UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x ~~Annual~~ ~~report~~ANNUAL ~~under~~REPORT ~~Section~~UNDER 13SECTION ~~or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended May 31, 2010 ¨ Transition report under Section~~ 13 orOR 15(d) ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934 ~~for the transition period from to______.~~

For the fiscal year ended May 31, 2011

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from _________ to ________

Commission file number: 000-52207

~~CYBERMESH~~Cybermesh ~~INTERNATIONAL~~International ~~CORP~~Corp. ~~(Name of issuer in its charter)~~

Nevada		98-0512139
(State or other jurisdiction of incorporation or		(IRS Employer Identification No.)
organization)
200-245 East Liberty Street, Reno, NV		89501
(Address of principal executive offices)		(Zip Code)
Issuer's telephone Number	1-888-597-8899

(Exact name of registrant as specified in its charter)

Securities registered under Section 12(b) of the Exchange Act:

Nevada	98-0512139
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2517 Indian Farm Lane NW, Albuquerque, NM	87107
(Address of principal executive offices)	(Zip Code)

Common Stock, $0.001 par value Common		OTCBB
(Title of class)		(Name of exchange on which registered)

Registrant’s telephone number: (888) 597-8899

~~Indicate~~Securities byregistered ~~check~~under ~~mark~~Section if12(g) ~~the registrant is a well-known seasoned issuer, as defined in Rule 405~~ of the ~~Securities~~Exchange Act~~. YES ¨ NO x~~:

~~Indicate~~Title byof ~~check~~each ~~mark~~class ifCommon ~~the~~Stock, ~~registrant~~par isvalue ~~not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act~~$0.001 ~~YES ¨ NO~~per xshare

Indicate by check mark ~~whether~~if the registrant ~~(1)~~is ~~has~~a ~~filed~~well-known ~~all~~seasoned ~~reports~~issuer, ~~required~~as todefined bein ~~filed~~Rule by405 ~~Section 13 or 15(d)~~ of the Securities ~~Exchange~~ Act. ofYes ~~1934~~¨ ~~during~~No ~~the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES~~ x ~~NO ¨~~

Indicate by check mark if ~~disclosure~~the ofregistrant ~~delinquent filers pursuant to Item 405 of Regulation S-K~~ is not ~~contained~~required into ~~this~~file ~~form~~reports ~~and~~pursuant ~~will not be contained,~~ to ~~the~~Section ~~best~~13 ~~of the registrant's knowledge, in definitive proxy~~ or ~~information~~Section ~~statements~~15(d) ~~incorporated by reference in Part III~~ of ~~this~~the ~~Form~~Act. ~~10-K~~Yes or¨ ~~any~~No ~~amendment to this Form 10-K~~ x.

Indicate by ~~check~~checkmark ~~mark~~ whether the registrant is(1) ahas ~~large~~filed ~~accelerated~~all ~~filer,~~reports anrequired ~~accelerated~~to ~~filer,~~be filed by Section 13 or a15(d) ~~non-accelerated~~of ~~filer,~~the Securities Exchange Act during the preceeding 12 months (or afor ~~smaller~~such ~~reporting~~shorter ~~company.~~period ~~See~~that the ~~definitions~~registrant ofwas ~~"large~~required ~~accelerated~~to ~~filer,"~~file ~~"accelerated~~such ~~filer"~~reports), and ~~"smaller~~(2) ~~reporting~~has ~~company"~~been insubject ~~Rule~~to ~~12b-2~~such offiling requirements for the ~~Exchange~~past ~~Act~~90 days. ~~(Check~~Yes ~~one):~~x No ¨

-Indicate 1by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ¨mark ~~Accelerated~~if ~~filer~~disclosure ¨of ~~Non-accelerated~~delinquent ~~Smaller~~filers ~~reporting~~pursuant ~~filer~~to ¨Item ~~company~~405 xof Regulation S-K (Do§229.405 of this chapter) is not ~~check~~contained ifherein, aand ~~smaller~~will ~~reporting~~not ~~company)~~be contained, to the best of registrant’s knowledge, in definitive Information or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a ~~shell~~large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. ~~(as~~See ~~defined~~the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act). ~~x Yes ¨ No~~

·Large ~~State~~accelerated ~~issuer's~~filer ~~revenue~~¨ ~~for~~Accelerated ~~its~~filer ~~most~~¨ ~~recent fiscal year: $ Nil for the fiscal year ended May 31, 2010. · The aggregate market value of held by non~~Non-~~affiliates~~accelerated ~~and~~filer affiliates as May 31, 2010 cannot be determined as the issuers common stock is not actively trading in the market. · State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: The registrant had 118,300 shares of common stock outstanding (post-share consolidation) as of September 13, 2010. · Transitional Disclosure Format (Check one): Yes ¨ ;Smaller Noreporting company x

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

	TABLE OF CONTENTS
PART I
Item 1	Business	5
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	8
Item 2	Properties	8
Item 3	Legal Proceedings	8
Item 4	Submission of Matters to a Vote of Security Holders	8
PART II
Item 5	Market for Registrant’s Common Equity and Related Stockholder Matters	8
Item 6	Selected Financial Data	12
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 7A	Quantitative and Qualitative Disclosure About Market Risk	15
Item 8	Financial Statements and Supplementary Data	16
Item 9	Change In and disagreements With Accountants on Accounting and Financial Disclosure	29
Item 9A(T)	Controls and Procedures	29
Item 9B	Other Information	30
PART III
Item 10	Directors and Executive Officers	30
Item 11	Executive Compensation	32
Item 12	Security Ownership of Certain Beneficial Owners and Management	33
Item 13	Certain Relationships and Related Transactions	33
Item 14	Principal Accountant Fees and Services	34
Item 15	Exhibits	35
	Signatures	36

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 last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $___________

-The 3number -of shares of the registrant’s only class of common stock issued and outstanding was 21,985,400 shares as of August 31, 2011.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Information Statement to be filed with the Securities and Exchange Commission and delivered to shareholders in connection with the registrant’s 2011 Annual Meeting of Shareholders (Part III).

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business	3
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	4
Item 2.	Properties	4
Item 3.	Legal Proceedings	4
Item 4.	[Removed and Reserved]	4

	PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4
Item 6.	Selected Financial Data	6
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 8.	Financial Statements and Supplementary Data	8
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	8
Item 9A.	Controls and Procedures	8
Item 9B.	Other Information	9

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	9
Item 11.	Executive Compensation	9
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	9
Item 13.	Certain Relationships and Related Transactions, and Director Independence	10
Item 14.	Principal Accounting Fees and Services	10

	PART IV

Item 15.	Exhibits, Financial Statement Schedules	10

Signatures		10
Certifications		11

PART I

~~Note~~Item ~~regarding forward-looking statements~~1. Business

This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things:History

·We ~~general~~were ~~economic~~incorporated ~~and business conditions, both nationally and~~ in ~~our markets, · our expectations and estimates concerning future financial performance, financing plans and~~ the ~~impact~~State of ~~competition,~~Nevada ·on ~~our~~September ~~ability to implement our growth strategy~~27, ~~· anticipated trends in our business, · advances in technologies, and · other risk factors set forth herein~~2004.

InCurrent ~~addition, in this report, we use words such as "anticipates," "believes," "plans," "expects," "future," "intends," and similar expressions to identify forward-looking statements.~~Business

AsOn ~~used~~June in22, ~~this~~2011 ~~current~~the ~~report,~~Registrant ~~the~~entered ~~terms~~into a Joint Venture Agreement (“weAgreement”) with ContentX Technologies, LLC, a California limited liability company (“usContentX”), which was amended on August 16, 2011, whereby the parties will create a joint venture Nevada limited liability company with the name CTX/CYTL, LLC (“~~our~~JV”). The ~~and~~JV will engage in the business of exploiting ContentX’s proprietary software (“~~Company~~Software”) ~~refer~~designed to ~~Cybermesh~~recapture ~~International~~royalties ~~Corp~~for unauthorized computer downloads of copyrighted material on the Internet.

~~Cybermesh~~Pursuant ~~International~~to ~~Corp.~~the ~~does~~terms ~~not~~of ~~undertakes~~the ~~any~~amended ~~obligation~~Agreement, toContentX ~~update~~has ~~publicly~~exclusively orlicensed ~~revise~~the ~~any~~Software ~~forward-looking~~to ~~statements,~~the ~~whether~~JV asand aCompany ~~result~~shall ofcontribute ~~new information~~$500,000 ~~future~~to ~~events~~the orJV. For ~~otherwise~~such ~~after~~contributions, ~~the~~ContentX ~~date~~and ofRegistrant ~~this~~shall ~~Form~~each ~~10K.~~own In50% ~~light~~ of ~~these~~the ~~risks and uncertainties~~JV. Additionally, the ~~forward-looking~~Company ~~events~~shall ~~and~~issue ~~circumstances~~to ~~discussed~~ContentX ina ~~this~~warrant ~~prospectus~~to ~~may~~purchase ~~not~~5,000,000 ~~occur~~shares ~~and~~of ~~actual~~Company ~~results~~common ~~could~~stock ~~differ~~at ~~materially~~a ~~from~~price ~~those~~per ~~anticipated~~share orof ~~implied in the forward-looking statements~~$0.001.

-We 4are -in the process of raising our $500,000 capital contribution for the JV.

~~ITEM~~Prior 1.Discontinued ~~DESCRIPTION OF BUSINESS~~Businesses

~~History~~The Company was founded as “Asia Projects Corporation” for the purpose of distributing health supplements worldwide. We were a distributor of the health supplement “Smokers Lozenge” (the “Lozenge”) for smokers, ex-smokers and people who have been exposed to second hand smoke. Its purpose is to relieve coughing, eradicate phlegm and other associated discomforts experienced with exposure to cigarette smoke. Operations commenced September 30, 2005. On May 9, 2006 we changed our name to Smokers Lozenge Inc.

We ~~were~~had ~~incorporated~~a indistribution ~~the~~agreement ~~State~~entitling ofus ~~Nevada~~to onmarket ~~September~~and ~~27,~~sell ~~2004~~the asLozenge ~~“Asia~~on ~~Projects~~an ~~Corporation”~~exclusive basis worldwide, ~~for~~with the ~~purpose~~exception of ~~distributing~~China, ~~health~~which ~~supplements~~was ~~worldwide~~on a non-exclusive basis. OnThis ~~May~~agreement 9and sub distribution agreements were cancelled effective February 28, ~~2006~~2008. Accordingly, we ~~changed~~have ~~our~~no ~~name~~intention toof ~~Smokers~~continuing ~~Lozenge~~or ~~Inc~~expanding the business of distribution of the Lozenge.

Effective April 3, 2008, we completed a merger with our subsidiary, Cybermesh International Corp, a Nevada company with no prior operating history and with no assets, liabilities or equity. As a result, we changed our name from “Smokers Lozenge Inc.” to ”Cybermesh International Corp.” to better reflect the proposed future direction and business of our company.

On February 28, 2008, we entered into an Asset Purchase Agreement ~~(the “Asset Purchase Agreement”)~~ with Cyber Mesh Systems Inc. (“CMS BC”), a company incorporated in the Province of British Columbia, wherein we have agreed to purchase all the assets of CMS BC. Consideration for the purchase of the assets is the forgiving of a loan from our company to CMS BC in the amount of $100,000. In addition to the forgiving of the loan, we agreed to issue 42,500 shares of our company (post share consolidation) to CMS BC. ~~Please~~The Asset ~~refer~~Purchase toAgreement ~~Exhibit~~was ~~10.1~~subsequently ~~for~~terminated ~~further~~on ~~particulars~~July 23, 2008.

~~The~~Effective ~~Agreement~~August ~~was~~23, ~~subsequently~~2008, ~~terminated~~we oncompleted ~~July~~the 23acquisition of our subsidiary, ~~2008~~Omni Research Corporation (“Omni”). ~~Please~~Omni ~~refer~~is a company incorporated under the laws of Belize and prior to ~~Exhibit~~our 10acquisition, had no prior operating history and no assets, liabilities or equity.2 Omni has an authorized capital of 50,000 common shares of which all 50,000 shares were issued to us for ~~further~~consideration ~~particulars~~of $5,000. Omni subsequently changed its name to Cybermesh Systems Inc.

~~Prior~~On toAugust ~~signing~~27, ~~the~~2008, ~~Asset Purchase Agreement~~ we ~~were~~entered into a ~~distributor~~debt ofsettlement ~~the~~agreement ~~health~~with ~~supplement~~CMS ~~“Smokers~~BC. ~~Lozenge”~~CMS ~~(the~~BC ~~“Lozenge”)~~owed ~~for~~us ~~smokers~~$100,000 ~~ex-smokers~~pursuant ~~and~~to ~~people~~a ~~who~~promissory ~~have~~note. ~~been~~The ~~exposed~~$100,000 towas ~~second~~settled ~~hand~~in ~~smoke.~~exchange ~~Its~~for ~~purpose~~products isand toproprietary ~~relieve~~technologies ~~coughing,~~currently ~~eradicate~~being ~~phlegm~~marketed and ~~other~~also ~~associated~~products ~~discomforts~~and ~~experienced~~proprietary ~~with~~technologies ~~exposure~~under todevelopment ~~cigarette~~by ~~smoke~~CMS BC. ~~Operations~~Pursuant ~~commenced~~to ~~September~~the 30agreement, ~~2005~~these assets shall be transferred to Omni, our wholly owned subsidiary.

We had a distribution agreement entitling us to market and sell the Lozenge on an exclusive basis worldwide, with the exception of China, which was on a non-exclusive basis. This agreement and sub distribution agreements were cancelled effective February 28, 2008. Accordingly, we have no intention of continuing or expanding the business of distribution of the Lozenge. 3

~~Acquisition~~On September 15, 2008, we entered into a service agreement (the “Service Agreement”) with Block Arcade I.T. Services Inc. (“Block Arcade”), an independent Nevada based high tech product research and development company. We engaged Block Arcade to launch the Acquired Technologies consisting of ~~Subsidiaries~~Blast IPTV - high definition streaming video TV, Free Internet Hot Spots - local advertising supported wireless networks, Mobile 2 Global Cellular - VOIP Communication Products, Wireless Network Routers and other telecommunication equipment into market by delivering high definition videos, movies, television programming, and audio visual products – internet to end user devices. Block Arcade was to use various proprietary technologies acquired under the debt settlement agreement in developing the Acquired Technologies, such as compression, encryption, video streaming and telecommunication technologies. The acquired technologies were licensed to Block Arcade for the sole purpose of research and development. The contract for services was for one year term, with a monthly fee payable in advance in the amount of $50,000.

~~Effective~~On ~~August~~December 2315, 2008, we ~~completed~~terminated ~~the acquisition of~~ our ~~subsidiary,~~agreement ~~Omni~~with ~~Research~~Block ~~Corporation~~Arcade ~~(“Omni”).~~by ~~Omni~~way isof a ~~company~~Termination ~~incorporated~~Agreement. ~~under~~We ~~the~~are ~~laws~~currently ofsourcing ~~Belize~~bids ~~and~~for ~~prior~~furthering to our ~~acquisition,~~research ~~had no prior operating history~~ and nodevelopment ~~assets,~~from ~~liabilities~~various orhigh-tech ~~equity.~~companies ~~Omni~~and ~~has~~hope anto ~~authorized~~obtain ~~capital~~a ofmore ~~50,000~~cost ~~common~~effective ~~shares~~method ofto ~~which~~launch ~~all~~the ~~50,000~~Acquired ~~shares~~Technologies ~~were~~into ~~issued~~market. toAt usthis ~~for~~time ~~consideration~~we ofcannot ~~$5,000.~~estimate ~~Omni~~when ~~subsequently~~a ~~changed~~new ~~its~~service ~~name~~agreement towill ~~Cybermesh~~be ~~Systems Inc~~finalized.

~~Debt~~We ~~Settlement~~have ~~Agreement~~put our Acquired Technologies in abeyance as the technical consulting team in charge of developing the technologies has abandoned the development of the technologies without notice, effectively terminating their relationship with our company. All attempts by us to settle this matter with the consulting team have been futile. We perform a review for potential impairment of long-lived assets at least annually in order to ensure that recorded amounts are recoverable. As of May 31, 2009 those assets were deemed impaired and written off.

On August 27, 2008, we entered into a debt settlement agreement with CMS BC. CMS BC owed us $100,000 pursuant to a promissory note. The $100,000 was settled in exchange for products and proprietary technologies currently being marketed and also products and proprietary technologies under development by CMS BC. Pursuant to the agreement, these assets shall be transferred to Omni, our wholly owned subsidiary. Please refer to Exhibit 10.3 for further particulars.Employees

~~Service~~We ~~Agreement~~have ___ full-time and __ part-time employees. The remainder of our functions are served by consultant on an as-needed basis.

OnItem ~~September 15, 2008, we entered into a service agreement (the “Service Agreement”) with Block Arcade I~~1A.T. Risk ~~Services Inc~~Factors. (“Block Arcade”), an independent Nevada based high tech product research and development company. We engaged Block Arcade to launch the Acquired Technologies consisting of Blast IPTV - high definition streaming video TV, Free Internet Hot Spots - local advertising supported wireless networks, Mobile 2 Global Cellular - VOIP Communication Products, Wireless Network Routers and other telecommunication equipment into market by delivering high definition videos, movies, television programming, and audio visual

-A 5smaller -reporting company is not required to provide the information required by this Item.

~~products~~Item ~~– internet to end user devices~~1B. Unresolved ~~Block~~Staff Arcade was to use various proprietary technologies acquired under the debt settlement agreement in developing the Acquired Technologies, such as compression, encryption, video streaming and telecommunication technologies. The acquired technologies were licensed to Block Arcade for the sole purpose of research and development. The contract for services was for one year term, with a monthly fee payable in advance in the amount of $50,000. Please refer to Exhibit 10.4 for further particulars.Comments

OnA ~~December~~smaller ~~15,~~reporting ~~2008,~~company weis ~~terminated~~not ~~our~~required ~~agreement with Block Arcade by way of a Termination Agreement. We are currently sourcing bids for furthering our research and development from various high-tech companies and hope~~ to ~~obtain~~provide ~~a more cost effective method to launch~~ the ~~Acquired~~information ~~Technologies~~required ~~into~~by ~~market. At~~ this ~~time we cannot estimate when a new service agreement will be finalized~~Item. ~~Please refer to Exhibit 10.5 for further particulars.~~

WeItem have put our Acquired Technologies in abeyance as the technical consulting team in charge of developing the technologies has abandoned the development of the technologies without notice, effectively terminating their relationship with our company2. All attempts by us to settle this matter with the consulting team have been futile. We perform a review for potential impairment of long-lived assets at least annually in order to ensure that recorded amounts are recoverable. As of May 31, 2009 those assets were deemed impaired and written off. Properties

WeOur ~~currently~~administrative dooffice ~~not~~is ~~have~~located ~~any~~at ~~business~~2517 ~~activity.~~Indian ~~The~~Farm ~~market~~Lane inNW, ~~which~~Albuquerque, weNM ~~operate~~87107.

WeItem ~~have not marketed any products as of the date of this Form 10-K~~3. Legal Proceedings

~~Employees (See also “Description of Property” below)~~None.

~~Our~~Item ~~principal~~4. [Removed ~~business~~ and ~~administrative branch office for North American investor relations and U.S. regulatory reporting is located at Suite 200, 245 East Liberty Street, Reno, Nevada, 89501.~~Reserved]

~~ITEM~~PART ~~1A. RISK FACTORS~~II

~~Any~~Item of5. Market ~~the~~for ~~following~~Registrant’s ~~risks~~Common ~~could~~Equity, ~~materially~~Related ~~adversely~~Stockholder ~~affect~~Matters ~~our~~and ~~business,~~Issuer ~~financial~~Purchases ~~condition,~~of orEquity ~~operating results.~~Securities

All parties and individuals reviewing this Form 10K and considering us as an investment should be aware of the financial risk involved. When deciding whether to invest or not, careful review of the risk factors set forth herein and consideration of forward-looking statements contained in this registration statement should be adhered to. Prospective investors should be aware of the difficulties encountered as we face all the risks including competition, and the need for additional working capital. The likelihood of our success must be considered in light of the problems and expenses that are frequently encountered in connection with operations in the competitive environment in which we will be operating. 4

-Market ~~6 -~~Information

***YouOur ~~should~~common ~~read~~stock is currently quoted on the ~~following~~OTCQB ~~risk~~of ~~factors~~OTC ~~carefully~~Markets. ~~before~~The ~~purchasing~~OTCQB ~~our~~is ~~common~~a network of security dealers who buy and sell stock. ~~***~~The ~~RISKS~~dealers ~~RELATING~~are TOconnected ~~OUR~~by ~~BUSINESS~~a computer network that provides information on current "bids" and "asks", as well as volume information. Our shares are quoted on the OTCQB under the symbol “CYTL”.

WeThe ~~have~~following atable ~~limited~~sets ~~operating~~forth ~~history~~the ~~upon~~range ~~which~~of anhigh ~~evaluation~~and oflow bid quotations for our ~~prospects~~common ~~can~~stock befor ~~made~~each of the periods indicated as reported by the OTCQB. ~~For~~These ~~that~~quotations ~~reason,~~reflect itinter-dealer ~~would~~prices, bewithout ~~difficult~~retail ~~for~~mark-up, amark-down ~~potential~~or ~~investor~~commission toand ~~judge~~may ~~our~~not ~~prospects~~necessarily ~~for~~represent ~~success~~actual transactions.

WeCYTL ~~were~~began ~~organized~~trading ~~in September 2004 and we commenced operations~~ on ~~September~~March 3010, ~~2005~~2011. We have had limited operations since our inception from which to evaluate our business and prospects. There can be no assurance that our future proposed operations will be implemented successfully or that we will be able to generate profits. If we are unable to sustain our operations, you may lose your entire investment. We face all the risks inherent in a new business, including the expenses, difficulties, complications and delays frequently encountered in connection with conducting operations, including capital requirements and management's potential underestimation of initial and ongoing costs. As a new business, we may encounter delays and other problems in connection with the methods of product distribution that we implement. We also face the risk that we will not be able to effectively implement our business plan. In evaluating our business and prospects, these difficulties should be considered. If we are not effective in addressing these risks, we will not operate profitably and we may not have adequate working capital to meet our obligations as they become due.

We are dependent on the services of our sole officer and director and the loss of his services could have a material adverse effect on our ability to carry on business.

Fiscal Year Ending May 31, 2011
Quarter Ended	High		Low
May 31, 2011	$	0.55	$	0.12

WeHolders ~~are substantially dependent upon the efforts and skills~~ of ~~our~~Our ~~sole~~Common officer and director, Locksley Samuels. We do not an employment contract with Mr. Samuels and thus he has no obligation to fulfill such capacities as officer and director for any specified period of time. The loss of the services Mr. Samuels will have a material effect on our business. Stock

IfAs weof doAugust ~~not~~31, ~~receive~~2011, ~~shareholder loans~~ we ~~may~~had be21,985,400 ~~unable~~shares toof ~~continue~~our ~~meeting~~common ~~our~~stock ~~minimum~~issued ~~funding~~and ~~requirements~~outstanding.

As of May 31, 2010 we have a negative working capital of $ 2,71,453. We will require shareholder loans to meet our working capital needs; however, we have no formalized agreements with shareholders guaranteeing that any funds will be available to us. We may exhaust this source of funding at any time, which would cause us to cease operations.Dividends

~~RISKS~~The ~~RELATING~~Company TOhas ~~OUR~~not ~~COMMON~~declared, ~~STOCK~~or paid, any cash dividends since inception and does not anticipate declaring or paying a cash dividend for the foreseeable future.

~~There~~Securities ~~has~~Authorized ~~been no active trading activity~~ for ~~our~~Issuance ~~common~~under ~~stock~~Equity ~~and~~Compensation ~~therefore the stock you purchase may be illiquid for an indefinite period of time.~~Plans

~~There~~Equity isCompensation ~~assurance~~Plan ~~that an active trading market for our common stock will develop or be sustained.~~Information

~~Broker-dealers~~Plan ~~may~~category Number of securities to be ~~discouraged~~issued ~~from~~upon ~~effecting~~exercise ~~transactions~~of inoutstanding ~~our~~options, ~~shares~~warrants ~~because~~and ~~they~~rights ~~are~~(a) ~~considered~~Weighted-average ~~penny~~exercise ~~stocks~~price of outstanding options, warrants and ~~are~~rights ~~subject~~(b) toNumber ~~the~~of ~~penny~~securities ~~stock~~remaining ~~rules.~~available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders Equity compensation plans not approved by security holders Total

~~The Securities and Exchange Commission (the "Commission") has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $~~5.00 per share, subject to certain exceptions. Our Common Stock is presently subject to these regulations which impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a “penny stock”, unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Commission relating to the “penny stock” market. The broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative, current quotations for the securities and, if

-Recent 7Sales -of Unregistered Securities

~~the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market~~None. Finally, monthly statements must be sent disclosing recent price information for the “penny stock” held in the account and information on the limited market in “penny stocks”. Consequently, the "penny stock" rules may restrict the ability of broker-dealers to sell our securities and may negatively affect the ability of purchasers of our shares of Common Stock to sell such securities.

~~ITEM~~Item 1B6. Selected ~~UNRESOLVED~~Financial ~~STAFF COMMENTS~~Data

~~None~~A smaller reporting company is not required to provide the information required by this Item.

~~ITEM~~Item 27. Management’s ~~PROPERTIES~~Discussion and Analysis of Financial Condition and Results of Operations

~~Principal~~Cautionary ~~Business~~Notice ~~Office~~Regarding Forward Looking Statements

~~Our~~We ~~administrative~~desire ~~office~~to ~~for~~take ~~North~~advantage ~~American~~of ~~investor~~the ~~relations~~“safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This filing contains a number of forward-looking statements which reflect management’s current views and Uexpectations with respect to our business, strategies, products, future results and events, and financial performance.S All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. ~~regulatory~~In ~~reporting~~particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is ~~located~~not atforward-looking. ~~Suite~~These ~~200~~forward-looking statements are subject to certain risks and uncertainties, ~~245~~including ~~East~~those ~~Liberty~~discussed ~~Street~~below. Our actual results, ~~Reno~~performance or achievements could differ materially from historical results as well as those expressed in, ~~Nevada~~anticipated, ~~89501~~or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.

~~There~~Readers should not place undue reliance on these forward-looking statements, which are ~~currently~~based noon ~~proposed~~management’s ~~programs~~current ~~for~~expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the ~~renovation~~date of this filing. Our actual results, ~~improvement~~performance or ~~development~~achievements ofcould differ materially from the ~~facilities~~results ~~that~~expressed wein, ~~currently~~or ~~use~~implied by, these forward-looking statements. WeFactors ~~believe~~which ~~that~~could ~~this~~cause ~~arrangement~~or iscontribute ~~suitable~~to ~~given~~such differences include, but are not limited to, the ~~nature~~risks ofto be discussed in our ~~current~~next ~~operations,~~Annual Report on form 10-K and ~~believe~~in ~~that~~the wepress ~~will~~releases ~~not~~and ~~need~~other communications to ~~lease~~shareholders issued ~~additional~~by ~~administrative~~us ~~offices~~from intime to time which attempt to advise interested parties of the ~~immediate~~risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

~~ITEM~~OVERVIEW 3.Critical ~~LEGAL~~Accounting ~~PROCEEDINGS~~Estimates

~~None~~The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The application of GAAP involves the exercise of varying degrees of judgment. The resulting accounting estimates will not always precisely equal the related actual results. Management considers an accounting estimate to be critical if:

~~ITEM~~• assumptions 4.are ~~SUBMISSION~~required OFto ~~MATTERS~~be TOmade; ~~A VOTE OF SECURITY HOLDERS~~and

~~The~~• changes ~~following~~in ~~individuals~~estimates ~~were~~could ~~elected~~have ~~unanimously~~a tomaterial ~~the~~effect ~~Board~~on ofour ~~Directors~~financial ~~to serve until the next Annual Meeting of Stockholders:~~statements.

Name	Age	Position	Period Serving	Term (1)
		President, CEO, CFO,	Sept 11, 2010-
Locksley Samuels	58	Treasurer Director,	September 10, 2011	1 year
		Secretary

We have determined that the measurement of impairment expense and the calculation of the fair value of equity securities issued for services meet those criteria of a significant estimate.

~~(1) Directors hold office until the next annual stockholders’ meeting or until a successor or successors are elected and appointed.~~6

WePlan ~~approved the appointment~~ of ~~Robert G. Jeffrey as our independent accountants for the fiscal year ended May 31, 2010.~~Operation

~~PART~~The IICompany’s plan of operation is to build the Joint Venture with ContentX in the entertainment industry, which plans to secure contracts with copyright holders to convert illegal file sharers into paying customers. The company is also looking at opportunities with niche demographics in the media space.

~~ITEM~~Results 5.of ~~MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~Operations

~~MARKET~~Fiscal ~~FOR~~Year ~~COMMON~~Ended ~~EQUITY No~~May ~~Trading~~31, ~~Activity~~2011 ~~for~~Compared ~~Common~~to ~~Stock~~Fiscal Year Ended May 31, 2010

~~We are listed on the OTC Bulletin Board; however, there has been no trades of our common stock as of the date of this Form 10-K.~~ Revenues

~~Stockholders~~We ofgenerated ~~Our~~no ~~Common~~revenues ~~Shares~~from our operations for the fiscal years ended May 31, 2011 and 2010. We cannot determine at this time when it will be in a position to generate revenues.

~~As of September 13, 2010, we had 11,985,400 commons shares outstanding.~~Expenses

-Our 8total -general and administration expenses were $54,286 for the fiscal year ended May 31, 2011 compared to $43,888 for the fiscal year ended May 31, 2010. The increase is primarily due to an increase in professional fees in the amount of $18,403. Expenses incurred were to sustain operations at basic minimal levels until such time where we are in a position to expand our research and development and marketing efforts.

~~Rule~~Liquidity ~~144~~and ~~Shares~~Capital Resources

~~Under~~As ~~Rule~~of ~~144~~May as31, ~~currently in effect~~2011, athe ~~person~~Company ~~who~~had ~~has~~no ~~beneficially~~cash ~~owned~~and ~~shares of~~ a ~~company’s~~negative ~~common~~working ~~stock~~deficit ~~for~~of at$25,414. ~~least~~Based ~~one~~on ~~year~~current isoperations, ~~entitled~~over tothe ~~sell~~next ~~within~~12 ~~any~~months, ~~three~~the ~~month~~Company ~~period~~will arequire ~~number~~approximately of$360,000 ~~shares~~to ~~that~~sustain ~~does~~operations ~~not~~at ~~exceed~~basic ~~the~~minimal ~~greater of:~~levels.

1.	1% of the number of shares of the company’s common stock then outstanding which, in our case, will equal 1,183 shares as of the date of this prospectus; or
2.	the average weekly trading volume of the company’s common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.

The Company is in the development stage, has not yet generated any revenues and has an accumulated deficit at May 31, 2011 of $612,567. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

~~Sales~~The ~~under~~ability ~~Rule~~of ~~144~~the ~~are~~Company ~~also~~to ~~subject~~continue toits ~~manner~~operations is dependent on the successful execution of ~~sale~~management's ~~provisions~~plans, ~~and~~which ~~notice~~include ~~requirements~~generating revenue from the joint venture and todraw downs from the ~~availability~~equity line agreement both of ~~current~~which ~~public~~are ~~information~~noted ~~about~~in the ~~company~~notes to financials, and with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.

~~Under~~Please ~~Rule~~note ~~144(k),~~that aas ~~person~~mentioned ~~who~~above isin ~~not~~“Recent ~~one~~Sales of ~~the~~Unregistered ~~company’s~~Securities”, ~~affiliates~~$ at118,671 ~~any~~of ~~time~~our ~~during~~current ~~the~~liabilities ~~three~~consisting ~~months~~of ~~preceding~~shareholder ~~a sale,~~ and ~~who~~consultant ~~has~~loans ~~beneficially~~and ~~owned~~related ~~the~~interest ~~shares~~were ~~proposed~~settled toby beissuance ~~sold for at least two years, is entitled to sell shares without complying with the manner~~ of ~~sale~~11, ~~public information~~867,100 ~~volume~~common ~~limitation~~shares orat ~~notice~~$ ~~provisions of Rule 144~~0.01.

~~Stock~~Cash ~~Option~~used ~~Grants~~in operating activities

OnCash ~~September~~used ~~24,~~in ~~2008,~~operating ~~the~~activities ~~Board~~for ~~of Directors approved~~ the ~~granting~~fiscal ofyears ~~options~~ended toMay ~~purchase~~31, a2011 ~~total~~and of2010 upwas ~~to 15~~$10,~~000~~935 ~~shares~~and ~~of common stock (adjusted for 200 for 1 share consolidation) as described in the 2008 Stock Option Plan (the “2008 Plan”) to our directors~~$4, ~~officers~~686, ~~employees and consultants~~respectively. The ~~following~~increase is ~~intended~~due asto a ~~brief~~change ~~description~~in ofaccounts ~~the~~payable, ~~2008~~advances ~~Plan~~from shareholders and isaccrued ~~qualified~~interest inpayable ~~its~~that ~~entirety~~were byforgiven ~~the~~as ~~full~~a ~~text~~result of ~~the~~change ~~2008~~in ~~Plan~~control ~~which~~on isJanuary ~~attached~~18, ~~as Exhibit 10~~2011.6.

~~Administration~~From our inception on August 27, 2008 to May 31, 2011, we used net cash of $352,466 in operating activities.

~~The~~Cash ~~2008~~flow ~~Plan~~from ~~will~~financing be administered by the Board of Directors. The Board of Directors may appoint a committee of the Board of Directors (the “Committee”) comprised of two or more of directors, each of whom will be a “Non-Employee Director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and an “Outside Director” within the meaning of Section 162(m) of the Code, to administer the 2008 Plan. Subject to the terms of the 2008 Plan, the Board of Directors or the Committee may determine and designate those employees, directors and consultants to whom options should be granted and the nature and terms of the options to be granted.activities

~~Eligibility~~Cash provided by financing activities for the fiscal years ended May 31, 2011 and 2010 was $7,000 and $4,638, respectively. The increase is primarily due to advances from our equity line.

~~All~~From of our ~~employees,~~inception ~~including~~on ~~our~~August ~~executive officers and directors who are also employees~~27, ~~are~~2008 ~~eligible~~ to ~~participate~~May in31, ~~the~~2011, ~~2008~~we ~~Plan.~~received ~~Directors who are not employees~~$352,113 asthrough ~~well~~financing asactivities; ~~our consultants and advisers~~$272,500 ~~are~~from ~~eligible to receive options under~~ the ~~2008~~net ~~Plan,~~sale ~~except~~of ~~that~~our ~~such~~common ~~persons~~shares ~~may~~and ~~only receive non-qualified options. Additionally~~$79,613 ~~options~~in ~~granted~~net toproceeds ~~non~~from Udebt.~~S. residents may also only receive non-qualified options.~~

~~Exercise of Stock Option~~7

~~The~~Material ~~exercise price per share for each option granted under the 2008 Plan shall be determined by the Board of Directors or the Committee.~~ Commitments

~~Subject~~On toAugust ~~earlier~~16, ~~termination~~2011, ~~upon~~we ~~termination~~executed ofan ~~employment~~amended ~~and~~Joint ~~the~~Venture ~~incentive~~Agreement ~~stock~~that ~~option~~was ~~limitations~~entered asinto ~~provided~~on inJune 22, 2011 with a California limited liability company whereby both companies will create a joint venture Nevada limited liability company. Pursuant to the ~~2008~~terms ~~Plan~~of the agreement, ~~each~~we ~~option~~will ~~shall~~contribute ~~expire~~$500,000 onand ~~the~~10-year ~~date~~warrants ~~specified~~to bypurchase ~~the~~5,000,000 ~~Board~~shares of ~~Directors~~our orcompany’s common stock in exchange for 50% ownership of the ~~Committee~~joint venture.

~~The~~Seasonal options will either be fully exercisable on the date of grant or shall be exercisable thereafter in such installments as the Board of Directors or Committee may specify. Upon termination of employment or otherAspects

-Management 9is -not currently aware of any seasonal aspects which would affect the results of our operations during any particular time of year.

~~service~~Off ofBalance anSheet ~~option~~Arrangements ~~holder,~~We anhave ~~option~~no ~~may~~off ~~only~~balance besheet ~~exercised for a period of three months or, in the case of termination due to disability or death, a period of 12 months~~arrangements.

~~Transferability~~Item 7A. Quantitative and Qualitative Disclosures About Market Risk

~~Options~~A ~~granted~~smaller ~~under~~reporting ~~the~~company ~~2008~~is ~~Plan may~~ not berequired ~~transferred~~to ~~except~~provide ~~by will or~~ the ~~laws~~information ofrequired ~~the descent and distribution and, during his or her lifetime, options may be exercised only~~ by ~~the~~this ~~optionee~~Item.

~~Certain~~Item ~~Adjustments~~8. Financial Statements and Supplementary Data

InSee the ~~event~~financial ofstatements ~~any~~annexed change in the number or kind of our outstanding common shares by reason of a stock dividend, stock split, recapitalization, combination, subdivision, rights issuance or other similar corporate change, the Board shall make such adjustment in the number of common shares that may be issued under the 2008 Plan, and the number of common shares subject to, ~~and~~this ~~the~~annual ~~exercise price of, each then outstanding option, as it, in its sole discretion, deems appropriate~~report.

~~Amendment~~Item or9. ~~Discontinuance~~Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

The Board may amend or discontinue the 2008 Plan, provided that no amendment may, without an optionee’s consent, materially and adversely affect any rights under any option previously granted to the optionee under the 2008 Plan. None

~~Our~~Item ~~current~~9A. ~~issued~~Controls and ~~outstanding shares could be sold at the appropriate time pursuant to Rule 144 of the Securities Act.~~Procedures

AsDisclosure ofControls ~~May~~and ~~31, 2010, there were no options yet granted under this Plan.~~Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities ~~Authorized~~Exchange ~~For~~Act ~~Issuance~~of ~~Under~~1934 ~~Equity~~(the ~~Compensation~~“Exchange ~~Plans~~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 procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and treasurer, as appropriate to allow timely decisions regarding required disclosure.

~~The~~As ~~Company~~required ~~did~~by ~~not~~Rules ~~have~~13a-15 and 15d-15 under the Exchange Act, our chief executive and financial officer carried out an ~~equity~~evaluation ~~compensation~~of ~~plan~~the ineffectiveness ~~place~~of the design and operation of our disclosure controls and procedures as of May 31, ~~2010~~2011. Based on his evaluation, he concluded that our disclosure controls and procedures were effective.

~~DIVIDEND~~Management's ~~POLICY~~Annual Report on Internal Control over Financial Reporting.

WeOur ~~have~~internal ~~not~~control ~~declared~~over financial reporting is a process designed by, or ~~paid~~under ~~any~~the ~~cash~~supervision ~~dividends~~of, onour chief executive and financial officer and effected by our ~~common~~board ~~stock~~of ordirectors, management and other ~~securities~~personnel, to provide reasonable assurance regarding the reliability of our financial reporting and dothe ~~not~~preparation ~~anticipate~~of ~~paying~~our ~~any~~financial ~~cash~~statements ~~dividends~~for external purposes in ~~the~~accordance ~~foreseeable~~with ~~future~~generally accepted accounting principles. ~~Any~~Internal ~~future~~control ~~determination~~over tofinancial ~~pay~~reporting ~~cash~~includes ~~dividends~~policies ~~will~~and beprocedures atthat pertain to the ~~discretion~~maintenance of records that in reasonable detail accurately and fairly reflect the ~~Board~~transactions and dispositions of ~~Directors~~our ~~and~~assets; ~~will~~provide bereasonable ~~dependent~~assurance ~~upon~~that transactions are recorded as necessary to permit preparation of our financial ~~condition,~~statements ~~results~~in ofaccordance ~~operations,~~with ~~capital~~generally ~~requirements~~accepted accounting principles, and ~~such~~that ~~other~~our ~~factors~~receipts asand expenditures are being made only in accordance with the ~~Board~~authorization of ~~Directors~~our ~~deem~~board ~~relevant~~of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

~~Recent Sales of Unregistered Securities~~8

~~Except~~Under asthe ~~reported~~supervision inand ~~previous~~with ~~filings~~the participation of our management, including our chief executive and financial officer, we ~~did~~conducted ~~not~~an ~~sell~~evaluation ~~any~~of ~~securities~~the effectiveness of our internal control over financial reporting based on the criteria established in ~~transactions~~Internal ~~which~~Control ~~were~~– ~~not~~Integrated ~~registered~~Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation under the ~~Securities~~criteria ~~Act~~established in ~~the~~Internal ~~fiscal~~Control ~~year~~– ~~ended~~Integrated Framework, our management concluded that our internal control over financial reporting was effective as of May 31, ~~2010~~2011.

~~Subsequent~~This toAnnual ~~May~~Report ~~31,~~on ~~2010,~~Form ~~the~~10-K ~~Company~~does ~~settled~~not $include ~~118,671~~an ofattestation ~~debt~~report ~~incurred as~~ of ~~May~~our ~~31,~~registered ~~2010~~public onaccounting ~~shareholder~~firm ~~and~~regarding ~~consultant~~internal ~~loans~~control ~~and~~over ~~related~~financial ~~accrued~~reporting. ~~interest~~Management’s byreport ~~issuance~~was ofnot ~~11,867,100~~subject ~~restricted~~to ~~common~~attestation ~~shares~~by onour ~~June~~registered ~~28,~~public ~~2010,~~accounting offirm ~~which~~pursuant ~~5,755,800 was issued~~ to ~~Multi~~temporary ~~Media~~rules ~~Capital~~of ~~Corp.~~the ~~(“Multi~~Securities ~~Media”)~~ and ~~6,111,300~~Exchange ~~was~~Commission ~~issued~~that topermit ~~Zhunger~~us ~~Capital~~to ~~Partners~~provide ~~Inc.~~only ~~(“Zhunger~~management’s ~~Capital”),~~report atin athis ~~price~~Annual ofReport ~~$0.01~~on ~~per~~Form ~~share~~10-K.

AsChanges ~~a result, there has been a change~~ in ~~control~~Internal ofControl ~~the~~Over ~~Company.~~Financial ~~As of **DATE*, there are 11,985,400 shares of common stock issued and outstanding~~Reporting. Thus, the acquisition by Multi Media and Zhunger Capital of the 5,755,800 and 6,111,300 shares of common stock represents an equity interest of approximately 48% and 51% in the Company, respectively. There are no arrangements or understandings between the Company and Multi Media and Zhunger Capital and their respective agents and associates with respect to election of directors or other matters.

~~The~~During ~~offer and sale of~~ the ~~shares~~most ~~were~~recently ~~exempt~~completed ~~from~~fiscal ~~registration pursuant to section 4(2) of the Securities Act~~quarter, ~~Rule~~there ~~701~~has ~~and~~been ~~Rule~~no ~~506~~change ofin ~~Regulation~~our Dinternal ~~promulgated~~control ~~there~~over ~~under.~~financial ~~The~~reporting ~~Company’s~~that ~~limited~~has ~~the~~materially ~~manner~~affected ofor ~~the~~is ~~offering~~reasonably ~~and~~likely ~~provided~~to ~~disclosure~~materially ~~regarding~~affect, ~~the~~our ~~offering~~internal ~~and~~control ~~the~~over ~~Company~~financial ~~to the shareholders~~reporting. ~~The Company~~

-Item 109B. Other -Information

~~believes that these sales were also exempt under Regulation S under the Securities Act, as such sales were made in offshore transactions to non-U~~None.~~S. persons.~~

~~DESCRIPTION~~PART ~~OF SECURITIES~~III

AsItem ~~of September 13~~10. Directors, ~~2010,~~Executive ~~our~~Officers ~~total~~and ~~authorized~~Corporate ~~capital is 200,000,000 common shares with a par value of $0.001 per share.~~Governance

~~Effective~~Set ~~June~~forth ~~28,~~below ~~2010,~~is weinformation ~~filed a notice~~ with ~~the~~respect ~~Secretary of State for Nevada, pursuant~~ to ~~NRS~~our ~~78.385~~executive ~~and 78.390 of the Nevada Statutes, increasing the Company’s authorized share capital from 15,000,000 to 200,000,000 shares..~~officers;

The increase in authorized share capital was approved by majority vote of the Company’s shareholders..

Name	Age	Position Held with the Company	Held Since

John Samuel Porter	__	Chief Executive and Financial Officer	2011

~~All~~For ofother ~~our~~information ~~authorized~~required ~~shares~~by ~~are~~this ofitem, see the ~~same~~sections ~~class~~entitled ~~and,~~“Election ~~once~~of ~~issued~~Directors,” ~~rank~~“Corporate ~~equally~~Governance,” as“Board toof ~~dividends,~~Directors ~~voting~~and ~~powers,~~Committees” and ~~participation~~“Security inOwnership ~~assets. Holders~~ of ~~shares~~Certain ~~are~~Beneficial ~~entitled~~Owners toand ~~one~~Management—Section ~~vote~~16(a) ~~for~~Beneficial ~~each~~Ownership ~~share~~Reporting ~~held~~Compliance” ofin ~~record~~our ondefinitive ~~all~~Information ~~matters~~Statement to be ~~acted~~filed ~~upon~~with by the ~~shareholders.~~Securities ~~Holders~~and ofExchange ~~shares~~Commission ~~are~~and ~~entitled~~delivered to ~~receive~~shareholders ~~such dividends as may be declared from time to time by the Board of Directors,~~ in ~~its~~connection ~~discretion,~~with ~~out of funds legally available. However,~~ our ~~present~~2011 ~~intention~~Annual isMeeting ~~not to pay any cash dividends to holders~~ of ~~shares but to reinvest earnings~~Shareholders, ifwhich ~~any. In the event of our liquidation, dissolution or winding up the holders of shares~~ are ~~entitled~~incorporated toherein ~~share~~by ~~pro-rata in all assets remaining after payment of liabilities~~reference.

~~Our~~Item ~~shares have no pre-emptive, conversion or other subscription rights~~11. ~~There~~Executive ~~are no redemption or sinking fund provisions applicable to the shares.~~Compensation

~~Our~~For ~~articles~~information ~~and~~with ~~by-laws~~respect doto ~~not~~executive ~~contain~~compensation, ~~any~~see ~~provisions~~the ~~that~~section ~~would~~entitled ~~delay,~~“Executive ~~defer~~Compensation” orin ~~prevent~~ our ~~change~~definitive Information Statement to be filed with the Securities and Exchange Commission and delivered to shareholders in ~~control~~connection with our 2011 Annual Meeting of Shareholders, which is incorporated herein by reference.

~~Dividend~~Item ~~Policy:~~12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

WeFor ~~currently~~information ~~intend~~with respect to ~~retain~~the ~~future~~security ~~earnings,~~ownership ifof ~~any, to finance~~ the ~~expansion~~Directors ofand ~~our~~Executive ~~business.~~Officers, Assee athe ~~result,~~section weentitled do“Security ~~not~~Ownership ~~anticipate~~of ~~paying~~Certain ~~any~~Beneficial ~~cash~~Owners ~~dividends~~and Management” in ~~the~~our ~~foreseeable~~definitive ~~future.~~Information ~~Should~~Statement weto ~~declare~~be afiled ~~dividend~~with in the ~~future,~~Securities ~~such~~and ~~dividend~~Exchange ~~will~~Commission beand ~~paid~~delivered to shareholders onin aconnection ~~pro~~with ~~rata~~our ~~basis~~2011 inAnnual ~~accordance~~Meeting ~~with~~of ~~their~~Shareholders, ~~shareholdings~~which atis ~~such~~incorporated ~~time.~~herein by reference.

~~Share Purchase Warrants:~~9

OnItem ~~September~~13. 1,Certain ~~2008,~~Relationships weand ~~carried~~Related ~~out a private placement offering of units~~Transactions, ~~with each unit consisting of one share of common stock~~ and ~~one~~Director ~~share purchase warrant. Subscriptions totaling $290,000 were received from four investors for a total of 5,800 stock units at $50.00 per unit, as adjusted for the 200 for 1 share consolidation.~~Independence

~~Each~~For ~~warrant~~information ~~entitles~~with ~~the~~respect ~~subscriber~~ to ~~purchase~~certain ~~one~~relationships ~~additional~~and ~~common~~related ~~share~~transactions ~~for~~and adirector ~~period~~independence, see the sections entitled “Corporate Governance” and “Board of 24Directors ~~months~~and ~~from~~Committees” in our definitive Information Statement to be filed with the ~~date~~Securities ofand ~~issuance,~~Exchange atCommission anand ~~exercise~~delivered ~~price~~to ofshareholders ~~U.S.~~in ~~$100.00~~connection ~~per~~with ~~warrant,~~our as2011 ~~adjusted~~Annual ~~for~~Meeting ~~the~~of ~~200~~Shareholders, ~~for~~which 1are ~~share~~incorporated ~~consolidation~~herein by reference.

~~Options:~~Item 14. Principal Accounting Fees and Services

AsFor ofinformation ~~May~~with ~~31,~~respect ~~2010~~to principal accounting fees and services, ~~there~~see ~~were~~the nosection ~~options~~entitled ~~yet~~“Principal ~~granted~~Accounting ~~under~~Fees and Services” in our definitive Information Statement to be filed with the ~~2008~~Securities ~~Stock~~and ~~Option~~Exchange ~~Plan~~Commission and delivered to shareholders in connection with our 2011 Annual Meeting of Shareholders, which is incorporated herein by reference.

~~Changes~~PART ~~in Control:~~IV

~~Our~~Item ~~common and preferred shares have no pre-emptive~~15. Exhibits, ~~conversion~~Financial orStatement ~~other subscription rights. There are no redemption or sinking fund provisions applicable to the shares.~~Schedules

~~Our~~See ~~articles~~Exhibit ~~and~~Index ~~by-laws do not contain any provisions that would delay, defer or prevent our change in control~~below.

~~- 11 -~~SIGNATURES

~~Item~~In 6.accordance ~~SELECTED~~with ~~CONSOLIDATED~~Section ~~FINANCIAL~~13 ~~DATA~~or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Not applicable.

	CYBERMESH INTERNATIONAL CORP.

	By:
		/s/ John Samuel Porter
		John Samuel Porter
		Chief Executive and Financial Officer
		(Principal Executive, Financial and Accounting Officer)
		September ___, 2011

~~ITEM~~In 7.accordance ~~MANAGEMENT’S~~with ~~DISCUSSION~~Section ~~AND~~13 ~~ANALYSIS~~or OF15(d) ~~FINANCIAL~~of ~~CONDITION~~the ~~AND~~Exchange ~~RESULTS~~Act, OFthis ~~OPERATIONS~~report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

~~Cautionary~~By: ~~Notice~~/s/ ~~Regarding~~John ~~Forward~~Samuel ~~Looking~~Porter ~~Statements~~John Samuel Porter Director September ___, 2011

We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.10

~~Readers~~EXHIBIT should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in our next Annual Report on form 10-K and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.INDEX

OVERVIEW.

Exhibit Number		Description

21.1		Subsidiaries
31.1		Certification of Chief Executive and Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive and Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

~~Critical~~Index ~~Accounting~~to ~~Estimates~~Financial Statements

~~The~~Audited ~~preparation~~Financial of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The application of GAAP involves the exercise of varying degrees of judgment. The resulting accounting estimates will not always precisely equal the related actual results. Management considers an accounting estimate to be critical ifStatements:

assumptions are required to be made; and

F-1		Report of Independent Registered Public Accounting Firm

F-2		Consolidated Balance Sheets as of May 31, 2011 and 2010

F-3		Consolidated Statements of Operations for years ended May 31, 2011 and 2010

F-4		Consolidated Statement of Stockholders’ Equity (Deficit) for years ended May 31, 2011 and 2010

F-5		Consolidated Statements of Cash Flows for years ended May 31, 2011 and 2010

F-6		Notes to Consolidated Financial Statements

~~changes~~Cybermesh inInternational ~~estimates could have a material effect on our financial statements~~Corp. and Subsidiary

We(A ~~have~~Development ~~determined~~Stage ~~that the measurement of impairment expense and the calculation of the fair value of equity securities issued for services meet those criteria of a significant estimate.~~Company)

-Consolidated 12Financial -Statements

~~Management’s~~May ~~Discussion~~31, ~~and~~2011 ~~Analysis of Financial Condition~~ and ~~Results of Operation~~2010

~~The following is an analysis of our revenues and gross profit, details and analysis of components of expenses, and variances from May 31, 2010 to May 31, 2009.~~CONTENTS

Sales

		Page(s)

Report of Independent Registered Public Accounting Firm		F-1

Consolidated Balance Sheets – May 31, 2011 and 2010		F-3

Consolidated Statements of Operations – Years Ended May 31, 2011 and 2010, and from August 27, 2008 through May 31, 2011		F-4

Consolidated Statements of Changes in Stockholders’ Deficit – Period from August 27, 2008 through May 31, 2011		F-5

Consolidated Statements of Cash Flows – Years Ended May 31, 2011 and 2010, and from August 27, 2008 (Inception) through May 31, 2011		F-6

Notes to Consolidated Financial Statements		F-7 - F-14

WeCONSENT ~~did~~OF ~~not~~INDEPENDENT ~~generate~~CERTIFIED ~~any~~PUBLIC ~~revenues during the year ended May 31, 2010 and 2009.~~ACCOUNTANT

~~Expenses~~As independent Certified Public Accountants, we hereby consent to the inclusion of our audit report concerning the financial statements of Cybermesh International Corp. for the year ended May 31, 2010 in a filing of that company on Form 10-K.

~~For~~________________________________________ ~~the~~Jeffrey ~~year~~& ~~ended May 31~~Company, ~~2010~~Certified ~~and~~Public ~~2009, our administrative expenses totaled $ 43,888 and $362,333 respectively, as follows:~~Accountants

		2010		2009
Consulting	$	25,000	$	52,000
Legal & Accounting		16,967		40,102
Research and development		-		259,032
Bad debt		-		3,500
Transfer agent fees		1,345		3,249
Office and miscellaneous		576		4,450
Total administrative expenses	$	43,888	$	362,333

Wayne, New Jersey 07470

~~2009~~September 13, 2011

In 2009, we incurred $259,032 in research and development costs relating to the Service Agreement, which agreement was terminated during the year due to additional costs incurred and complexities encountered, resulting in impairment charge of $100,000. We have put our Acquired Technologies in abeyance as the technical consulting team in charge of developing the technologies has abandoned the development of the technologies without notice, effectively terminating their relationship with our company. All attempts by us to settle this matter with the consulting team have been futile. We perform a review for potential impairment of longF-lived assets at least annually in order to ensure that recorded amounts are recoverable. As of May 31, 2009, those assets were deemed impaired and written off. We currently do not have any business activity.1

~~Legal~~REPORT ~~and~~OF ~~accounting~~INDEPENDENT ~~fees~~REGISTERED ~~amounted~~PUBLIC toACCOUNTING $ 40,102, of which $ 24,235 in legal fees were incurred in conjunction with the acquisition of subsidiary and the remaining $ 15,367 in accounting fees related to audit fees and accounting fees incurred for the preparation of records each quarter.FIRM

~~Bad~~To ~~debt expense consists of~~ the ~~reversal~~Board of ~~$3,500~~Directors of ~~interest income which had accrued on the $100,000 advance, which was cancelled as per the Debt Settlement Agreement.~~:

~~2010~~Cybermesh International Corp. and Subsidiary

~~Legal~~We ~~and~~have ~~accounting~~audited ~~fees~~the ~~amounted~~accompanying toconsolidated $balance ~~16,967~~sheet of ~~which~~Cybermesh ~~legal~~International ~~fees~~Corp. and Subsidiary (a development stage company), as of $May 431,~~267~~ ~~were~~2011, ~~incurred~~and ~~relating~~the torelated ~~preparation~~consolidated statements of ~~various agreements~~operations, stockholders’ deficit and cash flows for the ~~remaining~~year $then ~~12,600~~ended. These ~~accounting~~financial ~~fees~~statements ~~related~~are the responsibility of the Company's management. Our responsibility is to ~~audit~~express ~~fees~~an ~~for~~opinion ~~the~~on ~~fiscal~~these ~~year~~financial ~~end~~statements ~~and~~based ~~accounting~~on ~~fees~~our ~~incurred~~audit. ~~for~~The ~~preparation~~financial statements of ~~records~~Cybermesh International Corp. and Subsidiary as of ~~each~~May ~~quarter~~31, 2010 and from August 27, 2008 to May 31, 2010 were audited by other auditors; whose report dated September 13, 2010 expressed an unqualified opinion on those financial statements.

~~Consulting~~We ~~fees~~conducted our audit in accordance with the ~~amount~~standards of $the ~~25,000~~Public ~~were~~Company ~~incurred~~Accounting ~~for~~Oversight ~~EDGAR~~Board ~~filing~~(United ~~fees~~States). Those standards require that we plan and ~~preparation~~perform the audit to obtain reasonable assurance about whether the financial statements are free of ~~various~~material ~~SEC~~misstatement. The Company is not required ~~filings~~to have, ~~and~~nor awere ~~further~~we $engaged 1to perform,~~345~~ ~~were~~an ~~incurred~~audit ~~for~~of ~~transfer~~its ~~agent~~internal ~~fees~~control over financial reporting. Our ~~The~~audit ~~remaining~~included ~~balance~~considerations of $internal ~~576~~control ~~consists~~over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of ~~bank~~expressing ~~charges~~an ~~and~~opinion ~~office~~on ~~expenses~~the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such asopinion. An ~~rent~~audit includes examining, on a test basis, evidence supporting the amounts and ~~office~~disclosures ~~supplies~~in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

~~Other~~In ~~Expenses~~our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cybermesh International Corp. and Subsidiary as of May 31, 2011 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

~~Interest~~The ~~expense~~accompanying ~~relates~~financial ~~largely~~statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to ~~financing~~the ~~required~~financial statements, the Company has a net loss of $55,470 and net cash used in operations of $10,935 for the ~~purchase~~year ended May 31, 2011; and has a working capital and stockholders’ deficit of ~~Acquired~~$25,414 ~~Technologies~~at May 31, ~~prior~~2011. toThese ~~the~~factors ~~Settlement~~raise ~~Agreement”~~substantial ~~referred~~doubt about the Company’s ability to incontinue ~~Item~~as ~~1-Description~~a ofgoing ~~Business~~concern. Management’s ~~and~~plan in regards to these matters is ~~virtually~~also ~~unchanged~~described ~~between~~in ~~the~~Note 3.

-Berman 13& -Company, P.A.

~~years~~Boca ~~ended May 31~~Raton, ~~2010 and May 31, 2009. The amount for the year ended May 31, 2010 was $ 11,388 compared to $10,209 for the year ended May 31, 2009.~~Florida

~~Current~~September ~~trends~~13, ~~in the industry~~2011

~~We are not aware of current trends in the industry which will affect our operations.~~F-2

Liquidity and Capital Resources Working Capital Needs:

Cybermesh International Corp. and Subsidiary
(A Development Stage Company)
Consolidated Balance Sheets

Assets

	May 31, 2011			May 31, 2010
Current Assets
Cash	$	-		$	3,935
Total Current Assets		-			3,935

Total Assets	$	-		$	3,935

Liabilities and Stockholders’ Deficit

Current Liabilities
Accounts payable and accrued liabilities	$	24,297		$	87,775
Convertible debt - net		1,117			-
Debt		-			187,613
Total Current Liabilities		25,414			275,388

Stockholders’ Deficit
Common stock ($0.001 par value, 200,000,000 shares
authorized; 21,985,400 and 118,300 shares issued and outstanding)		21,985			118
Additional paid in capital		565,168			285,526
Deficit accumulated during the development stage		(583,288	)		(527,818	)
Deficit accumulated prior to the development stage		(29,279	)		(29,279	)
Total Stockholders’ Deficit		(25,414	)		(271,453	)

Total Liabilities and Stockholders’ Deficit	$	-		$	3,935

AsSee ofaccompanying ~~May~~notes ~~31, 2010, we had a negative working capital of $ 271,453. Over the next 12 months, we will require approximately $ 186,000~~ to ~~sustain~~consolidated ~~our~~financial ~~working capital needs as follows:~~statements

Settlement of current liabilities	$ 175,000
Legal and Accounting	5,000
Miscellaneous administrative and office expenses	1,000
Total	$ 186,000

F-3

Please note that as mentioned above in “Recent Sales of Unregistered Securities”, $ 118,671 of our current liabilities consisting of shareholder and consultant loans and related interest were settled by issuance of 11,867,100 common shares at $ 0.01.

Cybermesh International Corp. and Subsidiary
(A Development Stage Company)
Consolidated Statements of Operations


	For the Years Ended May 31,						August 27, 2008 to
	2011			2010			May 31, 2011

General and administrative expenses	$	54,286		$	43,888		$	560,507

Interest expense		1,184			11,388			22,781

Net loss	$	(55,470	)	$	(55,276	)	$	(583,288	)

Net loss per common share - basic and diluted	$	(0.00	)	$	(0.47	)	$	(0.11	)

Weighted average number of common shares outstanding
during the period - basic and diluted		14,691,485			118,300			5,387,345

~~Sources~~See ofaccompanying ~~Capital:~~notes to consolidated financial statements

Our only source of funding is shareholder loans. Shareholder loans will be without stated terms of repayment, with interest at the rate of 6% per annum. We have no formal agreement that ensures that we will receive such loans. We may exhaust this source of funding at any time. We are not considering taking on any longF-~~term or short-term debt from financial institutions in the immediate future.~~ 4

Cash Flows Operating Activities:

Cybermesh International Corp. and Subsidiary
Consolidated Statements of Changes in Stockholders' Deficit
For the Years Ended May 31, 2011 and 2010 and from August 27, 2008 (inception) to May 31, 2011

								Deficit			Deficit			Total
	Common Stock, $0.001 Par Value				Additional			Accumulated During			Accumulated Prior to			Stockholders'
	Shares		Amount		Paid in Capital			the Development Stage			the Development Stage			Deficit

Balance - August 27, 2008		112,500		112		13,032						(29,279	)		(16,135	)

Issuance of common stock and warrants for cash ($0.10/share)		5,800		6		289,994			-						290,000

Cash paid as direct offering cost		-		-		(17,500	)		-						(17,500	)
															-
Net loss for the year ended May 31, 2009		-		-		-			(472,542	)		-			(472,542	)

Balance - May 31, 2009		118,300		118		285,526			(472,542	)		(29,279	)		(216,177	)

Net loss for the year ended May 31, 2010		-		-		-			(55,276	)		-			(55,276	)

Balance - May 31, 2010		118,300		118		285,526			(527,818	)		(29,279	)		(271,453	)

Issuance of common stock for settlement of debt ($0.01/share)		11,867,100		11,867		106,804			-			-			118,671

Issuance of common stock for settlement of convertible debt ($0.01/share)		10,000,000		10,000		90,000			-			-			100,000

Debt discount - beneficial conversion feature		-		-		7,000			-			-			7,000

Debt forgiveness - related party		-		-		75,838			-			-			75,838

Net loss for the year ended May 31, 2011		-		-		-			(55,470	)		-			(55,470	)

Balance - May 31, 2011		21,985,400	$	21,985	$	565,168		$	(583,288	)	$	(29,279	)	$	(25,414	)

~~Net~~See ~~cash~~accompanying ~~consumed~~notes byto ~~operating~~consolidated ~~activities~~financial ~~were $ 4,686 and $ 336,845 in fiscal year end 2010 and 2009, respectively.~~statements

In 2009, the $100,000 value of the Acquired Technologies obtained as part of Debt Settlement Agreement on August 28, 2008 was deemed impaired as of May 31, 2009 and written off. Interest of $3,500 was forgiven, which had previously accrued on the $100,000 advance. Deposits of $1,500 consist of legal retainer of which was expensed in 2010. Our accrued liabilities increased as a result of professional fees accrued for legal and accounting fees. Accrued interest relates to the $100,000 note payable and loans from a consultant and shareholders. F-5

Financing Activities:

Cybermesh International Corp. and Subsidiary
(A Development Stage Company)
Consolidated Statements of Cash Flows

	For the Years Ended May 31,						August 27, 2008 (inception) to
	2011			2010			May 31, 2011

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(55,470	)	$	(55,276	)	$	(583,288	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		1,117			-			1,117
Interest forgiven under debt settlement		-			-			3,500
Impairment expense		-			-			100,000
Increase/(Decrease) in:
Accounts payable and accrued liabilities		43,418			50,590			126,205
Net Cash Used In Operating Activities		(10,935	)		(4,686	)		(352,466	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of stock and warrants, net		-			-			272,500
Proceeds from convertible debt		7,000			-			7,000
Proceeds from debt		-			4,638			127,835
Repayment of debt		-			-			(55,222	)
Net Cash Provided By Financing Activities		7,000			4,638			352,113

Net Decrease in Cash		(3,935	)		(48	)		(353	)

Cash - Beginning of Period		3,935			3,983			353

Cash - End of Period	$	-		$	3,935		$	-

Supplemental Disclosure of Cash Flow Information
Cash Paid During the Period for:
Income Taxes	$	-		$	-		$	-
Interest	$	-		$	-		$	-

Supplemental Disclosure of Non Cash Investing and Financing Activities:

Debt discount - beneficial conversion feature	$	7,000		$	-		$	7,000
Debt forgiveness	$	75,838		$	-		$	75,838
Issuance of common stock for settlement of debt	$	118,671		$	-		$	118,671
Issuance of common stock for settlement of convertible debt	$	100,000		$	-		$	100,000

~~During~~See ~~the~~accompanying ~~year~~notes ~~ended~~to ~~May~~consolidated ~~31,~~financial ~~2010, the Company received loans in the amount of $ 4,638.~~statements

During the year ended May 31, 2009, net cash provided by financing activities was $340,475. We obtained advances from a consultant in the amount of $86,697, of which $30,222 was repaid. The loan was advanced in order to fund our research and development efforts. The loan bears interest of F-6% and there are no stated terms of repayment. We carried out a private placement to raise $290,000 for issuance of 1,160,000 units, with each unit consist of one common share and one share purchase warrant (5,800 units after share split) in order to fund our working capital needs, the majority of which were allocated to research and development. A 6% finders fee

-Cybermesh 14International -Corp. and Subsidiary

~~was~~(A ~~paid~~Development inStage ~~the amount of $17,500, resulting in net proceeds of $272,500. We received $36,500 in new shareholder loans and repaid $25,000 of shareholder loans.~~ Company)

OnNotes December 31, 2007, we signed a promissory note with an investor, granting us $100,000 for the purpose of facilitating the Asset Purchase Agreement with CMS BC. The loan was payable on the earlier of 365 calendar days from the advancement of the loan, 60 days from the consummation of the Agreement, or 30 days from the termination for any reason of the Asset Purchase Agreement. The $100,000 was subsequently loaned to ~~CMS~~Consolidated BCFinancial ~~and upon finalizing the Agreement; this advance was forgiven by us as part of a debt settlement arrangement in consideration of the assets of CMS BC consisting of intellectual properties.~~Statements

~~The~~May ~~promissory note with the investor was convertible to common stock at our option. The conversion rate is $200 per share (post 200 for 1 share consolidation). On September 11~~31, ~~2008,~~2011 ~~the~~and ~~promissory note was assigned to a shareholder. Coincident with the assignment of the note, the conversion privilege was terminated.~~2010

AsNote ~~the~~1 ~~Asset~~Nature ~~Purchase Agreement was terminated July 23, 2008, payment~~ of the promissory note was due from CMS BC on August 22, 2008. On August 28, 2008, we signed a debt settlement agreement with CMS BC wherein the $100,000 debt would be cancelled upon the exchange for products and proprietary technologies developed.Operations

WeCybermesh ~~received~~International, anCorp ~~additional~~(the $“Company”) ~~4,638~~was Incorporated in ~~loans~~the ~~from~~State aof ~~consultant~~Nevada ~~during~~on ~~the~~September ~~2010~~27, ~~year~~2004. The Company is located in Albuquerque NM and intends to engage in Entertainment Distribution and Copyright protection services.

~~Material~~Effective ~~Commitments~~August 2008, the Company completed an acquisition of Omni Research Corporation. The name of the company was subsequently changed to Cybermesh Systems Inc. (“CMS Belize”). CMS Belize is a company incorporated under the laws of Belize in August 2008 and prior to being acquired; it had no prior operating history and no assets, liabilities or equity. CMS Belize is currently inactive. This transaction allowed for the Company to reenter the development stage.

WeOn doJanuary ~~not~~18, ~~have~~2011, ~~any~~in ~~material~~a ~~commitments~~private ~~for~~transaction, ~~capital~~an ~~expenditures~~LLC acquired approximately 99% of the control shares. The change in control shareholder is not treated as a reverse recapitalization.

~~Seasonal~~The ~~Aspects~~Company is currently in the development stage.

~~Management~~The isCompany’s ~~not~~fiscal ~~currently~~year ~~aware~~end ofis ~~any~~May ~~seasonal aspects which would affect the results of our operations during any particular time of year~~31.

~~Off~~Note ~~Balance~~2 ~~Sheet~~Summary ~~Arrangements~~of WeSignificant ~~have~~Accounting ~~no off balance sheet arrangements.~~Policies

~~Item~~Use ~~7A.~~of ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Estimates

~~Market~~The ~~risk~~preparation ~~represents the risk~~ of ~~loss that may impact our~~ financial ~~position,~~statements ~~results of operations or cash flows due to adverse changes~~ in ~~market~~conformity ~~prices,~~with ~~including~~U.S. ~~interest~~generally ~~rate~~accepted ~~risk,~~accounting ~~foreign~~principles ~~currency~~requires ~~exchange~~management ~~rate~~to ~~risk,~~make ~~security~~estimates ~~market risk, commodity price risk,~~ and ~~other~~assumptions ~~relevant~~that ~~market~~affect ~~rate~~the orreported ~~price~~amounts ~~risks.~~of Weassets doand ~~not~~liabilities ~~have~~and ~~any~~disclosure ~~significant~~of ~~risks~~contingent ~~related~~assets toand ~~equity~~liabilities ~~investments,~~at ~~security~~the ~~markets~~date orof ~~derivative~~the financial ~~instruments~~statements asand wethe doreported ~~not~~amounts ~~have~~of ~~equity~~revenues ~~investments~~and inexpenses ~~privately~~during ~~held~~the ~~companies,~~reporting ~~security markets or derivative financial instruments~~period. ~~Nor do we have any significant interest rate risk. We are not exposed to foreign currency exchange rate risk, commodity price risk and credit risk.~~

-Such 15estimates -for the period ended May 31, 2011, and assumptions affect, among others, the following:

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
May 31, 2010 and 2008
	Page
Accountant’s Audit Report	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations and Earnings
Accumulated	F-3
Consolidated Statements of Changes in Stockholders’ Equity	F-4
Consolidated Statements of Cash Flows	F-5
Notes to Consolidated Financial Statements	F-6

●estimated fair value of share-based payments; and

-●estimated 16valuation -allowance for deferred tax assets, due to continuing and expected future losses

~~REPORT~~Making OFestimates ~~INDEPENDENT~~requires ~~REGISTERED~~management ~~PUBLIC~~to ~~ACCOUNTING~~exercise ~~FIRM~~significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

~~To the Board of Directors and Shareholders of Cybermesh International Corp.~~F-7

~~We have audited the accompanying consolidated balance sheets of~~ Cybermesh International Corp. ~~(a development stage company) as of May 31, 2010~~ and 2009, and the related consolidated statements of Income, changes in stockholders’ equity, and cash flows for years ended May 31, 2010 and 2009 and for the period from August 28, 2008 ( the date of inception of development stage) to May 31, 2010.. These consolidated financial statements are the responsibility of the Company management. Our responsibility is to express an opinion on these financial statements based on our audits.Subsidiary

We(A ~~conducted~~Development ~~the~~Stage ~~audits in accordance with the standards of the Public~~ Company ~~Accounting Oversight Board (United States~~). Those standards require that we plan and perform the audits 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. We believe that our audits provide a reasonable basis for our opinion.

InNotes ~~our opinion, the financial statements referred~~ to ~~above~~Consolidated ~~present~~Financial fairly, in all material respects, the consolidated financial positions of Cybermesh International Corp. (a development stage company) as of May 31, 2010 and 2009, and the results of its operations and cash flows for the years end May 31, 2010 and 2009 and for the period from August 28, 2008 to May 31, 2010 in conformity with U.S. generally accepted accounting principles.Statements

~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, at~~ May 31, ~~2010,~~2011 ~~the Company had an accumulated deficit of $ 557,097, a deficit in working capital of $ 271,453~~ and a history of continuing losses. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts or classification of liabilities that might be necessary should the Company be unable to continue in operation.2010

~~/s/~~ Risks ~~Jeffrey~~and ~~& Company, Certified Public Accountants~~Uncertainties

~~September~~The ~~13,~~Company's ~~2010~~operations ~~Wayne~~are subject to risk and uncertainties including financial, ~~New~~operational, ~~Jersey~~regulatory and other risks including the potential risk of business failure.

~~-F1-~~Beneficial Conversion Feature

-For 17convertible -debt issued in 2011, the convertible feature (See Note 5) indicated a rate of conversion that was below market value. As a result, the Company recorded a "beneficial conversion feature" ("BCF") and related debt. discount.

CYBERMESH INTERNATIONAL CORP.
( A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
	May 31, 2010	May 31, 2009
ASSETS
Current Assets:
Cash	$ 3,935	$ 3,983
Total current assets	3,935	3,983
Other Assets:
Deposit	-	1,500
Total other assets	-	1,500
Total Assets	$ 3,935	$ 5,483
LIABILITIES AND SHAREHOLDER’S DEFICIENCY
Current Liabilities:
Accrued liabilities	$ 65,000	$ 27,300
Advances from shareholders	26,500	26,500
Accrued interest payable	22,775	11,385
Advances from consultant	61,113	56,475
Shareholder note payable	100,000	100,000
Total current liabilities	275,388	221,660
Shareholders’ Deficiency:
Common stock: authorized 15,000,000 shares of $0.001 par	118	118
value; issued and outstanding, 118,300 shares
Capital in excess of par	227,526	227,526
Paid in capital – Warrants	58,000	58,000
Deficit accumulated during development stage	(527,818)	(472,542)
Deficit accumulated prior to development stage	(29,279)	(29,279)
Total shareholder’s deficiency	(271,453),	(216,177)
Total Liabilities and Shareholder’s Deficiency	$ 3,935	$ 5,483
These accompanying notes are an integral part of these financial statements.
-F2-

When the Company records a BCF, the relative fair value of the BCF would be recorded as a debt discount from the face amount of the respective debt instrument. The discount would be amortized to interest expense over the life of the debt. At each commitment date during 2011, the convertible debt instruments had an effective conversion rate per share in excess of the market price per share.

-Debt ~~18 -~~Discount

CYBERMESH INTERNATIONAL CORP.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MAY 31, 2010 AND 2009
			August 27, 2008
			(Date of
			Inception of
			Development
			Stage) to May
	2010	2009	31, 2010
Revenue	$ -	$ -	$ -
		-
Cost of Goods Sold	-	-	-
Gross Profit	-	-	-
Expenses:
Administrative expenses	43,888	362,333	406,221
Impairment cost	-	100,000	100,000
Total expenses	43,888	462,333	506,221
Operating loss	(43,888)	(462,333)	(506,221)
Other expense
Interest expense	(11,388)	(10,209)	(21,597)
Total other income (expense)	(11,388)	(10,209)	(21,973)
Loss before taxes	(55,276)	(472,542)	(527,818)
Provision for income taxes	-	-	-
Net loss	$ (55,276)	$ (472,542)	$ (527,818)
Loss Per Share -
Basic and Diluted	$ (0.47)	$ (4.04)
Weighted average number of shares	118,300	116,850
outstanding
These accompanying notes are an integral part of these financial statements.

These items are amortized over the life of the debt to interest expense. If a conversion, extinguishment or repayment of the underlying debt occurs, a proportionate share of these amounts is expensed.

~~-F3-~~Fair Value of Financial Instruments

-Fair 19value -is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

CYBERMESH INTERNATIONAL CORP.
( A Development Stage Company)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY
FOR THE YEARS ENDED MAY 31, 2010 AND 2009
	Common Stock		Capital in
			Excess of	Paid in
	Shares	Amount	Par Value	Capital –	Accumulated	Total
				Warrants	Deficit
Balance, May 31, 2008	112,500	$ 112	$13,032	$ -	$ (29,279)	$ (16,135)
Issuance of stock units	5,800	6	231,994	58,000	-	290,000
Payment of finders fee	-	-	(17,500)	-	-	(17,500)
Net loss for period	-	-	-	-	(472,542)	(472,542)
Balance, May 31, 2009	118,300	118	227,526	58,000	(501,821)	(216,177)
Net loss for period	-	-	-	-	(55,276)	(55,276)
Balance, May 31, 2010	118,300	$ 118	$227,526	$ 58,000	$ (557,097)	$ (271,453)

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:

~~These~~● ~~accompanying~~Level ~~notes~~1 ~~are~~– anquoted ~~integral~~market ~~part~~prices ofin ~~these~~active ~~financial~~markets ~~statements~~for identical assets or liabilities.

● Level 2 -~~F4-~~ inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

-● 20Level -3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

CYBERMESH INTERNATIONAL CORP.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MAY 31, 2010 AND 2009
			August 27, 2008
			(Date of Inception
			of
			Development
			Stage) to May 31,
	2010	2009	2010
CASH FLOWS FROM OPERATIONS:
Net loss	$ (55,276)	$ (472,542)	$ (527,818)
Reconciliation of net loss to net cash consumed by operating
activities:
Charges not requiring the outlay of cash:
Interest forgiven under debt settlement	-	3,500	3,500
Impairment expense	-	100,000	100,000
Changes in assets and liabilities:
Decrease (increase) in deposits	1,500	(1,500)	-
Increase in accrued liabilities	37,700	25,300	63,000
Increase in interest payable	11,390	8,397	19,787
Net Cash Consumed by Operating Activities	(4,686)	(336,845)	(341,531)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from consultant	4,638	86,697	91,335
Repayments to consultant	-	(30,222)	(30,222)
Net proceeds from sale of stock units	-	272,500	272,500
Proceeds from shareholder advances	-	36,500	36,500
Repayments of shareholder advances	-	(25,000)	(25,000)
Net Cash Provided by Financing Activities	4,638	340,475	345,113
Net increase (decrease) in cash	(48)	3,630	3,582
Cash balance, beginning of period	3,983	353	353
Cash balance, end of period	$ 3,935	$ 3,983	$ 3,935
These accompanying notes are an integral part of these financial statements.
-F5-

The Company's financial instruments generally approximate their fair values as of May 31, 2011 and 2010 due to the short-term nature of these instruments.

Share-based ~~21 -~~payments

~~CYBERMESH~~Generally, ~~INTERNATIONAL~~all ~~CORP~~forms of share-based payments, including stock option grants, warrants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest. Share-based (Acompensation ~~Development~~awards ~~Stage~~issued ~~Company) NOTES~~to TOnon-employees ~~CONSOLIDATED~~for ~~FINANCIAL~~services ~~STATEMENTS~~rendered ~~MAY~~are 31recorded at either the fair value of the services rendered or the fair value of the share-based payment, ~~2010~~whichever is more readily determinable.

1.Earnings ~~ORGANIZATION~~per ~~AND BUSINESS Organization of Company~~share

~~The~~Basic ~~Company~~earnings ~~was~~(loss) ~~incorporated~~per inshare ~~the~~is ~~State~~computed ofby ~~Nevada~~dividing onnet ~~September~~income ~~27,~~(loss) ~~2004~~by asweighted ~~“Asia~~average ~~Projects~~number ~~Corporation”,~~of ~~for~~shares ~~the~~of ~~purpose~~common ofstock ~~distributing~~outstanding ~~health~~during ~~supplements~~each ~~worldwide~~period. Diluted Onearnings ~~May~~(loss) 9,per ~~2006~~share ~~the~~is ~~Company~~computed ~~changed~~by ~~its~~dividing ~~name~~net toincome ~~“Smokers~~(loss) ~~Lozenge~~by ~~Inc.”.~~the Itweighted ~~commenced~~average ~~operations~~number onof ~~September~~shares 30of common stock, ~~2005~~common stock equivalents and potentially dilutive securities outstanding during the period. The Company has the following dilutive securities:

On February 28, 2008, the Company executed an asset purchase agreement (the “Agreement”), with Cyber Mesh Systems, Inc. (“CMS BC”), under which the Company would acquire all the assets of CMS BC in return for 22,500,000 pre split shares (112,500 post split share) of Company common stock and the forgiveness of $100,000 of debt owed to the Company by CMS BC. CMS BC is incorporated in the Canadian province of British Columbia. It is an internetF-based research and development company. Shares to be used to close this acquisition were issued on February 29, 2008 and deposited with an escrow agent pending the closing. The closing was to take place on May 31, 2008.8

~~Pursuant~~Cybermesh toInternational ~~the~~Corp. ~~terms of the Agreement, 22,500,000 pre split shares (112,500 post split share) were issued~~ and ~~held in escrow on February 28, 2008, pending the closing date when these shares were to be issued to respective shareholders. The Agreement was subsequently terminated on July 23, 2008.~~Subsidiary

On(A ~~April~~Development 3,Stage ~~2008, the~~ Company merged with a subsidiary, Cybermesh International Corp, a Nevada company with no prior operating history and with no assets, liabilities or equity. As a result, the Company changed its name to Cybermesh International Corp. (“CMI Nevada”) ~~to better reflect the proposed future direction and business of the company.~~

~~The~~Notes terms of the Agreement were subsequently renegotiated and, on August 27, 2008, an agreement was executed with CMS BC under which the Company would acquire all of the assets of CMS BC consisting of various technologies in return for $100,000 of advances which the Company had made to ~~CMS~~Consolidated ~~BC.~~Financial ~~Title to these assets, which consist principally of computer based intellectual property, was assigned to CMS Belize, the Company’s wholly owned subsidiary.~~Statements

The Company has put its acquired technologies in abeyance as the technical consulting team in charge of developing the aforesaid technologies abandoned the development of the technologies without notice, terminating their relationship with the Company. All attempts to settle the respective differences between the consulting team and the Company have been futile. As of May 31, ~~2009~~2011 ~~those assets were deemed impaired~~ and ~~written off. The Company currently does not have any business activity.~~2010

Effective August 23, 2008, the Company completed an acquisition of Omni Research Corporation. The name of the company was subsequently changed to Cybermesh Systems Inc. (“CMS Belize”). CMS Belize is a company incorporated under the laws of Belize in August 2008 and prior to being acquired; it had no prior operating history and no assets, liabilities or equity. CMS Belize has an authorized capital of 50,000 common shares of which all 50,000 shares were issued to the Company for consideration of $ 5,000.

	2011	2010
Warrants	-	5,800

Since the Company had a net loss for the period, the effect of dilution associated with these common stock equivalents would be anti-~~F6-~~dilutive, as a result, basic and diluted loss per share are equivalent.

-Income ~~22 -~~Taxes

~~CYBERMESH~~Provisions ~~INTERNATIONAL~~for ~~CORP.~~federal (Aand ~~Development~~state ~~Stage~~income ~~Company) NOTES~~taxes TOare ~~CONSOLIDATED~~calculated ~~FINANCIAL~~based ~~STATEMENTS~~on ~~MAY~~reported ~~31,~~pre-tax ~~2010~~earnings and current tax law.

2Significant judgment is required in determining income tax provisions and evaluating tax positions. ~~CONSOLIDATION~~The Company periodically assess its liabilities and contingencies for all periods that are currently open to examination or have not been effectively settled based on the most current available information. When it is not more likely than not that a tax position will be sustained, the Company records its best estimate of the resulting tax liability and any applicable interest and penalties in the financial statements.

~~These~~Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements ~~include~~using statutory rates in effect for the ~~accounts~~year ofin which the differences are expected to reverse. The Company ~~and~~presents ~~its~~the ~~wholly~~tax ~~owned~~effects ~~subsidiary,~~of ~~CMS~~these ~~Belize.~~deferred ~~All~~tax ~~intercompany~~assets ~~transactions~~and ~~have~~liabilities ~~been~~separately ~~eliminated~~for ineach ~~consolidation~~major tax jurisdiction.

3The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that the changes are enacted. ~~SUMMARY~~The OFCompany ~~SIGNIFICANT~~records ~~ACCOUNTING~~a ~~POLICIES~~valuation allowance to reduce deferred tax assets when it is more likely than not that some portion of the asset may not be realized. The Company evaluates its deferred tax assets and liabilities on a periodic basis.

~~Cash~~Recent accounting pronouncements

~~For~~There ~~purposes~~are ofno ~~the~~recent ~~statements~~accounting ofpronouncements ~~cash~~that ~~flows,~~are ~~the~~expected ~~Company~~to ~~considers~~have ~~all~~an ~~short~~effect ~~term~~on ~~debt~~the ~~securities~~Company’s ~~purchased~~financial ~~with a maturity of three months or less to be cash equivalents~~statements.

~~Concentrations~~Note of3 ~~Credit~~Going ~~Risk~~Concern

~~Financial~~As ~~instruments~~reflected ~~which~~in ~~potentially~~the ~~subject~~accompanying consolidated financial statements, the Company tohas ~~concentrations~~a net loss of ~~credit~~$55,470 ~~risk~~and ~~consist~~net ~~primarily~~cash used in operations of ~~cash~~$(10,935) for the year ended May 31, 2011; and a working capital deficit of $25,414, ~~advances~~an ~~receivable~~accumulated deficit of $29,279 prior to the development stage and $583,288 during the development stage and stockholders’ deficit of $25,414 at May 31, 2011.

~~Recognition of Revenue~~F-9

~~Revenue~~Cybermesh isInternational ~~recognized when product is delivered to customers~~Corp. ~~In determining recognition, the following criteria are considered: persuasive evidence exists that there is an arrangement between buyer~~ and ~~seller; delivery has occurred; the sales price is fixed or determinable; and collectability is reasonably assured.~~ Subsidiary

~~Fair~~(A ~~Value~~Development ofStage ~~Financial Instruments~~Company)

~~The~~Notes ~~carrying~~to ~~amounts~~Consolidated ofFinancial ~~the Company’s financial instruments consisting only of cash approximate their fair value at May 31, 2010.~~Statements

~~Income~~May ~~Taxes~~31, 2011 and 2010

The ~~Company~~ability ~~accounts~~of ~~for~~the ~~income~~Company ~~taxes~~to incontinue ~~accordance~~as ~~with~~a ~~current~~going ~~pronouncements~~concern ofis ~~the~~dependent ~~Financial~~on ~~Accounting~~Management's ~~Standards~~plans, ~~Board (FASB)~~ which ~~requires~~include ~~the~~potential ~~use~~asset ~~of the “liability method”. Accordingly~~acquisitions, ~~deferred~~mergers ~~tax~~or ~~liabilities~~business ~~and~~combinations ~~assets~~with ~~are~~other ~~determined~~entities, ~~based~~further onimplementation ~~differences~~of ~~between~~its ~~the~~business ~~financial~~plan ~~statement~~ and ~~tax~~continuing ~~bases~~to ofraise ~~assets~~funds ~~and~~through ~~liabilities,~~debt ~~and~~or ofequity ~~net~~raises. ~~operating~~The ~~loss~~Company ~~carry~~will ~~forwards,~~likely ~~using~~rely ~~enacted~~upon ~~tax~~related ~~rates~~party indebt ~~effect~~or ~~for~~equity ~~the~~financing ~~year~~ in ~~which~~order ~~the differences are expected~~ to ~~reverse.~~ensure ~~Current~~the ~~income~~continuing ~~taxes~~existence ~~are~~of ~~based on~~ the ~~income that is currently taxable~~business.

~~-F7-~~The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

-Note 234 -Income Taxes

~~CYBERMESH~~The ~~INTERNATIONAL~~Company ~~CORP.~~recognizes (Adeferred ~~Development~~tax ~~Stage~~assets ~~Company) NOTES~~and TOliabilities ~~CONSOLIDATED~~for ~~FINANCIAL~~both ~~STATEMENTS MAY~~the 31expected impact of differences between the financial statements and the tax basis of assets and liabilities, ~~2010~~and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. The Company has established a valuation allowance to reflect the likelihood of the realization of deferred tax assets.

3The Company has a net operating loss carryforward for tax purposes totaling approximately $611,000 at May 31, 2011, expiring through 2031. ~~SUMMARY~~U.S. OFInternal ~~SIGNIFICANT~~Revenue ~~ACCOUNTING~~Code ~~POLICIES~~Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (~~continued~~generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows:

~~Use~~Significant ofdeferred ~~Estimates~~tax assets at May 31, 2011 and 2010 are approximately as follows:

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimated.

	2011			2010
Gross deferred tax assets:
Net operating loss carryforwards	$	104,000		$	84,000
Total deferred tax assets		104,000			84,000
Less: valuation allowance		(104,000	)		(84,000	)
Net deferred tax asset recorded	$	-		$	-

~~Advertising~~The ~~Costs~~valuation allowance at May 31, 2010 was approximately $84,000. The net change in valuation allowance during the year ended May 31, 2011 was an increase of approximately $20,000.

~~The~~In ~~Company~~assessing ~~will~~the ~~expense~~reliability ~~advertising~~of ~~costs~~deferred ~~when~~tax assets, management considers whether it is more likely than not that some portion or all of the ~~advertisement~~deferred ~~occurs.~~income ~~The~~tax ~~Company~~assets ~~did~~will not ~~incur~~be ~~any~~realized. The ~~advertising~~ultimate ~~costs~~realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the ~~years~~scheduled ~~ended~~reversal ~~May~~of 31deferred income tax liabilities, ~~2010~~projected orfuture ~~2009~~taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of May 31, 2011.

~~Net Income per Share~~F-10

~~The~~Cybermesh ~~Company~~International ~~computes net income (loss) per common share in accordance with prouncements of the FASB and SEC Staff Accounting Bulletin No~~Corp. ~~98 (“SAB 98”). Under these pronouncements,, basic~~ and diluted net income per common share are computed by dividing the net income available to common shareholders for the period by the weighted average number of shares of common stock outstanding during the period. Accordingly, the number of weighted average shares outstanding as well as the amount of net income per share are presented for basic and diluted per share calculations for all periods reflected in the accompanying financial statements.Subsidiary

~~Shares~~(A ~~potentially~~Development ~~issuable~~Stage under the terms of option or warrant agreements or pursuant to conversion provisions of the convertible note re not included in the calculation of average shares outstanding, as their inclusion would have an anti-dilutive effect. Company)

~~Segment~~Notes ~~Reporting~~to Consolidated Financial Statements

~~Management~~May ~~treats~~31, ~~the~~2011 ~~operations~~and ~~of the Company as one segment.~~2010

~~Research~~The actual tax benefit differs from the expected tax benefit for the periods ended May 31, 2011 and ~~Development~~2010 (computed by applying the U.S. Federal Corporate tax rate of 34% to income before taxes and 5% for State income taxes, a blended rate of 37.30%) as follows:

Research costs are expenses as incurred. Development costs are also expensed unless, in the Company’s view, they meet specific criteria related to technical, market and financial feasibility, in which case they are deferred and amortized. Amortization is calculated on a straight-line basis over the expected life of the related products. Through May 31, 2010,, the Company had not incurred any research costs which would be required to be amortized.

	2011			2010
Expected tax expense (benefit) - Federal	$	(18,000	)	$	(8,000	)
Expected tax expense (benefit) - State		(2,000	)		-
Change in valuation allowance		20,000			8,000
Actual tax expense (benefit)	$	-		$	-

~~Impairment~~Note 5 Debt

~~The~~Fiscal ~~Company~~Year ~~performs~~End aMay ~~review~~31, ~~for potential impairment of long-lived assets at least annually in order to ensure that recorded amounts are recoverable.~~ 2008

~~Stock~~In ~~Based~~connection ~~Compensation~~with a transaction that occurred in 2008, the Company issued a convertible note for $100,000. Maturity of the note had various provisions, one of which was termination. On August 22, 2008, the note became due on demand.

~~The~~On ~~cost~~January of19, ~~employee~~2011, ~~services~~the ~~received~~Company inconverted ~~exchange~~the ~~for~~$100,000 ~~equity~~demand ~~instruments~~note isat ~~based~~$0.01/share, onfor ~~the~~10,000,000 ~~grant~~shares ~~date~~of ~~fair~~common ~~value~~stock. ofThere ~~the~~was ~~equity~~no ~~instruments~~gain ~~issued.~~or loss recorded upon conversion.

~~-F8-~~Fiscal Year End May 31, 2009

-The 24Company -received advances of $86,697 from a third party. The advances were unsecured, bore interest at 6%, and were due on demand. The Company repaid $30,222.

~~CYBERMESH~~The ~~INTERNATIONAL~~Company ~~CORP~~received advances of $36,500 from shareholders. The (Aadvances ~~Development~~were ~~Stage~~unsecured, ~~Company) NOTES~~non-interest TObearing ~~CONSOLIDATED~~and ~~FINANCIAL~~were ~~STATEMENTS~~due ~~MAY~~on ~~31,~~demand. The ~~2010~~Company repaid $25,000.

3.Fiscal ~~SUMMARY~~Year OFEnd ~~SIGNIFICANT~~May ~~ACCOUNTING~~31, ~~POLICIES (continued)~~2010

~~Recent~~The ~~Accounting~~Company ~~Pronouncements~~received advances of $4,638 from a third party. The advances were unsecured, bore interest at 6%, and were due on demand.

Except for a pronouncement of the FASB described in Note 16, the Company does not expect adoption of recently issued accounting pronouncements to have a significant effect on the Company’s results of operations, financial position or cash flows.F-11

4.Cybermesh ~~SHAREHOLDER~~International ~~NOTE~~Corp. ~~PAYABLE~~and Subsidiary

~~The Company is obligated under a note agreement which bears interest at 6% Maturity of the note originally depended on the outcome of the Asset Purchase Agreement~~ (~~Note~~A ~~1).~~Development AsStage ~~a result of the termination of that Agreement, the note is now due on demand. On September 11, 2008, the promissory note was assigned to a shareholder and the conversion privilege was cancelled.~~ Company)

5.Notes ~~AMOUNTS~~to ~~DUE~~Consolidated TOFinancial ~~SHAREHOLDERS~~Statements

~~Shareholder~~May ~~loans~~31, do2011 ~~not~~and ~~bear interest but interest has been imputed at 6%; they are due on demand.~~2010

6.Fiscal ~~RELATED~~Year ~~PARTY~~End ~~TRANSACTIONS~~May 31, 2011

~~The~~In ~~Company~~June ~~conducts~~2010, ~~its business in~~ the ~~office~~Company ofconverted ~~its~~$118,671 ~~agent.~~in ~~There~~debt ~~has~~and ~~been~~accrued noliabilities ~~rent~~due ~~charged~~to ~~for~~related ~~this~~parties ~~use~~at $0.01/share Iffor ~~there were such a charge~~11,867,100 itshares ~~would~~of becommon ~~nominal~~stock. ~~The~~There ~~Company’s~~was ~~agent~~no ~~lent~~gain ~~funds~~or toloss ~~the~~recorded ~~Company~~upon ~~in both the years ended May 31, 2009 and May 31, 2010~~conversion.

~~The~~During ~~advances~~the ~~from~~year ~~shareholders~~ended ~~are~~May $31, 262011,~~500.~~ ~~These~~the ~~obligations~~Company’s dodebt ~~not~~and ~~bear~~accrued ~~interest~~liabilities ~~but~~with ~~interest~~related ~~has~~parties ~~been~~totaling ~~imputed at 6%. The advances are due on demand. These obligations were settled on July 28~~$75,838 ~~2010~~was byforgiven ~~issuance~~and ofcharged ~~common~~to ~~stock.~~additional ~~See~~paid ~~Note~~in 16capital.

In April 2011, the Company received advances of $7,000 in connection with the Equity Agreement (see Note 6). The ~~SHARE~~advances ~~AUTHORIZATION~~bore ~~AND~~interest ~~STOCK~~at ~~SPLIT~~6% and are due within 1 year from the date the agreement was executed. The advances and accrued interest may be converted into common stock at a price of $0.05/share.

On ~~June~~August 825, ~~2009~~2011, the Company ~~requested~~amended athe ~~roll~~Equity ~~back~~Line ofFinancing ~~its~~Agreement ~~authorized~~that ~~and~~it ~~outstanding~~entered ~~stock~~into byon ~~200~~March ~~times.~~28, 2011 (see Note 6). The ~~authorized~~purchase price for the common ~~shares~~stock ~~were~~was ~~decreased~~reduced from $0.05/share to 15$0.02/share,~~000,000~~ and the ~~outstanding~~ number of shares ~~was~~available ~~decreased~~for tosale ~~118,300. That stock split~~ was ~~approved~~increased byfrom ~~the~~20,000,000 ~~Financial~~to ~~Industry~~30,000,000. ~~Regulatory~~The ~~Authority~~amended ~~(“FINRA”)~~Agreement terminates on August 1425, ~~2009.~~2012, ~~The~~upon ~~split~~maximum isinvestment, ~~reflected~~or onupon ~~the~~earlier ~~financial~~termination ~~statements~~ as ifstated itin ~~occurred~~the ~~on earliest date presented~~Agreement.

8On August 25, 2011, the exercise price was reduced to $0.02/share. However, ~~PRIVATE~~on ~~PLACEMENTS~~the commitment date, the Company recognized a BCF of $7,000, and recorded amortization of $1,117 for the year ended May 31, 2011. The reduction in exercise price did not affect the accounting for this debt issuance as the Company had recorded the maximum debt discount.

OnThe ~~September~~following 1,is ~~2008, the Company began~~ a ~~private~~summary ~~placement~~of ~~offering for~~ the ~~issuance~~Company’s ofconvertible ~~equity~~debt ~~securities. Common stock and warrants to purchase common stock were offered as units, with each unit consisting of one share of stock and one warrant to purchase an additional share of stock~~ at ~~$.50~~May ~~per share ($ 100 post split) for a period of twenty four months. A total of 1~~31,~~160,000~~ ~~units (5,800 units after the stock split) were acquired by 4 investors, yielding net proceeds of $272,500. The warrants were originally valued at $ 0.05 based upon a Black Scholes valuation model.~~2011:

-F9-

Debt issued April 2011 (face value)	$	7,000
BCF recorded as debt discount		(7,000	)
Amortization of BCF		1,117
Net carrying amount of convertible debt at May 31, 2011	$	1,117

-In the three months ended August 31, 2011, the Company received advances of $33,500. The advances bore interest at 6% and are due on August 25, -2012. The advances and accrued interest may be converted into common stock at a price of $0.02/ share.

~~CYBERMESH~~Note ~~INTERNATIONAL~~6 ~~CORP.~~Equity ~~(A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MAY 31, 2010~~Agreement

8.On ~~PRIVATE~~March ~~PLACEMENTS~~28, ~~CONTINUED~~2011, the Company entered into an Equity Line Financing Agreement to sell up to 20,000,000 shares of common stock at a price of $0.05/ share for a maximum investment of $1,000,000.

The 1,160,000 warrants (or 5,800 warrants as adjusted for stock split) that were issued as part of stock units are the only warrants issued by the Company. None have been exercised through May 31, 2010, leaving 5,800 warrants outstanding as of May 31, 2010. As of May 31, 2010, those warrants have three months remaining with an adjusted exercise price of $ 100 per warrant.F-12

~~The~~Cybermesh ~~following~~International ~~assumptions~~Corp. ~~were~~and ~~used in the initial valuation of warrants:~~Subsidiary

Stock price		$.25
Exercise Price		$.50
Stock volatility		125.01%
Risk Free Rate		.85%
Expected Term		1.56 years

(A Development Stage Company)

9.Notes ~~ADVANCES~~to ~~FROM~~Consolidated ~~CONSULTANT~~Financial Statements

~~The~~May ~~Company received advances from a consultant totaling $ 61~~31,~~113.~~ ~~These~~2011 ~~advances~~and ~~provided for working capital needs. The advances bear interest at 6% per annum.~~ 2010

~~10.~~Note ~~EXPENSES~~7 Stockholders’ Deficit (rollforward from 5/31/09)

~~Major~~Fiscal ~~items~~Year ~~included~~End inMay ~~Administrative~~31, ~~Expenses~~2009 ~~were~~and ~~the following:~~prior

	2010	2009
Consulting	$ 25,000	$ 52,000
Legal & Accounting	16,967	40,102
Research and development	-	259,032
Bad debt	-	3,500
Transfer agent fees	1,345	3,249
Office and miscellaneous	576	4,450
Total administrative expenses	$ 43,888	$ 362,333

In September 2008, the Company sold 5,800 units for $290,000. Each unit consisted of 1 share of common stock and 1 warrant. The warrants were exercisable at $100/share, for 2 years, and expired in September 2010.

11. SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION

				Weighted
		Weighted		Average
		Average		Remaining
		Exercise		Contractual	Intrinsic
	Warrants	Price		Life in Years	Value

Balance - 5/31/10	5,800	$	100.00
Granted	-		-
Forfeited/Cancelled	(5,800)		-
Exercised	-		-
Balance - 5/31/11 - outstanding	-		-	-
Balance - 5/31/11 - exercisable	-	$	100.00	-	-

~~There~~Fiscal ~~was~~Year noEnd ~~cash~~May ~~paid for income taxes during any of the periods presented. Cash paid for interest during the 2009 year was $ 1~~31,~~813~~ ~~and no payments were made during the~~ 2010 ~~year. Except as described in the next paragraph, there were no non-cash investing or financing activities during any of the periods presented.~~

OnIn August 272009, ~~2008, an agreement was concluded with CMS BC under which~~ the Company ~~acquired~~executed ~~all~~a ofreverse ~~the~~stock ~~assets~~split ofresulting ~~CMS BC~~ in ~~return for forgiveness of $100~~15,000,000 ofshares ~~advances~~issued ~~which~~and ~~the~~outstanding ~~Company~~being ~~had~~restated ~~made~~ to ~~CMS~~118,300 BCshares. ~~Title~~All toshare ~~these~~and ~~assets,~~per ~~which~~share ~~consist~~amounts ~~principally~~prior ~~of computer based intellectual property, was assigned~~ to ~~CMS Belize,~~ the ~~Company’s~~stock ~~wholly~~split ~~owned~~have ~~subsidiary.~~been Asretroactively ~~of May 31, 2009 those assets were deemed impaired and they were written off~~restated.

~~-F10-~~Fiscal Year End May 31, 2011

-On 26June -28, 2010, the Company increased its authorized common shares from 15,000,000 to 200,000,000 common shares.

~~CYBERMESH~~Note ~~INTERNATIONAL~~8 ~~CORP. (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MAY 31, 2010~~Reclassifications

12Certain items in the 2010 financial statement presentation have been reclassified to conform to the 2011 presentation. Such ~~STOCK~~reclassifications ~~OPTION~~have ~~PLAN~~no effect on previously reported financial condition, operations or cash flow.

~~During~~Note 9 ~~the~~Subsequent fiscal year ended May 31, 2010, the Company’s Board of Directors adopted a stock option plan (“The 2008 Stock Option Plan.”). The Plan provides for the issuance of up to 15,000 shares to assist the Company in retaining those officers, employees, consultants or directors whose services would contribute to success of the Company. As of May 31, 2010, there were no options yet granted under this Plan.Events

~~13.~~Joint ~~TERMINATION OF MATERIAL AGREEMENT~~Venture

On ~~September~~August 1516, ~~2008~~2011, the Company entered into a ~~servicing~~Joint ~~agreement~~Venture ~~with~~Agreement ~~Block Arcade IT Services Inc.~~ (~~Block Arcade~~“JV”). ~~The~~with ~~agreement~~a ~~called~~California ~~for~~limited ~~Block~~liability ~~Arcade~~company to ~~further~~create ~~develop~~a ~~the~~joint ~~computer-based~~venture ~~intellectual~~Nevada ~~property~~limited ~~which~~liability ~~the Company had acquired from CMS BC~~company. ~~The agreement committed the Company to pay servicing fees of $ 50,000 per month for a minimum of one year.~~

On December 15, 2008, the Company executed a Termination Agreement with Block Arcade and the obligation for monthly fees was terminated. Through the date of termination, the Company had paid fees totalling $150,000. That amount has been included in research and development expense of $ 259,032 (see Note #10).F-13

14Cybermesh International Corp. ~~INCOME~~and ~~TAXES~~Subsidiary

~~The Company experienced losses during the years ended May 31, 2010 and 2009. The Internal Revenue Code allows net operating losses~~ (~~NOL’s)~~A toDevelopment beStage carried back and then forward and applied against future profits for a period of twenty years. Losses which total $ 557,097, are available for future years; if not used, these carryforwards will expire as follows:Company)

Years
Ended
May 31, 2028	$ 29,279
May 31, 2029	472,542
May 31, 2030	55,276

Notes to Consolidated Financial Statements

~~Under~~May ~~current accounting guidance~~31, ~~recognition~~2011 ofand deferred tax assets is permitted unless it is more likely than not that the assets will not be realized. The potential benefit of the loss carryforwards has been offset by a valuation allowance. The Company has recorded deferred tax assets as follows:2010

Deferred Tax Assets	$ 83,595
Valuation Allowance	(83,595)
Balance Recognized	$ -

The JV will engage in the business of exploiting proprietary software designed to recapture royalties for unauthorized computer downloads of copyrighted material on the Internet. The California LLC will exclusively license the Software to the JV and the Company shall contribute $500,000 to the JV. Each company will own 50% of the JV.

~~The~~Additionally, ~~valuation~~the ~~allowance~~Company ~~increased~~granted by10-year $warrants ~~8,292~~to ~~during~~the California LLC as consideration for the ~~year~~formation ~~ended~~of ~~May~~the 31JV, ~~2010~~to purchase 5,000,000 shares of the Company’s common stock at an exercise price of $0.001 per share. All warrants were fully vested on the grant date. The JV has not yet been formed.

The warrants have a fair value of $249,996, based upon the black-~~F11~~scholes option-pricing model. The Company used the following weighted average assumptions:

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Expected dividends	0%
Expected volatility	240%
Expected term	10 year
Risk free interest rate	2.23%
Expected forfeitures	0%

F-14

CYBERMESH INTERNATIONAL CORP.

15. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company had a working capital deficiency as of May 31, 2010 of $ 271,453 and an accumulated deficit as of that date in the amount of $ 557,097 and has experienced continuing losses. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation. The Company’s present plans, the realization of which cannot be assured, to overcome these difficulties include, but are not limited to, the continuing effort to raise capital in the public and private markets.

16. SUBSEQUENT EVENTS

In May, 2009, the FASB established general standards of accounting for and disclosure of subsequent events that occur after the balance sheet date but before the financial statements are issued. The Company incorporated the requirements of this guidance in the preparation of the accompanying financial statements and concluded its review on the date of issuance of these financial statements.

On June 28, 2010, the Company settled $ 118,671 of debt obligations by the issuance of 11,867,100 restricted common shares of which 5,755,800 was issued to Multi Media Capital Corp. (“Multi Media”) and 6,111,300 was issued to Zhunger Capital Partners Inc. (“Zhunger Capital”), at a price of $0.01 per share. The acquisition by Multi Media and Zhunger Capital of the 5,755,800 and 6,111,300 shares of common stock represents equity interests of approximately 48% and 51% in the Company, respectively.

Effective June 28, 2010, the Company filed a notice with the Secretary of State of Nevada, pursuant to NRS 78.385 and 78.390 of the Nevada Statutes, whereby the Company increased its authorized share capital from 15,000,000 to 200,000,000.

-F12-

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL STATEMENTS

None.

ITEM 9A(T). CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Our chief executive officer and chief financial officer have concluded, based on the evaluation of the effectiveness of the disclosure controls and procedures by our management, with the participation of our chief executive officer and chief financial officer, as of the end of the period covered by this report, that our disclosure controls and procedures were not effective for this purpose, except as noted below under “Changes in Internal Controls.”

Changes in Internal Controls. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this Annual Report on Form 10-K our disclosure controls and procedures were not effective to enable us to accurately record, process, summarize and report certain information required to be included in our periodic SEC filings within the required time periods, and to accumulate and communicate to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Prior to the issuance of our financial statements, we completed the account reconciliations, analyses and our management review such that we can certify that the information contained in our financial statements for the year ended May 31, 2010, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Limitations on Effectiveness of Controls and Procedures. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors 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, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. 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 based in part upon certain assumptions about the likelihood of future events and there can be no assurance that 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.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15 under the Exchange Act, as amended. As of May 31, 2010, under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, an evaluation was conducted of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, management of our

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company, including the chief executive officer and the chief financial officer, concluded that our internal control over financial reporting was not effective as of May 31, 2010.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s Report was not subject to attestation by our public accounting firm pursuant to temporary rules of the SEC that permit us to provide only Management’s Report in this Annual Report.

Changes in Internal Controls Over Financial Reporting.

There were no changes in our internal control over financial reporting that could materially affect these controls during our most recent quarter.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

The following information sets forth the name of our sole officer and director, his present position, age and biographical information within the last 5 years. Also provided is a brief description of the business experience of our sole director and executive officer and significant employee during the past five years and an indication of directorships held by such director in other companies subject to the reporting requirements of the Exchange Act.

Name	Age	Position	Period Serving	Term (1)
		President, CEO, CFO,
Locksley Samuels	58	Treasurer Director,	September 11, 2010-	1 year
		Secretary	September 10, 2011

(1) Directors hold office until the next annual stockholders’ meeting or until a successor or successors are elected and appointed.

Locksley Samuels was appointed the above noted positions on September 11, 2008. Mr. Samuels is responsible for operations, financial budgets and forecasts, implementing our investment projects, overseeing research and development and human resources and marketing. Mr. Samuels is also responsible for our overall direction and various initiatives as needed from time to time in maintaining our company, and overseeing our public relations efforts with investors. Mr. Samuels does not hold any shares in our company.

Mr. Samuels is currently the President of Eurotrend Manufacturing Co., Ltd., (“Eurotrend”), a company based in Jamaica, providing services for design, manufacturing and installation of custom kitchen cabinetry. Mr. Samuels has been the President of Eurotrend since its inception in 1984.

Mr. Samuels obtained his Bachelors of Applied Sciences degree in Chemical Engineering from the University of Waterloo in Ontario, Canada in 1975.

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Significant Employees:

Our only significant employee is our sole officer and director, Mr. Samuels.

Family Relationships:

As we have only one director and executive officer, there are no arrangements or understandings pursuant to which a director or executive officer was selected to be a director or executive officer.

Involvement in Certain Legal Proceedings:

Our sole director, executive officer and control person has not been involved in any of the following events during the past five years and which is material to an evaluation of the ability or the integrity of our director or executive officer:

1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); 3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and 4. being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Investor Relations

We have not engaged investor relations professionals.

Audit Committee

We do not currently have a standing audit committee. The Company’s Chief Executive Officer is actively researching candidates for membership on the Board of Directors who would be “independent” and who, accordingly, could serve on an audit committee. The board member who is currently performing the equivalent functions of an audit committee is our President, Locksley Samuels, who has not been determined to be an “audit committee financial expert.”

Audit Committee Financial Expert

We do not have an audit committee financial expert serving on the audit committee. Under the applicable Securities and Exchange Commission standard under Item 407(d) of Regulation S-K, an audit committee financial expert means a person who has the following attributes:

An understanding of generally accepted accounting principles and financial statements;

The ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;

Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrant’s financial statements, or experience actively supervising one or more persons engaged in such activities;

An understanding of internal controls and procedures for financial reporting; and

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Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a)of the Exchange Act requires our officers and directors, and persons who own more than 10% of the its common stock, to file reports of ownership and changes of ownership of such securities with the United States Securities and Exchange Commission. As of the year ended May 31, 2010, our sole officer and director did not hold any shares of our common stock.

Code of Ethics

We do not have a code of ethics.

Material Changes to Nominations by Security Holders of Director Candidates

In the past fiscal year, there has been no material change to the procedures by which security holders may recommend nominees to the issuer’s board of directors.

DIRECTORS’ COMPENSATION

Our sole directors do not receive compensation for serving on the Board of Directors. Our sole director is reimbursed for any expenses incurred on our behalf.

ITEM 11. EXECUTIVE COMPENSATION

Our sole officer and director was not compensated during the fiscal years ended May 31, 2010 and May 31, 2009.

We presently do not have any compensation agreement with our sole officer and director.

Stock Option Grants

We have not granted any stock options to our sole executive officer since incorporation.

Consulting Agreements

We do not have any employment or consulting agreement with our sole officer and director and we will not pay such director any amount for acting on the Board of Directors.

The table below summarizes all compensation awarded to, earned by, or paid to our sole executive officer for all services rendered in all capacities to us for the fiscal year ended May 31, 2010 and May 31, 2008.

			LONG TERM COMPENSATION
						RESTRICTED
						OPTION
					OTHER ANNUAL	STOCKS/PAYOUTS	SARS	LTIP	ALL OTHER
NAME	TITLE	YEAR	SALARY	BONUS	COMPENSATION	AWARDED	($)	COMPENSATION	COMPENSATION
	President,		-0-	-0-	-0-	-0-	-0-	-0-	-0-
Locksley	CEO,	2010/2009
Samuels	Director,
	Secretary

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of September 13, 2010 certain information regarding the beneficial ownership of our common stock by:

1.	each person who is known by us to be the beneficial owner of more than 5% of the common stock, and
2.	our sole director and executive officer, and

The persons or entities listed below have sole voting and investment power with respect to all shares of common stock beneficially owned by them, except to the extent such power may be shared with a spouse. No change in control is currently being contemplated.

As of September 13, 2010, 11,985,400 shares with a par value of $0.001 per share were issued and outstanding. We are authorized to issue 200,000,000 shares with a par value of $0.001 per share.

	Name and Address of Beneficial	Amount and Nature of	(1)
Title of Class	Owner	Beneficial Owner	% Class
Officers and Directors:
	Locksley Samuels
	Lot 20, Carifta Avenue
Common Stock	PO Box 422	Nil	N/A
	Kingston 11 L8, Jamaica
Officers and Directors as a		Nil	N/A
Group
5% Shareholders:
	Multi Media Capital Corp.
Common Stock	650 Bade Road, Section 4	5,775,800	48%
	4th Floor, Unit 25, Taipei,
	Taiwan
	Zhunger Capital Partners Inc.
Common Stock	68, 14 Floor, Yucheng Road	6,111,300	51%
	Sanmin District, Kaohsiung,
	Taiwan
Officers, Directors and 5%		11,867,100	99%
Shareholders as a Group

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On September 1, 2008, we carried out a private placement offering of units, with each unit consisting of one share of common stock and one share purchase warrant to purchase an additional share of common stock at a price of $0.50 per share, exercisable for a period of twenty four months. A total of 1,160,000 common shares (unadjusted for 200 for 1 share consolidation) were purchased by four investors, for a total of $290,000.

On June 8, 2009 we completed a consolidation of our authorized and outstanding stock on the basis of 200 old shares for one new share. Consequently, our authorized common shares were decreased to 15,000,000 and the issued share capital was decreased to 118,300 shares of common stock.

On June 28, 2010, the Company settled $ 118,671 of debt incurred as of May 31, 2010 on shareholder and consultant loans and related accrued interest by issuance of 11,867,100 restricted common shares from treasury of which 5,755,800 was issued to Multi Media Capital Corp. (“Multi Media”) and 6,111,300 was issued to Zhunger Capital Partners Inc. (“Zhunger Capital”), at a price of $0.01 per share.

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The acquisition by Multi Media and Zhunger Capital of the 5,755,800 and 6,111,300 shares of common stock represents an equity interest of approximately 48% and 51% in the Company, respectively.

Effective June 28, 2010, the Company filed a notice with the Secretary of State for Nevada, pursuant to NRS 78.385 and 78.390 of the Nevada Statutes, whereby the Company increased its authorized share capital from 15,000,000 to 200,000,000.

Corporate Governance – Director Independence

Our stock is quoted on the Over The Counter Bulletin Board, which does not have director independence requirements. Under Item 407(a) of Regulation S-K, we have elected to measure the independence of our sole director under the definition of independence used by the American Stock Exchange, which can be found in the AMEX Company Guide, §121(A)(2) (2007). Under such definition, our sole director is not independent, because we cannot affirmatively determine that our sole director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Pre-Approval Policies and Procedures

Prior to engaging our accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed. All of the services described above were approved by the board of directors in accordance with its procedures.

Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to the Company’s last two fiscal years:

	2010	2009
Audit fees	$ 7,300	$ 8,600
Audit-related fees	-	-
Tax fees	-
All other fees
Total	$ 7,300	$ 8,600

All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.

Maintaining Principal Accountant’s Independence

The board of directors has considered whether the provision of the services described below are compatible with maintaining the principal accountant’s independence and believes that such services do not compromise that independence.

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ITEM 15. EXHIBITS
Exhibit Number	Description
3.01	Articles of Merger filed with the Nevada Secretary of State on March 19, 2008,
	effective April 3, 2008 (2)
3.1	Certificate of Incorporation dated September 27, 2004(1)
3.2	Articles of Incorporation dated September 27, 2004(1)
3.3	Certificate Amending Articles of Incorporation dated May 9, 2006(1)
3.4	Bylaws, effective September 27, 2004(1)
3.5	Articles of Merger dated March 19, 2008(2)
10.1	Asset Purchase Agreement dated February 28, 2008(3)
10.2	Termination Agreement to the Asset Purchase Agreement dated July 23, 2008(4)
10.3	Debt Settlement Agreement dated August 27, 2008(5)
10.4	Service Agreement dated September 15, 2008 (6)
10.5	Termination Agreement dated December 15, 2008 (7)
10.6	2008 Stock Option Plan(8)
23.1	Consent Letter from Robert Jeffrey, CPA
31.1	CEO and CFO Section 302 Certification
32.1	CEO and CFO Section 906 Certification

(1)	Incorporated by reference from our Form SB-2 that was originally filed with the SEC on August 2, 2006
(2)	Incorporated by reference from Form 8K filled with the SEC on April 7, 2008.
(3)	Incorporated by reference from Form 8K filled with the SEC on March 5, 2008.
(4)	Incorporated by reference from Form 8K filed with the SEC on July 28, 2008.
(5)	Incorporate by reference from Form 8K filed with the SEC on September 8, 2008.
(6)	Incorporated by reference from Form 10Q filed with the SEC on October 15, 2008.
(7)	Incorporated by reference from Form 8K filed with the SEC on December 17, 2008.
(8)	Incorporated by reference from Form S8 filed with the SEC on September 25, 2008.

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SIGNATURES

In accordance with section 13 and 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.

	CYBERMESH INTERNATIONAL CORP.
Date: September 13, 2010
	By:	/s/ Locksley Samuels
		Locksley Samuels
		President, CEO, CFO, Secretary,Treasurer,
		Director

In accordance with the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
	President, CEO, CFO, Secretary,
/s/ Locksley Samuels	Treasurer and Director	September 13, 2010
Locksley Samuels

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Filing Compare · CYBERMESH INTERNATIONAL CORP.