UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ x QUARTERLY REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November~~February 3028, ~~2010~~2011

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________.

Commission file number 333-148076

RAPTOR TECHNOLOGY GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada	20-8-182
(State or Other Jurisdiction of Incorporation of Organization)	(I.R.S. Employer Identification No.)

409 – 903 19th Avenue SW, Calgary, Alberta, T2T OH8	403-399-6402
(Address of principal executive offices) (ZIP Code)	(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þx

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes þ x No o

Number of common shares outstanding at ~~January~~April 1421, 2011: 63,356,538

Table of Contents

PART I – FINANCIAL INFORMATION		3
	Item 1. Financial Statements.	3
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.	4
	Item 3. Quantitative and Qualitative Disclosures About Mark Risk.	7
	Item 4. Controls and Procedures.	7
	Item 4T. Controls and Procedures.	8
PART II – OTHER INFORMATION		8
	Item 1. Legal Proceedings.	8
	Item 1A. Risk Factors.	8
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	8
	Item 3. Defaults Upon Senior Securities.	9
	Item 4. Submissions of Matters to a Vote of Security Holders.	9
	Item 5. Other Information.	9
	Item 6. Exhibits.	9

Table of Contents

PART I – FINANCIAL INFORMATION	3
Item 1. Financial Statements.	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Result of Operations.	12
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	16
Item 4. Controls and Procedures.	16
Item 4T. Controls and Procedures.	16

PART II – OTHER INFORMATION	16
Item 1. Legal Proceedings.	16
Item 1A. Risk Factors.	17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	17
Item 3. Defaults Upon Senior Securities.	17
Item 4. Submissions of Matters to a Vote of Security Holders.	17
Item 5. Other Information.	17
Item 6. Exhibits	17

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

RAPTOR TECHNOLOGY GROUP, INC.

~~(formerly~~Financial ~~Branded Beverages, Inc.)~~Statements

~~Financial~~(Expressed ~~Statements~~in United States dollars)

~~(Expressed~~February in28, ~~United States dollars)~~2011

~~November 30, 2010~~Index

Index

Balance Sheets	4

Statements of Stockholders’ Equity	5

Statements of Operations and comprehensive loss	6

Statements of Cash Flows	7

Notes to the Financial Statements	8

Balance Sheets	F-1
Statements of Stockholders’ Equity	F-2
Statements of Operations and Comprehensive Loss	F-3
Statements of Cash Flows	F-4
Notes to the Financial Statements	F-5

3Table of Contents

RAPTOR TECHNOLOGY GROUP, INC.
RAPTOR TECHNOLOGY GROUP, INC. (formerly Branded Beverages Inc.)
(formerly Branded Beverages, Inc.)
(A development stage company)
(A development stage company)
Balance Sheets
Balance Sheets
(Expressed in U.S. Dollars)
(Expressed in U.S. Dollars)
		February 28 2011			August 31 2010
		November 30, 2010		August 31, 2010
ASSETS
ASSETS
Current
Current
Cash and cash equivalents		$	-		$	17,324
Cash and cash equivalents	$	15,570	$	17,324
Website Development Costs, net of amortization of $20,157			-			353
Website Development Costs, net of amortization of $20,157		-		353
Total assets		$	-		$	17,677
Total assets	$	15,570	$	17,677
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Liabilities
Current
Current
Accounts payable and accrued liabilities			2,755			1,151
Accounts payable and accrued liabilities		11,464		1,151
Due to related parties (Note 4)			200,732			165,584
Due to related parties (Note 4)		185,084		165,584
Total liabilities			203,487			166,735
Total liabilities		196,548		166,735
Stockholders' Equity (Deficiency)
Stockholders' Equity (Deficiency)
Share capital
Share capital
Authorized:
Authorized:
100,000,000 preferred shares, par value $0.0001
100,000,000 preferred shares, par value $0.0001
100,000,000 common shares, par value $0.0001
100,000,000 common shares, par value $0.0001
Issued and outstanding:
Issued and outstanding:
Nil preferred shares
Nil preferred shares
63,356,538 common shares (August 31, 2010 – 191,456,538)			6,336			912
191,456,538 common shares		19,146		19,146
Additional paid-in capital			106,675			112,099
Additional paid-in capital		93,865		93,865
(Deficit) accumulated during the development stage			(316,498	)		(262,069	)
(Deficit) accumulated during the development stage		(293,989)		(262,069)
Total stockholders' equity (deficiency)			(203,487	)		(149,058	)
Total stockholders' equity (deficiency)		(180,978)		(149,058)
Total liabilities and stockholders' equity (deficiency)		$	-		$	17,677
Total liabilities and stockholders' equity (deficiency)	$	15,570	$	17,677

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

~~F-1~~4

RAPTOR TECHNOLOGY GROUP, INC.
(formerly Branded Beverages, Inc.)
(A development stage company)
Statements of Stockholders' Equity (Deficiency)
For the period from August 30, 2007 (inception) to November 30, 2010
(Expressed in U.S. Dollars)
										Share		(Deficit)		Total
	Preferred stock			Common stock			Additional			subscriptions	accumulated during		stockholders'
	Shares		Amount	Shares		Amount	paid-in capital			received	development stage			deficiency
Issuance of common stock for settlement of debt, August 31, 2007, $0.0002 per share	-	$	-	168,000,000	$	16,800	$	23,200	$	-	$	-	$	40,000
Film property transferred from a shareholder	-		-			-		(29,187)		-		-		(29,187)
Comprehensive income (loss)
Loss for the period	-		-			-		-		-		(1,055)		(1,055)
Balance, August 31, 2007	-	$	-	168,000,000	$	16,800	$	(5,987)	$	-	$	(1,055)	$	9,758
Issuance of common stock for settlement of debt, September 8, 2007, $0.0002 per share	-		-	2,100,000		210		290		-		-		500
Share subscriptions	-		-	-		-		-		5,388		-		5,388
Comprehensive income (loss)
Loss for the year	-		-	-		-		-		-		(54,372)		(54,372)
Balance, August 31, 2008	-	$	-	170,100,000	$	17,010	$	(5,697)	$	5,388	$	(55,427)	$	(38,726)
Share Subscriptions	-		-	-		-		-		96,310		-		96,310
Comprehensive income (loss)
Loss for year	-		-	-		-		-		-		(73,876)		(73,876)
Balance, August 31, 2009	-	$	-	170,100,000	$	17,010	$	(5,697)	$	101,698		(129,303)		(16,292)
Issuance of common stock in connection with IPO @ $0.005 per share on October 28, 2009	-		-	21,356,538		2,136		99,562		(101,698)		-		-
Comprehensive income (loss)
Loss for year	-		-	-		-		-		-		(132,766)		(132,766)
Balance, August 31, 2010	-	$	-	191,456,538	$	19,146	$	93,865	$	-	$	(262,069)	$	(149,058)
Comprehensive income (loss)
Loss for period	-		-	-		-		-		-		(31,920)		(31,920)
Balance, November 30, 2010	-	$	-	191,456,538	$	19,146	$	93,865	$	-	$	(293,989)	$	(180,978)

Table of Contents

~~The~~RAPTOR ~~accompanying~~TECHNOLOGY ~~notes~~GROUP, ~~are~~INC. an(formerly ~~integral~~Branded ~~part~~Beverages, Inc.) (A development stage company) Statements of ~~these~~Stockholders' ~~financial~~Equity ~~statements~~(Deficiency) For the period from August 30, 2007 (inception) to February 28, 2011 (Expressed in U.S. Dollars)

F-2


																(Deficit)
													Share			accumulated			Total
	Preferred stock			Common stock						Additional			subscriptions			during			stockholders'
	Shares		Amount				Amount			paid-in capital			received			development stage			deficiency

Issuance of common stock for settlement of debt, August 31, 2007, $0.005 per share	-	$	-	168,000,000		$	16,800		$	23,200		$	-		$	-		$	40,000
Film property transferred from a shareholder	-		-	-			-			(29,187	)		-			-			(29,187	)
Comprehensive income (loss)
Loss for the period	-		-	-			-			-			-			(1,055	)		(1,055	)

Balance, August 31, 2007	-		-	168,000,000			16,800			(5,987	)		-			(1,055	)		9,758
Issuance of common stock for settlement of debt, September 8, 2007, $0.005 per share	-		-	2,100,000			210			290			-			-			500
Share subscriptions	-		-	-			-			-			5,388			-			5,388
Comprehensive income (loss)
Loss for the year	-		-	-			-			-			-			(54,372	)		(54,372	)

Balance, August 31, 2008	-		-	170,100,000			17,010			(5,697	)		5,388			(55,427	)		(38,726	)
Share Subscriptions	-		-	-			-			-			96,310			-			96,310
Comprehensive income (loss)
Loss for the year	-		-	-			-			-			-			(73,876	)		(73,876	)

Balance, August 31, 2009	-		-	170,100,000			17,010			(5,697	)		101,698			(129,303	)		(16,292	)
Issuance of common stock in connection with IPO @ $0.10 per share on October 28, 2009	-		-	21,356,538			2,136			99,562			(101,698	)		-			-
Comprehensive income (loss)
Loss for the year	-		-	-			-			-			-			(132,766	)		(132,766	)

Balance, August 31, 2010	-		-	191,456,538			19,146			93,865			-			(262,069	)		(149,058	)
Cancellation of shares	-		-	(128,100,000	)		(12,810	)		12,810			-			-			-
Comprehensive income (loss)
Loss for the period	-		-	-			-			-			-			(54,429	)		(54,429	)

Balance, February 28, 2011	-	$	-	63,356,538		$	6,336		$	106,675		$	-		$	(316,498	)	$	(203,487	)

RAPTOR TECHNOLOGY GROUP, INC.
(formerly Branded Beverages, Inc.)
(A development stage company)
Statements of Operations and Comprehensive Loss
(Expressed in U.S. Dollars)
		Three Months		Three Months		August 30, 2007
		Ended		Ended		(inception) to
		November 30, 2010		November 30, 2009		November 30, 2010
General and administrative expenses
Accounting and audit	$	9,371	$	7,324	$	62,043
Amortization		353		1,680		20,157
Interest expenses		-		-		905
Marketing expenses		-		143		10,713
Legal fees		1,125		4,050		42,712
Regulatory and filing fees		1,168		4,385		15,132
Salaries and benefits		19,500		19,500		156,500
Office expenses		403		452		15,014
Loss before extraordinary gain		31,920		37,534		323,176
Extraordinary gain		-		-		29,187
Net loss and comprehensive loss for the period	$	(31,920)	$	(37,534)	$	(293,989)
Basic and diluted loss per share	$	(0.00)	$	(0.00)
Weighted average number of
common shares outstanding
- basic and diluted		191,456,538		177,844,674

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

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

~~F-3~~Table of Contents

RAPTOR TECNOLOGY GROUP, INC.
(formerly Branded Beverages, Inc.)
(A development stage company)
Statements of Cash Flows
(Expressed in U.S. Dollars)
		Three Months		Three Months		August 30, 2007
		Ended		Ended		(inception) to
		November 30, 2010		November 30, 2009		November 30, 2010
Cash flows from (used in) operating activities
Loss for the period	$	(31,920)	$	(37,534)	$	(293,989)
Adjustments to reconcile net loss to net cash
used in operating activities:
- Amortization		353		1,680		20,157
- Extraordinary gain		-		-		(29,187)
- Interest on promissory notes		-		-		-
- Deferred salary		19,500		19,500		97,500
Changes in non-cash working capital items:
- other receivable		-		13,880		37,192
- prepaid expense and deposit		-		1,706		-
- accounts payable and accrued liabilities		10,313		(2,968)		11,965
		(1,754)		(3,736)		(156,362)
Cash flows (used in) investing activities
Website development costs		-		-		(20,157)
Cash flows from (used in) financing activities
Common shares		-		-		101,698
Due to directors		-		3,435		90,391
		-		3,435		192,089
Increase in cash and cash equivalents		(1,754)		(301)		15,570
Cash and cash equivalents, beginning of period		17,324		316		-
Cash and cash equivalents, end of period	$	15,570	$	15	$	15,570
Supplemental disclosures of cash flow information:
Interest expenses paid in cash	$	-	$	-	$	402
Income taxes paid in cash	$	-	$	-	$	-

RAPTOR TECHNOLOGY GROUP, INC. (formerly Branded Beverages, Inc.)

(A development stage company)

Statements of Operations and Comprehensive Loss

(Expressed in U.S. Dollars)

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


	Three Months			Three Months			Six Months			Six Months			August 30, 2007
	Ended			Ended			Ended			Ended			(inception) to
	February 28, 2011			February 28, 2010			February 28, 2011			February 28, 2010			February 28, 2011

General and administrative expenses
Accounting and audit	$	1,008		$	8,854		$	10,379		$	16,178		$	63,051
Amortization		-			1,680			353			3,360			20,157
Interest expenses and bank charges		-			96			-			96			905
Marketing expenses		-			196			-			339			10,730
Legal fees		1,134			2,956			2,259			7,006			43,846
Regulatory and filing fees		626			6,740			1,794			11,125			15,758
Salaries and benefits		19,500			19,500			39,000			39,000			176,000
Office expenses		241			576			644			1,028			15,238

Loss before extraordinary gain		22,509			40,598			54,429			78,132			345,685

Extraordinary gain (Note 3)														29,187

Net loss and comprehensive loss for the period	$	(22,509	)	$	(40,598	)	$	(54,429	)	$	(78,132	)	$	(316,498	)

Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of
common shares outstanding
- basic and diluted		84,706,538			191,456,538			138,376,428			191,456,58

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

~~1. INCORPORATION AND CONTINUANCE OF OPERATIONS~~6

~~Raptor~~Table ~~Technology Group, Inc. (the “Company”) was formed on August 30, 2007 under the laws~~ of ~~the State of Nevada under the name of Giddy-up Productions, Inc. with planned principal operations in producing motion pictures.~~ Contents

The Company entered into and completed the Agreement and Plan of Merger with Branded Beverages, Inc., and instituted a forward-split of its Common Stock on the basis of twenty-one new Shares of Common Stock for each one Share of Common Stock issued and outstanding on December 15, 2010. As a result of this Merger, the name of the Company was changed to Branded Beverages, Inc. On December 20, 2010, the Company entered into a Rescission of the Agreement and Plan of Merger due to the inability to obtain required financial statements in a timely manner.

RAPTOR TECHNOLOGY GROUP, INC. (formerly Branded Beverages, Inc.)
(A development stage company)
Statements of Cash Flows
(Expressed in U.S. Dollars)

	Six Months			Six Months			August 30, 2007
	Ended			Ended			(inception) to
	February 28, 2011			February 28, 2010			February 28, 2011

Cash flows from (used in) operating activities
Loss for the period	$	(54,429	)	$	(78,132	)	$	(316,498	)
Adjustments to reconcile net loss to net cash
used in operating activities:
- Amortization		353			3,360			20,157
- Extraordinary gain		-			-			(29,187	)
- Interest on promissory notes		-			-			-
- Deferred salary		39,000			39,000			117,000
Changes in non-cash working capital items:
- other receivable		-			13,880			37,193
- prepaid expense and deposit		-			1,706			-
- accounts payable and accrued liabilities		1,604			(5,019	)		3,255

		(13,472	)		(25,205	)		(168,080	)
Cash flows (used in) investing activities
Website development costs		-			-			(20,157	)


Cash flows from (used in) financing activities
Share subscriptions received		-			-			101,698
Due to directors		(3,852	)		27,410			86,539

		(3,852	)		27,410			188,237

Increase (decrease) in cash and cash equivalents		(17,324	)		2,205			-

Cash and cash equivalents, beginning of period		17,324			316			-
Cash and cash equivalents, end of period	$	-		$	2,521		$	-

Supplemental disclosures of cash flow information:
Interest expenses paid in cash	$	-		$	-		$	402
Income taxes paid in cash	$	-		$	-		$	-

InThe ~~connection~~accompanying ~~with~~notes ~~and~~are ~~prior~~an tointegral ~~the~~part ~~above forward-split~~ of ~~the~~these Company’s Common Stock, the principal shareholder of the Company returned and cancelled 6,100,000 shares of the Company. Upon the forward-split of the Company’s Common Stock and on December 15, 2010, the Company had 63,356,538 common shares issued and outstanding. These financial statements ~~have been retroactively restated to reflect the above noted forward-split~~.

On January 6, 2011, the Company changed its name to Raptor Technology Group, Inc. and entered into a definitive Plan of Merger and Reorganization with Raptor Fabrication and Equipment, Inc. In accordance with the terms of the Agreement, Raptor Technology Group, Inc. shall be the name of the surviving corporation. The Company's common stock will continue to be quoted on the Over the Counter Bulletin Board (OTCBB) under the new trading symbol RAPT. 7

~~Upon~~Table ~~the completion~~ of ~~this Merger, which is expected within sixty days, the Company will become a technology supplier that provides eco-friendly and green global issues.~~ Contents

~~We have not generated any operating revenues to date~~1. We ~~are~~INCORPORATION ~~considered~~AND aCONTINUANCE ~~development~~OF ~~stage company as defined in ASC 915. We have an office in Calgary, Alberta. The Company’s fiscal year end is August 31.~~OPERATIONS

~~These~~Raptor ~~financial~~Technology ~~statements~~Group, ~~have been prepared in accordance with U~~Inc.S. ~~generally~~(the ~~accepted~~“Company”) ~~accounting~~was ~~principles~~formed ~~applicable~~on toAugust ~~a going concern~~30, ~~which~~2007 ~~contemplates~~under the ~~realization~~laws of ~~assets and~~ the ~~satisfaction~~State of ~~liabilities~~Nevada ~~and~~under ~~commitments in~~ the ~~normal~~name ~~course~~ of ~~business. We~~Giddy-up ~~have~~Productions, ~~incurred~~Inc. ~~operating~~with ~~losses~~planned ~~and~~principal ~~require additional funds to maintain our~~ operations~~. Management’s~~ ~~plans~~ in ~~this~~producing ~~regard~~motion ~~are to raise equity financing as required~~pictures.

~~These~~The ~~conditions~~Company ~~raise~~entered ~~substantial~~into ~~doubt~~and ~~about~~completed ~~our~~the ~~ability~~Agreement toand ~~continue~~Plan asof aMerger ~~going~~with ~~concern~~Branded Beverages, Inc. ~~These~~, ~~financial~~and ~~statements~~instituted doa ~~not~~forward-split ~~include~~of ~~any~~its ~~adjustments~~Common ~~that~~Stock ~~might~~on the basis of twenty-one new Shares of Common Stock for each one Share of Common Stock issued and outstanding on December 15, 2010. As a result ~~from~~of this ~~uncertainty~~Merger, the name of the Company was changed to Branded Beverages, Inc. On December 20, 2010, the Company entered into a Rescission of the Agreement and Plan of Merger due to the inability to obtain required financial statements in a timely manner.

2In connection with and prior to the above forward-split of the Company’s Common Stock, the principal shareholder of the Company returned and cancelled 6,100,000 shares of the Company. ~~SIGNIFICANT~~ Upon ~~ACCOUNTING~~the ~~POLICIES~~forward-split of the Company’s Common Stock and on December 15, 2010, the Company had 63,356,538 common shares issued and outstanding. These financial statements have been retroactively restated to reflect the above noted forward-split.

~~Cash~~On January 6, 2011, the Company changed its name to Raptor Technology Group, Inc. and ~~Cash~~entered ~~Equivalents~~into a definitive Plan of Merger and Reorganization with Raptor Fabrication and Equipment, Inc. In accordance with the terms of the Agreement, Raptor Technology Group, Inc. shall be the name of the surviving corporation. The Company's common stock will continue to be quoted on the Over the Counter Bulletin Board (OTCBB) under the new trading symbol RAPT.

~~Cash~~Upon ~~equivalents~~the ~~comprise~~completion ~~certain highly liquid instruments with a maturity~~ of ~~three~~this ~~months~~Merger, orthe ~~less~~Company ~~when~~will ~~purchased. As~~become ata ~~November~~technology ~~30,~~supplier ~~2010,~~that ~~cash~~provides eco-friendly and ~~cash~~green ~~equivalents~~global ~~consists of only cash~~issues.

~~Accounting~~We ~~Estimates~~have not generated any operating revenues to date. We are considered a development stage company as defined in ASC 915. We have an office in Calgary, Alberta. The Company’s fiscal year end is August 31.

~~The~~These ~~preparation of~~ financial statements have been prepared in ~~conformity~~accordance with U.S. generally accepted accounting principles ~~requires~~applicable ~~management~~ to ~~make~~a ~~estimates~~going ~~and~~concern, ~~assumptions~~which ~~that~~contemplates ~~affect~~ the ~~reported amounts~~ realization of assets and ~~liabilities and disclosure~~ the satisfaction of ~~contingent~~liabilities ~~assets~~ and ~~liabilities~~ atcommitments in the ~~date~~normal course of ~~the~~business. We ~~financial~~have ~~statements~~incurred ~~and~~operating ~~the~~losses ~~reported amounts of revenues~~ and ~~expenses~~ ~~during~~require ~~the~~additional ~~reporting~~funds ~~period~~to maintain our operations. ~~Actual~~ Management’s ~~results~~plans ~~could~~in ~~differ~~this ~~from~~regard ~~those~~are ~~estimates~~to ~~and~~raise ~~assumptions~~equity financing as required.

~~Advertising~~These ~~Expenses~~conditions raise substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments that might result from this uncertainty.

~~We expense advertising costs as incurred~~2. ~~Total~~ SIGNIFICANT ~~advertising~~ACCOUNTING ~~expenses for the period ended November 30, 2010 were $nil (November 30, 2009 - $143).~~POLICIES

~~Loss~~Cash ~~Per~~and ~~Share~~Cash Equivalents

~~Loss per share is computed using the weighted average number of~~Cash ~~shares~~equivalents ~~outstanding~~comprise ~~during the period. We~~certain ~~have~~highly ~~adopted~~liquid ~~ASC~~instruments ~~260,~~with ~~Earnings~~a ~~Per~~maturity ~~Share~~of three months or less when purchased. ~~Diluted loss per share is equivalent to basic loss per share~~ As asat ~~there~~February ~~was~~28, no2011,cash ~~potential~~and ~~dilutive~~cash ~~equity~~equivalents ~~instruments~~consist only cash.

~~F-5~~Accounting Estimates

The ~~Company~~preparation ~~adopted~~of ~~ASC~~financial ~~260-10-45-61A~~statements ~~which addresses whether instruments granted~~ in ~~share-based~~conformity ~~payment~~with ~~transactions~~generally ~~are~~accepted ~~participating~~accounting ~~securities~~principles ~~prior~~requires management to ~~vesting~~make estimates and ~~affects~~assumptions ~~entities~~ that ~~accrue~~affect ~~cash dividends on share-based payment awards during~~ the ~~awards’~~reported ~~service~~amounts ~~period~~of ~~when~~assets ~~the~~and ~~dividends~~liabilities doand ~~not~~disclosure ~~need~~of tocontingent beassets ~~returned~~and ifliabilities at the ~~employees~~date ~~forfeit~~of the ~~awards. ASC~~financial ~~260-10-45-61A~~statements ~~states that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders~~ and, ~~therefore, need to be included in~~ the ~~earnings~~reported ~~allocation~~amounts inof ~~computing~~revenues ~~earnings~~and ~~per~~expenses ~~share~~during ~~under~~ the ~~two-class~~reporting ~~method~~period. ~~The~~ ~~adoption~~Actual ofresults ~~ASC~~could ~~260-10-45-61A~~differ ~~did~~from ~~not~~those ~~have~~estimates aand ~~material impact on the Company’s financial statements~~assumptions.

~~Concentration~~Advertising ~~of Credit Risk~~Expenses

We ~~place~~expense ~~our~~advertising ~~cash~~costs ~~and~~as ~~cash~~incurred. Total ~~equivalents~~advertising ~~with~~expenses ~~high~~for ~~credit~~the ~~quality~~period ~~financial~~ended ~~institutions. As~~February ~~of November 30~~28, ~~2010,~~2011 wewere ~~had~~ $ ~~15,570~~Nil (~~August~~February 3128, 2010 - $~~17,324~~339) ~~in a bank and $nil beyond insured limits~~.

~~Foreign Currency Transactions~~8

WeTable ~~are located and operating outside~~ of ~~the United States of America. We maintain our accounting records in U.S. Dollars, as follows:~~Contents

~~At the transaction date, each asset, liability, revenue and expense is~~Loss ~~translated~~Per into U.S. dollars by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are re-measured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.Share

~~Fair~~Loss per share is computed using the weighted average number of ~~Value~~shares ofoutstanding ~~Financial~~during the period. We ~~Instruments~~have adopted ASC 260, Earnings Per Share. Diluted loss per share is equivalent to basic loss per share as there was no potential dilutive equity instruments.

The ~~estimated~~Company ~~fair~~adopted ~~values~~ASC ~~for~~260-10-45-61A ~~financial~~which addresses whether instruments ~~under~~granted ~~ASC~~in ~~825,~~share-based ~~Financial~~payment ~~Instruments,~~transactions are ~~determined~~participating atsecurities ~~discrete~~prior ~~points~~to investing ~~time~~and ~~based~~affects entities that accrue cash dividends on ~~relevant~~share-based ~~market~~payment ~~information. These~~awards ~~estimates~~during ~~involve~~the ~~uncertainties~~awards’ ~~and~~service ~~cannot~~period bewhen ~~determined~~the ~~with~~dividends ~~precision. The~~do ~~estimated~~not ~~fair~~need ~~value~~to ofbe ~~the~~returned ~~Company’s~~if ~~financial~~the ~~instruments~~employees ~~includes~~forfeit ~~cash~~the ~~and~~awards. ASC ~~cash~~260-10-45-61A ~~equivalents,~~states ~~other~~that ~~receivable,~~all ~~accounts~~outstanding ~~payable~~unvested ~~and~~share-based ~~accrued~~payment ~~liabilities~~awards ~~and~~that ~~due~~contain rights to ~~related~~nonforfeitable ~~parties. Unless~~dividends ~~otherwise~~participate ~~noted,~~in itundistributed isearnings ~~management’s~~with ~~opinion~~common ~~that~~shareholders ~~the~~and, ~~Company~~therefore, isneed ~~not~~to ~~exposed~~be toincluded ~~significant~~in ~~interest,~~the ~~currency~~earnings orallocation ~~credit~~in ~~risks~~computing ~~arising~~earnings ~~from~~per ~~these~~share ~~financial~~under ~~instruments~~the two-class method. The ~~fair~~adoption ~~value~~ of ~~these~~ASC ~~financial~~260-10-45-61A ~~instruments~~did ~~approximates~~not ~~their~~have ~~carrying~~a ~~values,~~material ~~unless~~impact ~~otherwise~~on ~~noted~~the Company’s financial statements.

~~The~~Concentration Company adopted ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of ~~the~~Credit information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:Risk

~~Level~~We ~~one~~place –our ~~Quoted~~cash ~~market~~and ~~prices~~cash equivalents with high credit quality financial institutions. As of February 28, 2011, we had $nil (August 31, 2010 - $17,324) in ~~active~~a ~~markets~~bank ~~for~~and ~~identical~~$nil ~~assets~~beyond orinsured ~~liabilities;~~limits.

~~Level~~Foreign ~~two~~Currency ~~– Inputs other than level one inputs that are either directly or indirectly observable; and~~Transactions

~~Level~~We ~~three~~are –located ~~Unobservable inputs developed using estimates~~ and ~~assumptions,~~operating ~~which~~outside ~~are~~of ~~developed by~~ the ~~reporting~~United ~~entity~~States ~~and~~of ~~reflect~~America. We ~~those~~maintain ~~assumptions~~our ~~that~~accounting arecords ~~market~~in ~~participant~~U.S. Dollars, ~~would~~as ~~use.~~follows:

~~The adoption of ASC 820 has no material effect on~~ At the ~~Company’s financial position or results of operations. The book values of cash and cash equivalents~~ transaction date, ~~other receivable~~ each asset, ~~accounts payable~~ liability, revenue and expense is ~~accrued~~translated ~~liabilities~~into ~~and~~U.S. ~~due~~dollars toby ~~related~~the ~~parties~~use ~~approximate~~of ~~their~~the ~~respective~~exchange ~~fair~~rate ~~values~~in ~~due~~effect toat ~~the~~that ~~short-term nature of these instruments~~date. ~~The~~ At ~~Company~~the ~~has~~period noend, monetary assets orand liabilities ~~that~~ are re-measured atby ~~fair~~using ~~value~~the onexchange arate ~~recurring~~in ~~basis. There~~effect ~~were no assets or liabilities measured~~ at ~~fair~~that ~~value~~date. The onresulting aforeign ~~non-recurring~~exchange ~~basis~~gains ~~during~~and ~~the~~losses ~~period~~are ~~ended~~included ~~November~~in ~~30, 2010~~operations.

~~F-6~~Fair Value of Financial Instruments

~~Income~~The ~~Taxes~~estimated fair values for financial instruments under ASC 825, Financial Instruments, are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and can not be determined with precision. The estimated fair value of the Company’s financial instruments includes cash and cash equivalents, other receivable, accounts payable and accrued liabilities and due to related parties. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.

WeThe ~~have~~Company adopted ~~Statement~~ ASC ~~740~~820, ~~Income Taxes~~Fair Value Measurements and Disclosures, which ~~requires us to recognize~~ ~~deferred~~defines ~~tax~~fair ~~liabilities~~value, ~~and assets~~establishes a framework for ~~the~~measuring ~~expected~~fair ~~future~~value ~~tax~~in ~~consequences~~GAAP, ofand ~~events~~expands ~~that~~disclosures ~~have~~about ~~been recognized in our financial statements or~~fair ~~tax~~value ~~returns~~measurements. ~~using~~ASC ~~the~~820 ~~liability~~does ~~method. Under~~not ~~this~~require ~~method,~~any ~~deferred~~new ~~tax~~fair ~~liabilities~~value ~~and~~measurements, ~~assets~~but ~~are~~provides ~~determined~~guidance ~~based~~ on ~~the~~ ~~temporary~~how ~~differences~~to ~~between~~measure ~~the~~fair ~~financial~~value ~~statement~~by ~~and~~providing ~~tax~~a ~~bases~~fair value hierarchy used to classify the source of ~~assets~~the ~~and~~information. ~~liabilities~~The ~~using~~fair ~~enacted~~value ~~tax~~hierarchy ~~rates~~distinguishes inbetween ~~effect~~assumptions inbased ~~the~~on ~~years in which the differences are expected to reverse~~market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

~~Stock-Based~~● ~~Compensation~~Level one – Quoted market prices in active markets for identical assets or liabilities;

~~The~~● ~~Company~~Level ~~adopted~~two ~~ASC 718, Compensation~~ – ~~Stock-Based~~Inputs ~~Compensation,~~other tothan ~~account~~level ~~for~~one ~~its~~inputs ~~stock~~that ~~options~~are ~~and~~either ~~similar~~directly ~~equity instruments issued. Accordingly, compensation costs attributable to stock options~~ or ~~similar~~indirectly ~~equity~~observable; ~~instruments granted are measured at the fair value at the grant date,~~ and ~~expensed over the expected vesting period. ASC 718 requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.~~

We● ~~did~~Level ~~not~~three ~~grant~~– ~~any~~Unobservable ~~stock~~inputs ~~options~~developed ~~during~~using estimates and assumptions, which are developed by the ~~quarter~~reporting ~~ended~~entity ~~November~~and ~~30,~~reflect ~~2010~~those assumptions that a market participant would use.

~~Comprehensive~~The ~~Income~~adoption of ASC 820 has no material effect on the Company’s financial position or results of operations. The book values of cash and cash equivalents, other receivable, accounts payable and accrued liabilities and due to related parties approximate their respective fair values due to the short-term nature of these instruments. The Company has no assets or liabilities that are measured at fair value on a recurring basis. There were no assets or liabilities measured at fair value on a non-recurring basis during the period ended February 28, 2011.

We adopted ASC 220, Comprehensive Income, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. We are disclosing this information on our Statement of Stockholders' Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. We have no elements of "other comprehensive income” for the quarter ended November 30, 2010.9

~~Film~~Table ~~Property~~of ~~and Screenplay Rights~~Contents

~~The~~Income Company capitalized costs it incurs to buy film or transcripts that will later be marketed or be used in the production of films according to ASC 926, Entertainment – Films. The Company will begin amortization of capitalized film cost when a film is released and it begins to recognize revenue from the film.Taxes

~~Accounting~~We have adopted Statement ASC 740, Income Taxes, which requires us to recognize deferred tax liabilities and assets for ~~Derivative~~the ~~Instruments~~expected future tax consequences of events that have been recognized in our financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and ~~Hedging~~assets ~~Activities~~are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

WeStock-Based have adopted ASC 815, Derivatives and Hedging, which requires companies to recognize all derivative contracts as either assets or liabilities in the balance sheet and to measure them at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain and loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.Compensation

WeThe ~~have~~Company ~~not~~adopted ~~entered~~ASC ~~into~~718, ~~derivative~~Compensation ~~contracts~~– ~~either~~Stock-Based Compensation, to ~~hedge~~account ~~existing~~for ~~risks~~its stock options and similar equity instruments issued. Accordingly, compensation costs attributable to stock options or ~~for~~similar ~~speculative~~equity ~~purposes~~instruments ~~since~~granted ~~inception~~are measured at the fair value at the grant date, and expensed over the expected vesting period. ASC 718 requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.

~~Long-Lived~~We ~~Assets~~did ~~Impairment~~not grant any stock options during the quarter ended February 28, 2011.

~~Our~~Comprehensive long-term assets are reviewed when changes in circumstances require as to whether their carrying value has become impaired, pursuant to guidance established in ASC 360, Property, Plant and Equipment. Management considers assets to be impaired if the carrying value exceeds the future projected cash flows from the related operations (undiscounted and without interest charges). If impairment is deemed to exist, the assets will be written down to fair value.Income

~~Website~~We ~~Development~~adopted ~~Costs~~ASC 220, Comprehensive Income, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. We are disclosing this information on our Statement of Stockholders' Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. We have no elements of "other comprehensive income” for the quarter ended February 28, 2011.

~~Website~~Film ~~development~~Property ~~costs are for the development of the Company's Internet website. These costs have been capitalized when acquired~~ and ~~installed,~~Screenplay and are being amortized over its estimated useful life of three years on a straight line basis. The Company accounts for these costs in accordance with ASC 350, Intangibles, which specifies the appropriate accounting for costs incurred in connection with the development and maintenance of websites. Amortization expense is total of $353 for the quarter ended November 30, 2010 (November 30, 2009 - $1,680).Rights

~~F-7~~The Company capitalized costs it incurs to buy film or transcripts that will later be marketed or be used in the production of films according to ASC 926, Entertainment – Films. The Company will begin amortization of capitalized film cost when a film is released and it begins to recognize revenue from the film.

~~Newly~~Accounting ~~Adopted~~for ~~Accounting~~Derivative ~~Pronouncements~~Instruments and Hedging Activities

InWe ~~April,~~have ~~2009~~adopted ASC 815,Derivatives ~~the~~and ~~FASB~~Hedging, ~~issued~~which ~~ASC~~requires ~~subtopic~~companies ~~820-10~~to ~~(formerly~~recognize ~~Staff~~all ~~Position~~derivative ~~No. FAS~~contracts ~~157-4,~~as ~~Determining~~either ~~Fair~~assets ~~Value~~or ~~When~~liabilities in the ~~Volume~~balance sheet and ~~Level~~to ofmeasure ~~Activity~~them ~~for~~at ~~the~~fair ~~Asset~~value. orIf ~~Liability~~certain ~~Have~~conditions ~~Significantly~~are ~~Decreased~~met, ~~and~~a ~~Identifying~~derivative ~~Transactions~~may ~~That~~be ~~Are~~specifically ~~Not~~designated ~~Orderly). ASC~~as ~~820-10~~a ~~provides~~hedge, ~~additional~~the ~~guidance~~objective ~~for~~of ~~estimating~~which ~~fair~~is ~~value~~to ~~when~~match the ~~volume~~timing ~~and~~of ~~level~~gain ofand ~~activity~~loss ~~for~~recognition on the ~~asset~~hedging orderivative ~~liability~~with ~~have~~the ~~significantly~~recognition ~~decreased. This~~of ~~ASC~~(i) ~~subtopic~~the ~~also~~changes ~~includes~~in ~~guidance~~the onfair ~~identifying~~value ~~circumstances~~of ~~that~~the ~~indicate~~hedged aasset ~~transaction~~or isliability ~~not~~that ~~orderly. The~~are ~~Company~~attributable ~~adopted~~to ~~ASC~~the ~~subtopic~~hedged ~~820-10~~risk onor ~~September~~(ii) 1,the ~~2010. The~~earnings ~~adoption~~effect of ~~ASC~~the ~~820-10~~hedged ~~did~~forecasted transaction. For a derivative not ~~have~~designated as a ~~material~~hedging ~~impact~~instrument, onthe gain or loss is recognized in income in the ~~Company’s~~period ~~financial~~of ~~statements~~change.

InWe ~~April,~~have ~~2009,~~not ~~the~~entered ~~FASB~~into ~~issued~~derivative ~~ASC~~contracts ~~820-10-50~~either ~~(formerly Staff Position No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments) that expands~~ to ~~interim~~hedge ~~periods the~~ existing ~~annual~~risks ~~requirement~~or tofor ~~disclose~~speculative ~~the~~purposes ~~fair~~since ~~value of financial instruments that are not reflected on the balance sheet at fair value~~inception. ~~The Company adopted ASC 820-10-50 on September 1, 2010. The adoption of this FSP did not have a material impact on the Company’s financial statements.~~

In June 2009, the FASB issued ASC 860, Transfers and Servicing. ASC 860 requires more information about transfers of financial assets, including securitization transactions, and where entities have continuing exposure to the risks related to transferred financial assets. It eliminates the concept of a “qualifying specialLong-~~purpose~~Lived ~~entity,”~~Assets changes the requirements for derecognizing financial assets, and requires additional disclosures. It also enhances information reported to users of financial statements by providing greater transparency about transfers of financial assets and an entity’s continuing involvement in transferred financial assets. The Company adopted ASC 860 on September 1, 2010. The adoption of ASC 860 did not have a material impact on the Company’s financial statements.Impairment

~~Recent~~Our ~~Accounting~~long-term ~~Pronouncements~~assets are reviewed when changes in circumstances require as to whether their carrying value has become impaired, pursuant to guidance established in ASC 360, Property, Plant and Equipment. Management considers assets to be impaired if the carrying value exceeds the future projected cash flows from the related operations (undiscounted and without interest charges). If impairment is deemed to exist, the assets will be written down to fair value.

In January 2010, the FASB issued a new guidance, Improving Disclosures about Fair Value Measurements (ASU 2010-06). This provision amends previous provisions that require reporting entities to make new disclosures about recurring and nonrecurring fair value measurements including the amounts of and reasons for significant transfers into and out of Level 1 and Level 2 fair value measurements and separate disclosure of purchases, sales, issuances, and settlements in the reconciliation of Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2010. The adoption of this guidance did not have a material impact on the Company’s results of operations or financial condition.10

InTable ~~July 2010, the FASB issued Accounting Standards Update ASU 2010-20, Receivables (Topic 310) Disclosures about the Credit Quality~~ of Financing Receivables and the Allowance for Credit Losses, which improves the disclosures that an entity provides about the credit quality of its financing receivables and the related allowance for credit losses. As a result of these amendments, an entity is required to disaggregate by portfolio segment or class certain existing disclosures and provide certain new disclosures about its financing receivables and related allowance for credit losses. ASU 2010-20 is effective for financial statements issued for interim and annual periods ending on or after December 15, 2010 except for disclosures about activity that occurs during a reporting period, which are effective for interim and annual reporting periods beginning on or after December 15, 2010. The Company does not expect the adoption of ASU 2010-20 to have a material impact on its consolidated financial statements. Contents

~~Other~~Website ~~accounting~~Development standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.Costs

3Website development costs are for the development of the Company's Internet website. ~~PREFERRED~~ ~~AND~~These ~~COMMON~~costs ~~STOCK~~have been capitalized when acquired and installed, and are being amortized over its estimated useful life of three years on a straight line basis. The Company accounts for these costs in accordance with ASC 350, Intangibles, which specifies the appropriate accounting for costs incurred in connection with the development and maintenance of websites. Amortization expense is total of $nil for the quarter ended February 28, 2011 (February 28, 2010 - $1,680).

WeNewly ~~have~~Adopted ~~100,000,000~~Accounting ~~shares of preferred stock authorized at par value of $0.0001 per share and none issued.~~Pronouncements

WeAccounting ~~have~~Standards ~~100~~Update (“ASU”) No. 2010-13 was issued in April 2010,~~000,000~~ ~~shares~~and clarified the classification of ~~common~~an ~~stock~~employee ~~authorized~~share atbased ~~par~~payment ~~value~~award with an exercise price denominated in the currency of ~~$0.0001~~a ~~per~~market ~~share~~in which the underlying security trades. ~~All~~ ~~shares~~This ofASU ~~stock~~will ~~are~~be ~~non-assessable~~effective ~~and~~for ~~non-cumulative~~the first fiscal quarter beginning after December 15, 2010, with noearly ~~pre~~adoption permitted. The adoption of ASU No. 2010-~~emptive~~13 ~~rights~~is not expected to have a material impact on the Company’s financial statements.

OnOther ~~December~~accounting ~~15,~~standards ~~2010,~~that ~~prior~~have tobeen ~~forward-split~~issued ofor ~~the~~proposed ~~Company’s~~by ~~common stocks,~~ the ~~Company’s~~FASB ~~principal~~or ~~shareholder~~other ~~returned~~standards-setting ~~and~~bodies ~~cancelled~~that ~~6,100,000~~do ~~common~~not ~~shares~~require ~~with~~adoption until a ~~total~~future ofdate ~~3,016,978~~are ~~common~~not ~~shares~~expected ~~issued and outstanding. Subsequent~~ to ~~the~~have ~~return and cancellation of 6,100,000 common shares of the Company, the Company effected~~ a ~~forward-split~~material ofimpact ~~its common stock~~ on the ~~basis~~Company’s offinancial ~~twenty-one~~statements ~~new Shares of Common Stock for each one Share of Common Stock issued and outstanding on December 15, 2010 which resulting a total 63,356,538 common shares issued and outstanding~~ upon ~~the forward split~~adoption.

~~F-8~~3. PREFERRED AND COMMON STOCK

~~These~~We ~~financial statements~~ have ~~been retroactively restated to reflect the above forward-split. Therefore, despite the total authorized common stocks of the Company is~~ 100,000,000, ~~the Company had 191,456,538~~ shares ~~issued and outstanding as~~ of ~~November~~preferred ~~30,~~stock ~~2010~~authorized ~~and~~at ~~August~~par ~~31,~~value ~~2010, which did not taken into account the related shares~~ of ~~128,100,000~~$0.0001 ~~(post~~per ~~forward-split)~~share ~~returned~~ and ~~cancelled~~none ~~by the principal shareholder of the Company on December 15, 2010~~issued.

4We have 100,000,000 shares of common stock authorized at par value of $0. ~~RELATED~~0001 ~~PARTY~~per ~~TRANSACTIONS~~share. All shares of stock are non-assessable and non-cumulative, with no pre-emptive rights.

~~During~~On ~~the~~December ~~quarter ended November 30~~15, 2010, prior to forward-split of the Company’s ~~incurred~~common ~~$19~~stocks,~~500~~ ~~(2009~~the -Company’s ~~$19~~principal shareholder returned and cancelled 6,~~500)~~100,000 common shares with a total of ~~salaries~~3,016,978 ~~expense~~common shares issued and outstanding. Subsequent to athe ~~director~~return and cancellation of 6,100,000 common shares of the Company~~. As~~, atthe ~~November~~Company 30effected a forward-split of its common stock on the basis of twenty-one new Shares of Common Stock for each one Share of Common Stock issued and outstanding on December 15, 2010, ~~$97~~which resulting a total 63,~~500~~356,538 ~~has~~common ~~been~~shares ~~deferred~~issued and ~~included~~outstanding inupon ~~due~~the toforward ~~related parties~~split.

As at November 30, 2010, $185,085 was due to related parties, which $168,397 (2009 - $67,837) was due to the sole director of the Company and $16,687 (2009 - $nil) was due to a former director and a shareholder4. ~~The~~ RELATED ~~amount~~PARTY ~~due to related parties was unsecured, non-interest bearing and due on demand.~~TRANSACTIONS

5During the quarter ended February 28, 2011, the Company incurred $19,500 (2010 - $19,500) of salaries expense to a director of the Company. As ~~COMMITMENTS~~at February 28, 2011, $117,000 has been deferred and included in due to related parties.

OnAs ~~January~~at 1February 28, ~~2009~~2011, ~~the~~$200,732 ~~Company~~was ~~signed~~due ~~employment~~to ~~agreement~~related ~~with~~parties, ~~the~~which ~~director~~$184,045(2010 of- ~~the~~$111,312) ~~Company~~was ~~for~~due ato ~~total~~the sole director of USthe Company and $616,~~500~~687 ~~per~~(2010 ~~month. The~~- ~~agreement~~$nil) ~~shall~~was ~~continue~~due ~~until~~to ~~terminated~~a byformer ~~the~~ director ~~upon~~and ~~giving~~a 3shareholder. The ~~months’~~amount ~~notice~~due to ~~the~~related ~~Company~~parties was unsecured, ornon-interest bybearing ~~the~~and ~~Company~~due ~~without~~on ~~notice~~demand.

65. ~~COMPARATIVE FIGURES~~COMMITMENTS

~~Certain~~On ~~comparative~~January ~~figures~~1, ~~have~~2009, ~~been~~the ~~reclassified~~Company insigned ~~order~~employment toagreement ~~conform~~with the director of the Company for a total of US $6,500 per month. The agreement shall continue until terminated by the director upon giving 3 months notice to the ~~current~~Company, ~~period’s~~or ~~financial~~by ~~statement~~the ~~presentation~~Company without notice.

76. ~~SUBSEQUENT~~COMPARATIVE ~~EVENTS~~FIGURES

OnCertain ~~December~~comparative ~~15,~~figures ~~2010,~~have ~~the~~been ~~Company~~reclassified ~~entered~~in ~~into~~order and completed the Agreement and Plan of Merger with Branded Beverages, Inc., and instituted a forward-split of its Common Stock on the basis of twenty-one new Shares of Common Stock for each one Share of Common Stock issued and outstanding on December 15, 2010. As a result of this Merger, the name of the Company was changed to ~~Branded~~conform ~~Beverages, Inc. On December 20, 2010, the Company entered into a Rescission of the Agreement and Plan of Merger due~~ to the ~~inability~~current toperiod’s ~~obtain required~~ financial ~~statements~~statement ~~in a timely manner~~presentation.

On January 6, 2011, the Company changed its name to Raptor Technology Group Inc. and entered into a definitive plant of merger and reorganization with Raptor Fabrication and Equipment Inc. Per agreement, Raptor Technology Group Inc. shall be the name of the surviving corporation. 11

~~F-9~~Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Result of Operations.

THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This section of this report 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 our report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and predictions. We are a development stage company and have not yet generated or realized any revenues.

Overview

We were incorporated as a Nevada company on August 30, 2007. On We ~~December~~are ~~15,~~a ~~2010,~~development westage ~~entered~~independent ~~into~~motion ~~and~~picture ~~completed~~producer ~~the~~having ~~Agreement and Plan of Merger with Branded Beverages, Inc., and instituted a forward-split of~~ our ~~Common~~principal ~~Stock~~office onlocated ~~the~~at ~~basis of twenty~~409-~~one~~903 ~~new~~19th ~~Shares~~Avenue ofSW, ~~Common Stock for each one Share of Common Stock issued and outstanding on December 15~~Calgary, ~~2010~~AB. As Our atelephone ~~result~~number ofis ~~this~~403-399-6402. Our ~~Merger,~~facsimile wenumber ~~changed~~is ~~our~~866-900-0582. Our ~~name~~website tois ~~Branded~~presently ~~Beverages,~~being ~~Inc. On December 20~~re-done, ~~2010,~~but ~~we entered into a Rescission of~~ the ~~Agreement~~current ~~and~~version ~~Plan~~is ofstill ~~Merger~~located ~~due~~on to the ~~inability~~Internet toat ~~obtain~~www.starflick.com. We ~~required~~do ~~financial~~not ~~statements~~have inany ~~a timely manner~~subsidiaries.

OnWe ~~December~~are ~~15,~~a ~~2010~~“shell ~~and~~company” ~~prior~~as todefined ~~the~~in ~~twenty-one~~Rule to405 ~~one~~under ~~forward-split,~~the ~~our~~Securities ~~principal~~Act ~~shareholder~~ of ~~the~~1933 ~~Company returned~~ and ~~cancelled~~Rule ~~6,100,000~~12b-2 ~~shares~~under of the ~~Company. Upon~~Securities ~~the~~Exchange ~~forward-split~~Act of ~~the Company’s Common Stock and on December 15~~1934, ~~2010,~~since we ~~had~~have ~~63,356,538~~only ~~common~~conducted ~~shares~~nominal ~~issued~~operations and ~~outstanding~~have nominal assets.

On January 6, 2011, we changed our name to Raptor Technology Group, Inc. and entered into a definitive Plan of Merger and Reorganization with Raptor Fabrication and Equipment, Inc. In accordance with the terms of the Agreement, Raptor Technology Group, Inc. shall be the name of the surviving corporation. Our ~~common stock will continue to be quoted on the Over the Counter Bulletin Board (OTCBB) under the new trading symbol RAPT.~~ Operations

~~Upon~~Our ~~the~~intended ~~completion~~business ofwas ~~this~~developing, ~~Merger~~producing, ~~which~~marketing isand ~~expected~~distributing ~~within~~low-budget ~~sixty~~feature-length ~~days~~films. We have not commenced business operations. To date, weour ~~will~~business ~~become~~activities ahave ~~technology~~been ~~supplier~~limited ~~that~~to ~~provides~~organizational ~~eco-friendly~~matters, acquiring film rights, developing our website and ~~green~~the ~~global~~preparation ~~issues~~and filing of a registration statement with regard to our initial public offering. We have been unable to secure sufficient capital to independently finance our own productions. As a result we have sought other business opportunities.

We have not generated any operating revenues to date. We are considered a development stage company as defined in ASC 915 and having our principal office located at 409-903 19th Avenue SW, Calgary, AB. Our telephone number is 403-399-6402. Our facsimile number is 866-900-0582. We currently do not have any subsidiaries.12

4Table of Contents

WeOn ~~are~~January a6, ~~“shell~~2011, ~~company”~~we asentered ~~defined~~into ina ~~Rule~~definitive ~~405~~Plan ~~under~~of ~~the~~Merger ~~Securities~~and ~~Act~~Reorganization ofwith ~~1933~~Raptor Fabrication and ~~Rule~~Equipment, ~~12b-2~~Inc., ~~under~~a ~~the~~Florida ~~Securities~~Corporation. We ~~Exchange~~have ~~Act~~not ofcompleted ~~1934,~~this ~~since~~Merger weand ~~have~~Reorganization ~~only~~as ~~conducted~~of ~~nominal~~the ~~operations~~date ~~and~~of ~~have~~this ~~nominal~~Quarterly ~~assets~~Report on Form 10Q.

In anticipation of completing this Plan of Merger and Reorganization we changed the name of the corporation to Raptor Technology Group, Inc. Our ~~Operations~~OTCBB quotation symbol was also changed to RAPT.

~~Prior~~The to our attempted merger of Branded Beverages, Inc. on December 15, 2010, we were in the business of developing, producing, marketing and distributing low-budget feature-length films. Further, on January 6, 2011, we changed our name to Raptor Technology Group, Inc. and entered into a definitive Plan of Merger and Reorganization with Raptor Fabrication and Equipment, Inc. In ~~accordance~~entered ~~with~~into ~~the~~on ~~terms~~January ~~of the Agreement~~6, ~~Raptor~~2011 ~~Technology~~has ~~Group~~been amended, ~~Inc.~~restated ~~shall~~and bereplaced ~~the~~in ~~name~~its ofentirety ~~the~~to ~~surviving~~resolve ~~corporation. Our~~drafting ~~common~~errors, ~~stock~~the ~~will~~revised ~~continue~~and torestated beagreement ~~quoted~~is onincluded ~~the~~as ~~Over~~an ~~the~~exhibit ~~Counter~~to ~~Bulletin~~this ~~Board~~Quarterly ~~(OTCBB)~~Report ~~under~~on ~~the~~Form ~~new trading symbol RAPT~~10Q.

Pursuant to the Agreement, Raptor Fabrication and Equipment, isInc. ashall ~~technology~~be ~~supplier~~merged ~~that~~into ~~provides~~Raptor ~~eco-friendly~~Technology ~~and~~Group, ~~green solutions to global issues~~Inc. It, ~~committed~~the toseparate ~~developing~~existence ~~reliable~~of ~~fuel~~Raptor Fabrication and ~~energy~~Equipment, ~~alternatives~~Inc. byshall ~~making~~cease, ~~them both dependable~~ and ~~economically~~Raptor ~~appealing~~Technology toGroup, ~~the manufacturer as well as the consumer~~Inc. ~~Additional~~ ~~patent~~which ~~pending~~shall ~~technology~~continue ~~has also been developed~~ to ~~recover~~exist ~~rare~~with ~~earth~~its ~~minerals~~current ~~from~~Articles ~~endless miles~~ of ~~mine~~Incorporation ~~tailings. This~~and ~~technology~~Bylaws ~~provides~~as ana ~~eco-friendly~~Nevada ~~means of recycling these mine tailings both economically and profitably~~Corporation.

~~Upon~~Raptor ~~the~~Fabrication ~~completion~~and ~~of this Merger~~Equipment, ~~which~~Inc. isshall ~~expected~~have ~~within~~not ~~sixty~~more ~~days~~than 48,750,000 wecommon ~~have~~shares ~~positioned~~outstanding. These ~~ourselves~~shares toshall ~~become~~be aexchanged ~~leader~~on ina ~~the~~one ~~biofuel~~for ~~and~~one ~~mining~~basis ~~industries~~ with ~~the~~Raptor ~~advanced~~Technology ~~proprietary~~Group, ~~biofuel production technology and mineral recovery technologies~~Inc. ~~Management's~~ ~~plan~~common ~~for eco-friendly business solutions and economically profitable business models are designed to secure the Company as a leader in the alternative energy and remediation sectors~~shares.

NoIn ~~assurance~~addition ~~can~~Zoltan beNagy ~~given~~shall ~~that~~surrender ~~our planned business~~42, ~~if the merger completed~~000,000 ~~will~~common beshares ~~successful~~for orcancellation ~~make~~held aby ~~profit~~him personally.

~~The~~Upon ~~following~~completion ~~discussion~~of ~~should~~the bePlan ~~read~~of inMerger ~~conjunction~~and ~~with~~Reorganization ~~our financial statements, including~~ the ~~notes~~Directors ~~thereto, appearing elsewhere in this quarterly report. The discussions~~ of ~~results,~~Raptor ~~causes~~Fabrication and ~~trends~~Equipment ~~should~~shall ~~not~~ be ~~construed~~appointed toas ~~imply~~the ~~any~~directors ~~conclusion~~of ~~that~~Raptor ~~these~~Technology ~~results~~Group, ~~or trends will necessarily continue into the future~~Inc.

5The effective date shall occur upon: (a) Each Company receiving any required shareholder or other approvals required; (b) Raptor Fabrication and Equipment, Inc. delivering the required financial statements and other information of sufficient detail for Raptor Technology Group, Inc. to comply with the disclosure requirements of the applicable securities regulations; and (c) Performance of all material terms of the agreement and any additional closing conditions mutually agreed between the Constituent Corporations or required by applicable state or federal regulations.

~~Results~~As a result of ~~Operations~~the ~~for~~intended acquisition the ~~Three~~former ~~Months~~shareholders ~~ended~~of ~~November~~Raptor ~~30,~~Fabrication ~~2010~~and Equipment, ~~compared~~Inc. toshall become the ~~same~~majority ~~period~~shareholders of Raptor Technology Group, Inc. resulting in ~~2009~~a change of control of the Registrant.

~~The~~As ~~following~~of ~~discussion~~April ~~should~~21, be2011 ~~read~~we inhad ~~conjunction~~63,356,538 ~~with~~common shares issued and outstanding. Upon closing of the ~~financial~~Plan ~~statements~~of ~~included~~Merger inand ~~this~~Reorganization ~~report~~the current shareholders of Raptor Fabrication and isEquipment, ~~qualified~~Inc. inwould ~~its~~hold ~~entirety~~48,750,000 Common shares and giving effect to the cancellation of the 42,000,000 Common Shares held by Zoltan Nagy, Raptor Fabrication and Equipment, Inc. would hold 69% of the ~~foregoing~~resulting issued and outstanding shares.

~~Liquidity and Capital Resources~~13

AsTable of November 30, 2010 we had cash of $15,570, total current assets of $15,570, total current liabilities of $196,548 and a working capital deficiency of $180,978. From our inception on August 30, 2007 to November 30, 2010 we accumulated a deficit of $293,989. We are dependent on funds raised through equity or debt financing and investing activities to fund our operations. We anticipate that we will incur substantial losses over the next year and our ability to generate any revenues in the next 12 months continues to be uncertain.Contents

AsUpon completion of ~~November~~the 30Plan of Merger and Reorganization the principal business operations of Raptor Fabrication and Equipment, ~~2010~~Inc. weshall ~~had~~be ~~total~~principal ~~assets~~business operations of ~~$15~~the Raptor Technology Group,~~570~~ Inc. due to Raptor Technology Group, Inc. not having commenced significant business operations. Upon the completion of the Plan of Merger and ~~total~~Reorganization ~~liabilities~~and the change of ~~$196~~control,~~548~~ Raptor Fabrication and Equipment, Inc. ~~Our~~ ~~total~~operations ~~assets~~will ~~were~~become ~~primarily~~the ~~made~~accounting upacquirer ofon ~~cash~~a going forward basis.

WeRaptor ~~used~~Fabrication ~~net~~and ~~cash~~Equipment ofis ~~$1,754~~a intechnology ~~operating~~supplier ~~activities~~that ~~for~~provides the ~~quarter~~biofuel ~~ended~~and ~~November~~mining ~~30,~~industries ~~2010,~~with ~~compared~~their toadvanced ~~$3,736~~proprietary ~~during~~biofuel ~~the~~production ~~same~~technology ~~period in 2009~~ and ~~$156,362~~mineral ~~from~~recovery ~~our inception on August 30, 2007 to November 30, 2010~~technologies.

WeThe ~~used~~following ~~net~~discussion ~~cash~~should ofbe ~~$Nil~~read in ~~investing~~conjunction ~~activities~~with ~~for~~our ~~the~~financial ~~quarter~~statements, ~~ended~~including ~~November~~the ~~30,~~notes ~~2010~~thereto, ~~compared~~appearing toelsewhere ~~$Nil~~in ~~during~~this ~~the~~quarterly ~~same~~report. The ~~period~~discussions inof ~~2009~~results, causes and ~~$20,157~~trends ~~from~~should ~~our~~not ~~inception~~be onconstrued ~~August 30, 2007~~ to ~~November~~imply ~~30,~~any ~~2010. The~~conclusion ~~cash~~that ~~used~~these inresults ~~investing~~or ~~activities~~trends ~~since~~will ~~our~~necessarily ~~inception~~continue ~~was~~into ~~for~~the ~~website development costs~~future.

WeResults ~~received net cash~~ of ~~$Nil~~Operations ~~from financing activities~~ for the ~~quarter~~Three Months ended ~~November~~February 3028, ~~2010,~~2011 compared to ~~$3,435 during~~ the same period in ~~2009 and $192,089 from our inception on August 30, 2007 to November 30,~~ 2010. The cash received from financing activities during the period ended November 30, 2009 resulted from advances from our director. During the period ended November 30, 2010, our cash position decreased by $1,754.

~~Results~~The offollowing ~~Operations~~discussion should be read in conjunction with the financial statements included in this report and is qualified in its entirety by the foregoing.

~~Revenues~~Liquidity and Capital Resources

As of February 28, 2011, we had cash of $nil, total current assets of $nil, total current liabilities of $203,487 and a working capital deficiency of $203,487. From our inception on August 30, 2007 to ~~November~~February 3028, ~~2010~~2011 we ~~have~~accumulated ~~not~~a ~~yet~~deficit ~~generated~~of ~~any~~$316,498. We ~~revenues~~are dependent on funds raised through equity or debt financing to fund our operations. We doanticipate ~~not~~that ~~expect~~we will incur substantial losses over the next year and our ability to ~~earn~~generate any revenues in the ~~near~~next ~~future~~12 months continues to be uncertain.

6We used net cash of $13,472 in operating activities for the six months ended February 28, 2011, compared to $25,205 during the same period in 2010 and $168,080 from our inception on August 30, 2007 to February 28, 2011.

~~Expenses~~We used net cash of $nil in investing activities for the six months ended February 28, 2011, compared to $nil during the same period in 2010, and $20,157 from our inception on August 30, 2007 to February 28, 2011. The cash used in investing activities since our inception was for website development costs.

We ~~incurred~~used ~~total~~net ~~operating~~cash ~~expenses~~ of $313,~~920~~852 from financing activities for the ~~quarter~~six months ended ~~November~~February 3028, ~~2010~~2011, compared to receiving $3727,~~534~~410 ~~for~~during the same period in ~~2009~~2010 and $~~323~~188,~~176~~237 from our inception on August 30, 2007 to ~~November~~February 3028, ~~2010~~2011. The ~~decrease~~cash inpaid ~~operating~~for ~~expenses~~financing ~~for~~activities during the period ended ~~November~~February 3028, ~~2010~~2011 resulted from arepayment ~~decrease~~of inadvances ~~general~~to ~~and~~our ~~administrative~~sole ~~costs~~director. During the period ended February 28, 2011, our cash position decreased by $17,324.

We incurred accounting and audit fees of $9,371, $353 in amortization costs, $Nil in marketing expenses, $1,125 in legal fees, $1,168 in filing fees, $19,500 in salaries and benefits and $403 in office expenses for the quarter ended November 30, 2010. For the same period in 2009, we incurred accounting and audit fees of $7,324, $1,680 in amortization costs, $143 in marketing expenses, $4,050 in legal fees, $4,385 in filing fees, $19,500 in salaries and benefits and $452 in office expenses. From our inception on August 30, 2007 to November 30, 2010 we incurred $62,043 in accounting and audit expenses, $20,157 in amortization, $905 in interest expenses, $10,713 in marketing expenses, $42,712 in legal fees, $15,132 in filing fees, $156,500 in salaries and benefits and $15,014 in office expenses.14

~~Net~~Table ~~Loss~~of Contents

~~From~~Results ~~our inception on August 30, 2007 to November 30, 2010 we incurred net a loss~~ of ~~$293,989, after an extraordinary gain of $29,187. For the quarter ended November 30, 2010 we incurred a net loss of $31,920, compared to a net loss of $37,534 for the same period in 2009.~~Operations

~~Research and Development~~Revenues

~~For~~From ~~the~~our ~~quarter~~inception ~~ended~~on ~~November~~August 30, ~~2010~~2007 ~~and~~to ~~from~~February ~~our~~28, ~~inception~~2011, we have not ~~incurred~~yet generated any ~~research~~revenues. We ~~and~~do ~~development~~not ~~expenses~~expect to earn revenues in the near future.

~~Off-Balance Sheet Arrangements~~Expenses

AsWe ofincurred ~~November~~total 30operating expenses of $22,509 ~~2010~~for wethe ~~had~~quarter noended ~~off~~February ~~balance~~28, ~~sheet~~2011, ~~transactions~~compared ~~that~~to ~~have~~$40,598 orfor ~~are~~the ~~reasonably~~same ~~likely~~period toin ~~have~~2010 aand ~~current~~$316,498 orfrom ~~future~~our ~~effect~~inception on ~~our~~August ~~financial~~30, ~~condition~~2007 to February 28, ~~changes~~2011. The decrease in ~~our~~operating ~~financial~~expenses ~~condition,~~for ~~revenues~~the orperiod ~~expenses~~ended February 28, ~~results~~2011 ofresulted ~~operations,~~from ~~liquidity,~~our ~~capital~~operations ~~expenditures~~being orinactive ~~capital~~for ~~resources~~the quarter.

~~Item~~We 3incurred accounting and audit fees of $1,008, $1,134 in legal fees, $626 in filing fees, $19,500 in salaries and benefits and $241 in office expenses for the quarter ended February 28, 2011. For ~~Quantitative~~the same period in 2010, we incurred accounting and ~~Qualitative~~audit ~~Disclosures~~fees ~~About~~of ~~Market~~$8,854, ~~Risk~~$1,680 in amortization costs, $96 in interests and bank charges, $196 in marketing expenses, $2,956 in legal fees, $6,740 in filing fees, $19,500 in salaries and benefits and $576 in office expenses. From our inception on August 30, 2007 to February 28, 2011 we incurred $63,051 in accounting and audit expenses, $20,157 in amortization, $905 in interest expenses, $10,730 in marketing expenses, $43,846 in legal fees, $15,758 in filing fees, $176,000 in salaries and benefits and $15,238 in office expenses.

~~Not~~Net ~~applicable to smaller reporting companies.~~Loss

~~Item~~From 4our inception on August 30, 2007 to February 28, 2011 we incurred net a loss of $316,498, after an extraordinary gain of $29,187. For ~~Controls~~the ~~and~~quarter ~~Procedures~~ended February 28, 2011 we incurred a net loss of $22,509, compared to a net loss of $40,598 for the same period in 2010.

~~Not~~Research ~~applicable~~and ~~to smaller reporting companies.~~Development

7For the quarter ended February 28, 2011 and from our inception, we have not incurred any research and development expenses.

~~Item~~Off-Balance ~~4T.~~Sheet ~~Controls and Procedures.~~Arrangements

WeAs ~~maintain~~of ~~disclosure~~February ~~controls and procedures~~28, as2011 ~~defined~~we inhad ~~Rule~~no ~~13a-15(e)~~off ~~promulgated~~balance ~~under~~sheet ~~the~~transactions ~~Securities~~that ~~Exchange~~have ~~Act~~or ~~of 1934 (the "Exchange Act"), that~~ are ~~designed~~reasonably tolikely ~~ensure that information required~~ to behave ~~disclosed~~a bycurrent ~~us in the reports that we file~~ or ~~submit~~future ~~under~~effect ~~the~~on ~~Exchange~~our ~~Act~~financial ~~is recorded~~condition, ~~processed,~~changes ~~summarized, and reported within the time periods specified~~ in ~~the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to~~ our ~~management,~~financial ~~including our Chief Executive Officer and Chief Financial Officer~~condition, asrevenues ~~appropriate~~or ~~to allow timely decisions regarding required disclosure. We carried out an evaluation~~expenses, ~~under~~results ~~the supervision and with the participation~~ of ~~our management~~operations, ~~including our Chief Executive Officer and Chief Financial Officer~~liquidity, ofcapital ~~the~~expenditures ~~effectiveness~~or ofcapital ~~the design and operation of our disclosure controls and procedures as of November 30, 2010~~resources. Based on the evaluation of these disclosure controls and procedures, and the material weaknesses in our internal control over financial reporting identified in our Annual Report on Form 10-K for the period ended August 30, 2010, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

~~Changes in Internal Control~~15

WeTable ~~have not been able to implement any~~ of the recommended changes to our internal control over financial reporting listed in our Annual Report on Form 10-K for the year ended August 30, 2010. As such, there were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act, during the quarter ended November 30, 2010, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Contents

~~PART~~Item II3. Quantitative –and ~~OTHER~~Qualitative ~~INFORMATION~~Disclosures About Market Risk.

~~Item~~Not 1.applicable ~~Legal~~to ~~Proceedings~~smaller reporting companies.

~~Management~~Item ~~is not aware of any legal proceedings contemplated by any governmental authority against us~~4. ~~None~~ Controls ofand ~~our directors, officers or affiliates (i) are a party adverse to us in any legal proceedings, or (ii) have an adverse interest to us in any legal proceedings~~Procedures.

~~Item~~Not ~~1A.~~applicable ~~Risk~~to ~~Factors~~smaller reporting companies.

~~Not~~Item ~~applicable~~4T. Controls toand ~~smaller reporting companies~~Procedures.

~~Item~~We 2.maintain ~~Unregistered~~disclosure ~~Sales~~controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of ~~Equity~~1934 (the "Exchange Act"), that are designed to ensure that 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 in the Securities and ~~Use~~Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of ~~Proceeds~~our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of February 28, 2011. Based on the evaluation of these disclosure controls and procedures, and the material weaknesses in our internal control over financial reporting identified in our Annual Report on Form 10-K for the year ended August 31, 2010, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

~~None.~~Changes in Internal Control

8We have not been able to implement any of the recommended changes to our internal control over financial reporting listed in our Annual Report on Form 10-K for the year ended August 31, 2010. As such, there were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act, during the quarter ended February 28, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Item~~PART 3.II ~~Defaults~~– ~~Upon~~OTHER ~~Senior Securities.~~INFORMATION

~~None~~Item 1. Legal Proceedings.

~~Item~~Management 4.is ~~Submissions~~not aware of ~~Matters~~any tolegal aproceedings ~~Vote~~contemplated by any governmental authority against us. None of ~~Security~~our ~~Holders~~directors, officers or affiliates (i) are a party adverse to us in any legal proceedings, or (ii) have an adverse interest to us in any legal proceedings.

~~None.~~16

~~Item~~Table 5.of ~~Other Information.~~Contents

~~None~~Item 1A. Risk Factors.

~~Item~~Not 6.applicable ~~Exhibits~~to smaller reporting companies.

~~EXHIBIT DESCRIPTION~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

None.

~~SIGNATURES~~Item 3. Defaults Upon Senior Securities.

~~Pursuant to the requirements of the Securitas Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized~~None.

		RAPTOR TECHNOLOGY GROUP, INC.
Date: January 14, 2011		By: /s/ Zoltan Nagy
		Zoltan Nagy
		President, Chief Executive Officer, Chief Financial Officer, Director, Secretary, Treasurer

Item 4. [Removed and Reserved]

9Item 5. Other Information.

None.

Item 6. Exhibits

EXHIBIT DESCRIPTION

Raptor Technology Group, Inc.includes by reference the following exhibits:

3.1	Articles of Incorporation, exhibit 3.1 filed with the registrant’s Registration Statement on Form SB -2, as amended; filed with the Securities and Exchange Commission on December 14, 2007.

3.2	Bylaws, filed as exhibit 3.2 with the registrant’s Registration Statement on Form SB-2, as amended; filed with the Securities and Exchange Commission on December 14, 2007.

Raptor Technology Group, Inc. includes the following exhibits:

3.3	Amended Articles of Incorporation

10.1	Plan of Merger and Reorganization with Raptor Fabrication and Equipment, Inc. entered into on January 6, 2011, amended, restated and replaced in its entirety, April 21, 2011

31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.1	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securitas Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Raptor Technology Group, Inc.

	By:	/s/ Zoltan Nagy
Date: April 21, 2011		Zoltan Nagy
		President, Chief Executive Officer
		Chief Financial Officer, Director, Secretary, Treasurer

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