policy developments that diminish the appeal of our company; 3.the level of demand for Blank Check companies; and 4.changes in our business strategies. The Private Securities Litigation Reform Act of 1995, which provides a "safe harbor" for similar statements by existing public companies, does not apply to our company. PART I ITEM 1. DESCRIPTION OF BUSINESS General Development of the Company We were organized as Big Sky Industries I, Inc. under the laws of the State of Florida on January 31, 2000, as a shell ("Shell") company, which conducts virtually no business operation, other than our effort investigating opportunities to effect a merger, exchange of capital stock, asset acquisition, or other similar business combination ("Business Combination") with an operating or development stage business ("Target Business"). We registered our Company's common stock, par value $0.001 ("Common Stock") pursuant to Securities and Exchange Commission ("SEC") registration statement Form 10-SB (filed December 6, 2000) on a voluntary basis in order to create a reporting Shell company. On December 14, 2000, the SEC approved our Form 10-SB registration statement, with an effective date sixty days after the filing date. We have a shareholder base of two shareholders and 1,050,000 shares of Common Stock outstanding, all of which are restricted pursuant to Rule 144 of the Securities Act of 1933, as amended (the "Securities Act"). Unless the context otherwise requires, all references to the Company, we, our, and other similar terms means Big Sky Industries, I, Inc. Our Present Business We make reference to our entire Form 10-SB registration statement, as amended, filed with the U.S. Securities and Exchange Commission on December 6, 2000, which contains information and more comprehensive discussion of our business and our industry, information and discussion not required to included in this report on Form 10-KSB. We are in our early development and promotional stages. We are a Shell company, conducting virtually no business operation, other than our effort investigating opportunities to associate with a suitable business partner and identifying merger partners or acquisition candidates. We do not engage in any substantive commercial business or other business operations. Our executive and business offices are located at 7557 West Sand Lake Road, Suite 153, Orlando, FL 32819. 1 ITEM 1. DESCRIPTION OF BUSINESS (CONTINUED) Our Company's former sole officer and director and current director, Mr. Ramon Chimelis, devoted approximately 5% of his time to our business. Mr. Chimelis devoted as much time as was reasonably necessary to carry out our Company's business and affairs, including the evaluation of potential Target Businesses and the negotiation of a Business Combination, which has resulted in the issuance of a Memorandum of Understanding with Coffee Exchange of America's Inc for the purchase of 900,000 shares, approximately 85.7% of the Company's outstanding common shares. Our new chairman, president, and chief executive officer, Mr. Carl Olivieri, will devote approximately 50% of his time to carry out the Company's business affairs. We have no full-time employees. We expect to use consultants, attorneys, and accountants as necessary, and we do not anticipate a need to engage any full-time employees while we are investigating opportunities and evaluating Target Businesses. We will address the need for employees and their availability at the time we make a decision to consummate a specific Business Combination. We are a corporate vehicle created to effect a merger, exchange of capital stock, asset acquisition, or other similar Business Combination with an operating or development stage business, which desires to employ our Company to become a reporting corporation under the Securities Exchange Act of 1934 (the "Exchange Act"). On December 6, 2000, we registered our Common Stock, par value $0.001 pursuant to Form 10-SB registration statement on a voluntary basis in order to create a reporting Shell company. We have a shareholder base of two shareholders and 1,050,000 shares of Common Stock outstanding, all of which is restricted pursuant to Rule 144 of the Securities Act of 1933, as amended. Pursuant to resolution of our board of directors, no Business Combination may occur prior to our Company obtaining the requisite audited financial statements required pursuant to Form 8-K (or its equivalent) promulgated under the Exchange Act. As a Shell corporation, we face special risks inherent in the investigation, acquisition, or involvement in a new business opportunity. Further, as a new or start-up company, we face all of the unforeseen costs, expenses, problems, and difficulties related to new companies. Since inception, we have investigated business opportunities to complete a Business Combination transaction with a Target Business that has significant growth potential, which, in the opinion of management, could provide a profit for our Company and our shareholders. We believe that such an opportunity has presented itself, and, in this regard, the Company and Mr. Chimelis entered into a Memorandum of Understanding with Coffee Exchange of America's Inc for the purchase of 900,000 shares, approximately 85.7% of the Company's outstanding common shares (See Note 5. Related Party Transaction). 2 ITEM 1. DESCRIPTION OF BUSINESS (CONTINUED) No trading market in our Common Stock presently exists. In light of the restrictions concerning Shell companies contained in many state blue sky laws and regulations, it is not likely that a trading market will be created in our Common Stock until such time as the Memorandum of Understanding (discussed above) results in a signed agreement between the Company's current majority shareholder and the Target Business, Coffee Exchange of The America's, Inc. We cannot assure that a trading market in our Common Stock will develop, after the Business Combination occurs, especially in light of the U.S. Securities and Exchange Commission's view that Rule 144 is not available for resale transactions for securities issued by Blank Check companies, and that resale of such securities cannot occur without registration under the Securities Act. We cannot presently ascertain with any degree or certainty the costs required to structure and consummate the identified Business Combination (including negotiating relevant agreements and preparing requisite documents for filing pursuant to applicable securities laws and state blue sky and corporation laws). ITEM 2. PROPERTIES Our executive and business offices are currently located at 7557 West Sank Lake Road, Suite 153, Orlando, FL 32819. Pursuant to an oral arrangement, we sub-lease our office space on a month-to-month basis free of charge from Mr. Chimelis, our former sole officer and director and current director. We believe this office space is adequate to serve our needs until such time as the identified Business Combination with the Target Business (See Memorandum of Understanding discussed above) occurs. Mr. Chimelis has agreed to continue the current sub-lease arrangement for office space, pursuant to the terms described above, until such time as the identified Business Combination with the Target Business occurs. See "Certain Relationships and related Transactions." ITEM 3. LEGAL PROCEEDINGS. As of December 30, 2007, we are not a party to any material legal proceedings, nor are we aware of any threatened litigation of a material nature. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No matter was submitted to a vote of our security holders during the fourth quarter of our fiscal year. 3 PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS. Market Information No public trading market presently exists for the Company's Common Stock, and, other than the execution of the Memorandum of Understanding with Exchange of America's, Inc. (See discussion above) there are no other plans, proposals, arrangements, or understandings with any person with regard to the development of any trading market in any of the Company's securities. No shares of Common Stock have been registered for resale under the federal securities laws or the blue sky laws of any state. We cannot guarantee that any trading market will develop in our Common Stock at any time in the future, especially in light of the U.S. Securities and Exchange Commission's view that Rule 144 is not available for resale transactions for securities issued by Blank Check companies, and that the resale of such securities cannot occur without registration under the Securities Act. Further, the holders of shares of Common Stock and persons who may desire to purchase shares of Common Stock in any trading market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the ability of shareholders to sell their shares and of purchasers to purchase the shares of Common Stock. Some jurisdictions may not allow the trading or resale of blind-pool or Blank Check securities under any circumstances. Accordingly, shareholders should consider the secondary market for the Company's securities to be limited one. We do not intend to develop any trading market in the Company's Common Stock until such time as a Business Combination is effectuated and the requisite audited financial statements required pursuant to Form 8-K (or its equivalent) are filed with the SEC. No assurances are made, however, that a trading market for the Company's Common Stock will ever develop. Holders As of December 30, 2007, two holders of record held our Common Stock. Dividends Since inception, the Company has not declared or paid cash dividends. No restrictions limit our ability to pay dividends on our Common Stock. We do expect to pay any dividends in the near future. Recent Sales of Unregistered Securities As of December 30, 2007, we have issued an aggregate of 1,050,000 shares of Common Stock as follows: On January 31, 2000, we adopted and agreed to be bound by the items of an organizational agreement. Mr. Chimelis, former sole officer and director and current director, pursuant to which Mr. Chimelis agreed to provide cash in return for the issuance to him of ouFr Company securities. Accordingly, on January 31, 2000, we issued Mr. Chimelis a total of 1,000,000 shares of Common Stock at $0.001 per share. The cash consideration provided by Mr. Chimelis pursuant to the terms of the organizational agreement totaled $1,000.00. In January 2000, the Company issued 50,000 shares valued at $50 as consideration for services rendered by one of the two founding stockholders of the Company for the formation of the Company. The Company relied on Section 4(2) of the Securities Act, since the transaction did not involve any public offering. 4 ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS. (CONTINUED) No underwriters were utilized and no commissions or fees were paid with respect to any of the above transactions. No other shares of Common Stock have been issued by our Company in any other transaction. ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS This Annual Report on Form 10-KSB should be read in conjunction with our audited financial statements and notes, which are attached hereto beginning on page F-1and have been incorporated by reference into Item 7 of this Report on Form 10-KSB. This Annual Report on Form 10-KSB contains forward-looking statements. For this purpose, any statements contained in it that are not statements of historical fact should be regarded as forward-looking statements. For example, the words believe, anticipates, plans, and expects are intended to identify forward-looking statements. There are a number of important factors that could cause our Company's actual results to differ materially from those indicated by such forward-looking statements. Plan of Operation Big Sky Industries I, Inc. is presently a development stage company that conducts virtually no business operations, other than investigating opportunities to effect a merger, exchange of capital stock, asset acquisition, or other similar business combination (a "Business Combination") with an operating or development stage business ("Target Business"), which desires to employ the Company to become a reporting corporation under the Securities Exchange Act of 1934. To date, we have not engaged in any operations, nor have we generated any revenue; it has not received cash flow from business operations. The Company will carry out its plan of business as discussed above. See "Description of Business." We do not have significant cash or other material assets, nor do we have an established source of revenue needed to cover the costs of normal operations, which would allow us to continue as a going concern. These financial statements have been prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Our ability to meet those obligations and continue as a going concern is dependent upon us raising new capital through advances from current shareholders and issuing equity securities to complete a Business Combination transaction with a Target Business. If it becomes necessary for us to raise additional funds to support normal operations during the next twelve months, our principal shareholder and former sole officer and director and current director, Ramon Chimelis, will advance funds as needed. If we need to raise funds beyond funds needed for normal operations, we may choose to sell additional common stock, especially if we complete the identified business transaction with the Target Business (See Memorandum of Understanding discussion above). Since inception, we have received a cash infusion of $1,165. With the exception of certain other professional fees and costs related to a Business Combination, we expect that we will incur minimal operating costs and, as indicated above, our principal shareholder, former sole officer and director and current director will advance funds, as needed, to meet our cash requirements during the next twelve months. It is likely, however, that a Business Combination, including the identified Business Combination discussed above, might not occur during the next twelve months; and in the event that our principal shareholder does not advance adequate funds to support normal operations and we deplete our present cash reserves prior to completing a Business Combination transaction with a Target Business, we may cease operations and a Business Combination may not occur. 5 ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS (CONTINUED) Other than the identified Business Combination discussed above (See Memorandum of Understanding entered into on March 31, 2007; Note 5, Related Party Transaction) we have not yet identified another Business Combination opportunity; therefore, we are unable to predict our cash requirements subsequent to a Business Combination with an unidentified Target Business. As indicated above, we may be required to raise capital through the sale of or issuance of additional securities, in order to ensure that we can meet our operating costs for the remainder of our fiscal year, if we complete a Business Combination transaction with a Target Business. In the event that we elect to raise additional capital by selling common stock, prior to, or in connection with, completing a Business Combination transaction, we expect to do so through the private placement of restricted securities. There are no agreements or understandings of any kind with respect to any loans from officers or directors of the Company on behalf of the Company, other than that describe above. Our cash reserves have been minimal since inception; therefore, we have not compensated our officers or directors. In the near term, we may compensate them for their services by issuing them stock in lieu of cash. Presently, there are no arrangements or anticipated arrangements to pay any type of additional compensation to any officer or director. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we might seek to compensate providers of services by the issuance of stock in lieu of cash. ITEM 7. FINANCIAL STATEMENTS The Financial Statements of the Company and the accompanying notes thereto and the independent's registered public accounting firm's report are included as part of this Form 10-KSB and immediately follow the signature page of this Form 10-KSB, beginning with page F-1. ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. ITEM 8A. CONTROLS AND PROCEDURES As required by the Securities Exchange Act of 1934 (the "Exchange Act"), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2007, being the date of our most recently completed fiscal year end. This evaluation was carried out under the supervision and with the participation of our chief executive officer. Based upon that evaluation, our chief executive officer concluded that our disclosure controls and procedures are effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and 6 ITEM 8A. CONTROLS AND PROCEDURES (CONTINUED) procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated by our chief executive officer, to allow timely decisions regarding required disclosure. During our most recently completed fiscal year ended September 30, 2007, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting. The term "internal control over financial reporting" is defined as a process designed by, or under the supervision of, the registrant's principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant; (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and (3) Provide reasonable assurance regarding of timely detection of unauthorized acquisition, use or disposition of the registrant's assets that could have a material effect on the financial statements. Our management, including our chief executive officer, does not expect that our disclosure controls or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any system of controls also is partially based on certain assumptions about the likelihood of future events, and we cannot assure you hat any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. ITEM 8B. OTHER INFORMATION. Not Applicable. 7

The Company and each of these other entities will be in competition with each other for Target Businesses. Presently, no determination has been made as to the priority of these companies, with respect to the order with which these companies will attempt to effectuate a Business Combination, once they are prepared to effectuate a Business Combination. As of the date hereof, Mr. Olivieri, chairman of the board, chief executive officer, and president is the only persons who performs material operations on behalf of the Company, and he does not anticipate making any significant changes in the composition of Company officers or directors, until such time as a Business Combination occurs. Mr. Olivieri assumed his current positions on November 20, 2007. Mr. Chimelis, former president, treasurer, secretary, and sole director and current director was the only person who performed material operations on behalf of the Company prior to November 20, 2007. Each director is elected until the next Annual Meeting of shareholders and until a successor is qualified. Ramon Chimelis is the initial promoter of the Company; the Company had no other promoter. 9 ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. (CONTINUED) COMMITTEES Audit Committee Financial Expert The Securities and Exchange Commission has adopted rules implementing Section 407 of the Sarbanes-Oxley Act of 2002 requiring public companies to disclose information about "audit committee financial experts." As of the date of this Annual report, we do not have a standing Audit Committee. The functions of the Audit Committee are currently assumed by our full Board of Directors. Additionally, we do not have a member of our Board of Directors that qualifies as an "audit committee financial expert." For that reason, we do not have an audit committee financial expert. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE To the best of our knowledge, based solely on a review of the copies of such reports furnished to us and written representation that no other reports are required, Section 16(a) filing requirements applicable to our officers, directors, and greater than ten percent beneficial owners were filed timely during the most recent fiscal year. ITEM 10. EXECUTIVE COMPENSATION Compensation of Officers During the period covered by this report, Mr.Chimelis, former president and sole director and current director received no salary or any other type of compensation. He had no employment agreement with our Company and we had no other executive officers. On November 20, 2007, Mr. Olivieri assumed the positions of chairman, president, and chief executive officer; Mr. Chimelis remains on the board of directors as a director. Pursuant to Instruction 5 to Item 402 (a) (2) of Regulation S-B, no table or column is provided in this Item 10 to this report on Form 10-KSB. Mr. Chimelis was not bound by an employment agreement with the Company during the period covered by this report. As a result, his relationship with the Company could have been terminated at any time for any reason. On November 20, 2007, he resigned all positions he held with the Company, but remains as a member of the board of directors. Compensation of Directors During the period covered by this report, Mr. Chimelis received no salary or any other type of compensation in his capacity as sole director of the Company. As of the date hereof, we do not have in place a compensation arrangement for our directors for their services as directors, for committee participation, or special assignments. Employee Stock Option Plan We have no stock option, retirement, pension, or profit-sharing programs for the benefit of directors, officers, or other employees; however, our board of directors may recommend adoption of one or more such programs in the future. 10 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of the date hereof, the names, addresses, amount and nature of beneficial ownership and percent of such ownership of each person or group known to the Company to be the beneficial owner of more than five percent (5%) of the Company's Common Stock. Name and Address of Amount and Nature Beneficial Owner of Beneficial Ownership Percent of Class --------------------------- ------------------------ ----------------- Ramon Chimelis 7557 West Sand Lake Road Suite 153 Orlando, Florida 32836 1,000,000 95.23% The following table sets forth, as of the date hereof, the names and addresses, amount and nature of beneficial ownership and percent of such ownership of the Company's Common Stock of each of the officers and directors of the Company, and the officers and directors of the Company as a group. Name and Address of Amount and Nature Beneficial Owner of Beneficial Ownership Percent of Class --------------------------- ------------------------ ---------------- Ramone Chimelis 7557 West Sand Lake Road Suite 153 Orlando, Florida 32836 1,000,000 95.23% Carl Olivieri 7557 West Sand lake Road Suite 153 Orlando, Florida 32836 0 0% ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Although our management has no current plans to cause the Company to do so, our affiliates, officers and directors (at September 30, 2007, our Company had one officer, one director, and two shareholders; as of November 20, 2007, the Company had one officer, two directors, and two shareholders) may actively negotiate for or otherwise consent to the disposition of any portion of their Common Stock as a condition to or in connection with a Business Combination. Therefore, it is possible that the terms of any Business Combination will provide for the sale of some shares of Common Stock held by management or affiliates. Thus, it is likely that none of our other shareholders will be afforded the right to sell pursuant to the same terms that such selling officers, directors, or affiliates will be provided. Also, such shareholders will not be afforded an opportunity to approve or consent to such management or affiliate's stock purchase. It is more likely than not that any sale of securities by the Company's current stockholders to an acquisition candidate would be at a price substantially higher than the originally paid by such stockholders. Any payment to current stockholders in context of an acquisition involving our Company would be determined entirely by the largely unforeseen terms of a future agreement with an unidentified business entity or the terms (not yet finalized) of the identified business entity (See Note 5, Related Party Transaction). 11 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONTINUED) The executive and business offices of the Company consist of office space located at 7557 West Sand Lake Road, Suite 153, Orlando, FL 32819. Pursuant to an oral arrangement, we sub-lease our office space on a month-to-month basis free of charge from Mr. Chimelis, our former sole officer and director and current director. We believe this office space is adequate to serve our needs until such time as a Business Combination occurs, and we expect to be able to utilize these offices, pursuant to the terms described above, until such time as a Business Combination occurs. Pursuant to Sections 607.0901(5) and 607.0902(5) of the Florida Business Corporation Act, our Company has inserted certain provision in our articles of incorporation, which have the effect of removing us from the purview of the control-share acquisition and affiliated transaction statutes promulgated under Sections 607.0901 and 607.0902 of the Florida business Corporation Act and hence, the protections afforded by such statues. Section 607.0901 of the Florida Business Corporation Act imposes limitations on the exercise of corporate control, directly or indirectly, by a beneficial owner of more than 10% of a corporation's outstanding voting stock (an "interested shareholder"). The corporation's "disinterested directors" as defined therein, or a supermajority of the corporation's shareholders (other than the interested shareholder and related parties) are required to approve certain business combinations and corporate transactions with the interested shareholder or any entity or individual controlled by the interested shareholder ("affiliated transaction"), unless certain statutory exemptions apply, or the corporation has opted out of the affiliated transactions statue. The stated purpose of the affiliated transactions statute is to assure that Florida shareholders who do not tender their shares in a hostile takeover offer receive a fair price for those shares in a second-step, freeze-out transaction. By removing the Company from the purview of Florida's affiliated transaction stature, the consideration received by selling shareholders in a "second-step" transaction could be less than the consideration received by the selling shareholders in the initial transaction. Section 607.0902 of the Florida Business Corporation Act denies corporate control to an acquirer of control shares by extinguishing the voting rights of shares of an "issuing public corporation," as defined therein, acquired in a "control share acquisition,"as defined therein. Voting rights may be reinstated to the extent provided in a shareholders' resolution approved by (1) each class or series entitled to vote separately on the proposal by a majority of all votes entitled to be cast by such class or series and (2) each class or series entitled to vote separately on the proposal by a majority of all votes entitled to be cast by such class or series, excluding all "interested shares" ( generally speaking, those shares that may be voted by or at the direction of a person who made a control-share acquisition or an officer or employee/director of the subject "issuing public corporation"). The acquisition of shares is not directly affected, only the voting rights attendant to control shares. Other shares of the same corporation are owned or acquired by the same person are not affected. The stated purpose of the control share acquisition statute is to protect Florida shareholders by affording them an opportunity to decide whether a change in corporate control is desirable. By removing the Company from the purview of Florida's control-share acquisition stature, shares of an "issuing public corporation" acquired pursuant to a control acquisition are not deemed to be "control-share acquisitions," which, in the Company's case, effectively denies non-management/affiliate shareholders an opportunity to approve or consent to an acquirer's purchase of such management or affiliate's stock pursuant to a Business Combination. On November 30, 2007, the Company's board of directors approved the movement of its corporate charter from the state of Florida to the state of Nevada. 12 ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 31.1 Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification by Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* *Filed herewith (b) Reports on Form 8-K We filed one current report on Form 8-K, dated November 28, 2007, with the Securities Exchange Commission, pursuant to Item 5.02, reporting the resignation of Ramon Chimelis from the position of chief executive officer and president and the appointment of Carl Olivieri as chairman of the board, chief executive officer, and president of Big Sky Industries I, Inc. We also reported pursuant to Item 5.03, "Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year," that the board of directors approved the movement of Big Sky's corporate charter from the state of Florida to the state of Nevada. No financial statements were filed with this current report. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Fees: The Company incurred aggregate fees and expenses from Patrick Rodgers, CPA, PA of $8,000 for the audit of fiscal years ended September 30, 2007 and September 30, 2006, including review of the Company's financial statements included in its Forms 10-QSB for the fiscal years ended September 30, 2007 and September 30, 2006, respectively. Tax Fees: The Company did not incur any tax fees from Patrick Rodgers, CPA, PA for the fiscal years ended September 30, 2007 and 2006. All Other Costs: During fiscal years ended September 30, 2007 and 2006, the Company incurred aggregate fees and expenses of $-0- from Patrick Rodgers, CPA, PA for all other services consisting of other fees and expenses. Audit Committee: All of the services described above for fiscal years ended September 30, 2007 and 2006 were approved by Ramon Chimelis, the former president and sole director and current director, pursuant to the Company's policies and procedures. On May 22, 2007, Patrick Rodgers, CPA, PA was appointed as the new independent registered public accounting firm, to provide auditing and related services, including review of the Company's financial statements included in its Forms 10-QSB and Form 10-KSB, beginning with the quarter ended June 30, 2003. The Company intends to continue using Patrick Rodgers, CPA, PA for audit and audit related services, and as needed for due diligence in acquisitions. 13 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BIG SKY INDUSTRIES I, INC. Date: January 7, 2008 By: /s/ Carl Olivieri ------------------------------- Carl Olivieri Chairman, President, and Chief Executive officer Date: January 7, 2008 By: /s/ Ramon Chimelis -------------------------------- Ramon Chimelis Director 14 BIG SKY INDUSTRIES I, INC. FINANCIAL STATEMENTS FOR YEARS ENDED SEPTEMBER 30, 2007 AND 2006 TABLE OF CONTENTS Balance Sheet as of September 30, 2007 F-3 Statements of Operations for the years ended September 30, 2007 and 2006 F-4 Statement of Stockholders' Equity (Deficit) for the Period January 31, 2000 (inception) to September 30, 2007 F-5 Statement of Cash Flows for the years ended F-6 September 30, 2007 and 2006 Notes to Financial Statements F-7 to F-12 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Big Sky Industries I, Inc. Orlando, Florida 32819 I have audited the accompanying balance sheet of Big Sky Industries I, Inc. ("the Company"), a development stage company, as of September 30, 2007, and the related statements of operations, stockholders' equity (deficit), and cash flows for the years ended September 30, 2007 and 2006. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, these financial statements present fairly, in all material respects, the financial position of Big Sky Industries I, Inc. as of September 30, 2007 and the results of its operations and its cash flows for the years ended September 30, 2007 and 2006, in conformity with accounting principles generally accepted in the United States. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a continuing record of losses, a working capital deficiency, and negative stockholders' equity which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Patrick Rodgers, CPA, PA Altamonte Springs, Florida December 31, 2007 F-2 BIG SKY INDUSTIES I, INC. (a Development Stage Company) BALANCE SHEET AT SEPTEMBER 30, 2007 ASSETS Cash $ -- ------- TOTAL ASSETS $ -- ======= LIABILITIES AND STOCKHOLDERS' DEFICIT LIABILITIES Advances payable 9,000 Accrued expenses $ 3,568 ------- TOTAL LIABILITIES 12,568 ------- STOCKHOLDERS' DEFICIT Preferred stock, no par value; 5,000,000 shares authorized, none outstanding Common stock, $.001 par value, 50,000 shares authorized 1,050,000 shares issued and outstanding 1,050 Additional paid-in capital 187 Deficit accumulated during the development stage (13,805) ------- TOTAL STOCKHOLDERS' DEFICIT (12,568) ------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ -- ======= The accompanying notes are an integral part of these financial statements. F-3

The accompanying notes are an integral part of these Financial statements. F-4

The accompanying notes are an integral part of these financial statements. F-5

The accompanying notes are an integral part of these financial statements. F-6 BIG SKY INDUSTRIES I, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006 NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Activity and Organization ---------------------------------- Big Sky Industries I (the "Company") was incorporated in Florida on January 31, 2000. On November 20, 2007, the Company's board of directors approved the movement of its corporate charter from the state of Florida to the state of Nevada. The Company was organized as a "shell" company and conducts virtually no business operation, other than investigating opportunities to associate with a suitable business partner and identifying merger partners or acquisition candidates. The Company is a development stage enterprise, as defined by Financial Accounting Standards ("FAS") No 7, "Accounting and Reporting by Development Stage Enterprises." Since incorporation in January 2000, the Company has been devoting its efforts to activities such as raising capital, establishing sources of information, and developing markets for its planned operations. As of September 30, 2007, the Company has not generated any revenue, and, as such, it is considered a development stage company. Basis of presentation and going concern uncertainty --------------------------------------------------- The financial statements of the Company have been prepared assuming that the Company will continue as a going concern. However, since inception the Company has incurred losses from operations of approximately $14,000. As a result, the Company has a negative working capital and a negative stockholders' equity. The losses from operations are primarily attributable to the overhead expenses deemed necessary to support the Company's operations during the development stage. In light of the Company's current financial position and the uncertainty of its ability to consummate a business Combination, which would involve the acquisition, a merger, exchange of capital stock, asset acquisition, or other similar business combination (a "Business Combination") with an operating or development stage business ("Target Business"), there is substantial doubt about the Company's ability to continue as a going concern. The Company anticipates meeting its cash requirements through the financial support of its management and stockholders until it completes an acquisition or merger with a company Use of Estimates ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of these financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Income Taxes ------------ The Company computes deferred income taxes under the provisions of FAS No.109, which requires the use of an asset and liability method of accounting for income taxes. FAS No. 109 provides for the recognition and measurement of deferred income tax benefits based on the likelihood of their realization in future years. A valuation allowance must be established to reduce deferred income tax benefits if it is more likely than not that a portion of the deferred income tax benefits will not be realized. F-7 BIG SKY INDUSTRIES I, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006 NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Earnings Per Common Share ------------------------- The Company follows the provisions of the Financial Accounting Standards Board's Statement of Financial Accounting Standards ("SFAS") No. 128 "Earnings Per Share." SFAS No. 128 requires companies to present basic earnings per share ("EPS") and diluted EPS, rather than the primary and fully diluted EPS presentations that were formerly required by Accounting Principles Board No. 15,"Earnings Per Share." Basic EPS is computed by dividing net income or loss by the weighted average number of common shares outstanding during the year. Diluted EPS is calculated using the "if converted" method for convertible securities and the treasury stock method for options and warrants as previously prescribed by Accounting Principles Board Opinion No. 15, "Earnings Per Share." Cash and Cash Equivalents ------------------------- The Company considers all investments with original maturities of three months or less to be cash equivalents. Fair value of financial instruments ----------------------------------- In accordance with the reporting requirements of SFAS No. 107, Disclosures About Fair Value of Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this statement and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The estimated fair value of the loans from related party approximate their carrying amounts due to the short maturity of these instruments. At September 30, 2007, the Company did not have any other financial instruments. Recent accounting pronouncements -------------------------------- In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 clarifies the accounting for income taxes by prescribing a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined in FIN 48 as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. FIN 48 must be applied to all existing tax positions upon initial adoption. The cumulative effect of applying FIN 48 at adoption, if any, is to be reported as an adjustment to opening retained earnings for the year of adoption. FIN 48 is effective for the Company's year end 2007, although early adoption is permitted. The Company is assessing the potential effect of FIN 48 on its financial statements. F-8 BIG SKY INDUSTRIES I, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006 NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) In February 2006, the FASB issued SFAS 155, "Accounting for Certain Hybrid Financial Instruments." This Statement amends FASB Statements No. 133, Accounting for Derivative Instruments and Hedging Activities, and No. 140, Accounting for Transfers and Servicing of Financial Assets and extinguishments of Liabilities. This Statement resolves issues addressed in Statement 133 Implementation Issue No. Dl, "Application of Statement 133 to Beneficial Interests in Securitized Financial Assets." This Statement: a) Permits fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. b) Clarifies which interest-only strips and principal-only strips are not subject to the requirements of Statement 133. c) Establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation. d) Clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives. Amends Statement 140 to eliminate the probation on qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. The fair value election provided for in paragraph 4(e) of this Statement may also be applied upon adoption of this Statement for hybrid financial instruments that had been bifurcated under paragraph 12 of Statement 133 prior to the adoption of this Statement. Earlier adoption is permitted as of the beginning of our fiscal year, provided we have not yet issued financial statements, including financial statements for any interim period, for that fiscal year. Provisions of this Statement may be applied to instruments that we hold at the date of adoption on an instrument-by-instrument basis. Adoption of this Statement is required as of the beginning of the first fiscal year that begins after September 15, 2005. The adoption of this statement is not expected to have a material impact on the company's financial statements. In March 2006, The FASB issued SEAS 156, "Accounting for Servicing of Financial Assets." This Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement: a) Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in certain situations. b) Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable. F-9 BIG SKY INDUSTRIES I, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006 NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) c) Permits an entity to choose either the amortization method or the fair value measurement method for each class of separately recognized servicing assets and servicing liabilities. d) At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity's exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value. e) Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities. Adoption of this Statement is required as of the beginning of the first fiscal year that begins after September 15, 2006. The adoption of this statement is not expected to have a material impact on the company's financial statements. In September 2006, the FASB issued Statement No. 157, "Fair Value Measurements." This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure about fair value measurement. The implementation of this guidance is not expected to have any impact on the company's financial statements. In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of PASS Statements No. 87, 106, and 132(R)" ("SFAS No. 158"). SFAS No. 158 requires companies to recognize a net liability or asset and an offsetting adjustment to accumulate other comprehensive income to report the funded status of defined benefit pension and other postretirement benefit plans. SFAS No. 158 requires prospective application, recognition and disclosure requirements effective for the company's fiscal year ending December 31, 2007. Additionally, SFAS No. 158 requires companies to measure plan assets and obligations at their year-end balance sheet date. This requirement is effective for the company's fiscal year ending December 31, 2009. The company is currently evaluating the impact of the adoption of SFAS No. 258 and does not expect that it will have a material impact on its financial statements. F-10 BIG SKY INDUSTRIES I, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006 NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) In September 2006, the United States Securities and Exchange Commission ("SEC"), adopted SAB No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements." This SAB provides guidance on the consideration of the effects to prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. SAB 108 establishes an approach that requires quantification of financial statement errors based on the effects of each of the company's balance sheet and statement of operations financial statements and the related financial statement disclosures. The SAB permits existing public companies to record the cumulative effect of initially applying this approach in the first year ending after November 15, 2006 by recording the necessary correcting adjustments to the carrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment recorded to the opening balance of retained earnings. Additionally, the use of the cumulative effect transition method requires detailed disclosure of the nature and amount of each individual error being corrected through the cumulative adjustment and how and when it arose. The company is currently evaluating the impact, if any, that SAB 108 may have on the company's results of operations or financial position. NOTE 2. ADVANCES PAYABLE Advances payable represents short-term advances to the Company by a third party for the payment of certain operating expenses incurred during the fourth quarter of the fiscal year ended September 30, 2007. These advances are non-interest bearing and due on demand. NOTE 3. LOSS PER COMMON SHARE Net loss per common share outstanding for the year ended September 30, 2007 and 2006, as shown on the Statement of Operations, is based on the number of common shares outstanding at the balance sheet date. Weighted average shares outstanding was not computed since it would not be meaningful in the circumstances, as all shares issued during the period from incorporation through September 30, 2007 were for initial capital and were issued to just two individuals. Therefore, the total shares outstanding at the end of the period were deemed to be the most relevant number of shares to use for purposes of this disclosure. For the year ended September 30, 2007 and 2006, basic and diluted weighted average common shares include only common shares outstanding, since there were no common share equivalents. NOTE 4. CAPITAL STOCK Common Stock ------------ The holders of the common stock are entitled to one vote per share; they have non-cumulative voting rights. The holders are also entitled to receive dividends when, as, and if declared by the board of directors. Additionally, the holders of the common stock do not have any preemptive right to subscribe for, or purchase any shares of any class of stock. F-11 BIG SKY INDUSTRIES I, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2007 AND 2006 NOTE 4. CAPITAL STOCK (CONTINUED) In January 2000, the Company issued 1,000,000 shares of common stock at par value per share, for a total of $1,000. A stock subscription receivable was recorded at the date of issuance for the same amount, which was paid in June 2000. In January 2000, the Company issued 50,000 shares valued at $50 as consideration for services rendered by one of the two founding stockholders of the Company for the formation of the Company. Preferred Stock The board of directors of the Company is authorized to provide for the issuance of preferred stock in classes or series, and, by filing the appropriate articles of amendment with the Secretary of State of Florida, is authorized to establish the number of shares to be included in each class or series, which may include a conversion feature into common stock. As of September 30, 2007, no shares of preferred stock have issued and no preferences, limitations, or relative rights have been assigned. NOTE 5. RELATED PARTY TRANSACTION In January 2000, the Company issued 50,000 shares valued at $50 as consideration for services rendered by one of the two founding stockholders of the Company for the formation of the Company. On March 31, 2007, the Company and Mr. Chimelis signed a Memorandum of Understanding ("MOU") with Coffee Exchange of America's Inc. ("CEOTA") for the purchase of 950,000 of Mr. Chimelis' shares, or approximately 85.7% of the Company's issued and outstanding common shares. The MOU provides that CEOTA will make payments of $2,500 and $1,059 for unpaid audit fees and state corporation fees, respectively, and $30,000 to the Company's shareholders before the common shares are transferred to CEOTA. As of December 31, 2007, all payments, provided for under the terms of the MOU, have not been made by CEOTA; therefore, the transaction has not been completed. NOTE 6. INCOME TAXES At September 30, 2007, the Company had a net operating loss carryforward of approximately $13,805. This loss may be carried forward to offset federal income taxes in future years through the year 2027. However, if subsequently there are ownership changes in the Company, as defined in Section 382 of the Internal Revenue Code, the Company's ability to utilize net operating losses available before the ownership change may be restricted to a percentage of the market value of the Company at the time of the ownership change. Therefore, substantial net operating loss carryforwards could, in all likelihood, be limited or eliminated in future years due to a change in ownership as defined in the Code. The utilization of the remaining carryforwards is dependent on the Company's ability to generate sufficient income during the carryforward periods and no further significant changes in ownership. It is management's opinion that the entire deferred tax benefit of approximately $2,600, resulting from the net operating loss carryforward may not be recognized in future years. Therefore, a valuation allowance of $2,600, equal to the deferred tax benefit, has been established, resulting in no deferred tax benefits as of the balance sheet date. F-12

BIG SKY INDUSTRIES I INC 10-K