Formulawon, Inc - FORM 10-K

Attached files

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EX-31.1 - CERTIFICATION - Formulawon, Inc	f10k2010ex31i_reachmessage.htm
EX-32.1 - CERTIFICATION - Formulawon, Inc	f10k2010ex32i_reachmessage.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2010

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

For the transition period from _______________ to ________________

Commission File Number 002-95626-D

Reach Messaging Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		333-150424
(State or other jurisdiction		Commission File Number
of incorporation or organization)

44081 Pipeline Plaza, Suite 310

Ashburn, VA 20148

(Address of principal executive offices)

Registrant’s telephone number, including area code: (888) 631-8555

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which each is registered
N/A

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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 o

Indicate by 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 o No o The registrant is not yet subject to this requirement.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

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

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. As of June 30, 2010, the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold was $13,209,809.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of March 25, 2011 was 837,526,530.

DOCUMENTS INCORPORATED BY REFERENCE

None

TABLE OF CONTENTS

			Page
PART I
	ITEM 1.	DESCRIPTION OF BUSINESS	3
	ITEM 1A	RISK FACTORS	5
	ITEM 1B	UNRESOLVED STAFF COMMENTS	8
	ITEM 2.	PROPERTIES	8
	ITEM 3.	LEGAL PROCEEDINGS	8

PART II
	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	8
	ITEM 6.	SELECTED FINANCIAL DATA	9
	ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	9
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12
	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	F-
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	12
	ITEM 9A(T).	CONTROLS AND PROCEDURES	12
	ITEM 9B.	OTHER INFORMATION	13

PART III
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	14
	ITEM 11.	EXECUTIVE COMPENSATION	15
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	17
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	17
	ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	18
	ITEM 15.	EXHIBITS	18

Note Regarding Forward Looking Statements

This Annual Report on Form 10-K (this “Report”), the other reports, statements, and information that we have previously filed or that we may subsequently file with the Securities and Exchange Commission (the “SEC”), and public announcements that we have previously made or may subsequently make include, may include or may incorporate by reference certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to enjoy the benefits of that act. Unless the context is otherwise, the forward-looking statements included or incorporated by reference in this Report and those reports, statements, information and announcements address activities, events or developments that Reach Messaging, Inc., a California corporation (herein after referred to as “we,” “us,” “our,” or “our Company” unless context otherwise requires) expects or anticipates, will or may occur in the future. Any statements in this Report about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “will continue,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” and similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this Report. All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available to us on the dates noted, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results may differ materially from those in such forward-looking statements due to fluctuations in interest rates, inflation, government regulations, economic conditions and competitive product and pricing pressures in the geographic and business areas in which we conduct operations, including our plans, objectives, expectations and intentions and other factors discussed elsewhere in this Report.

The risk factors referred to in this Report could materially and adversely affect our business, financial conditions and results of operations and cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, and you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. The risks and uncertainties described below are not the only ones we face. New factors emerge from time to time, and it is not possible for us to predict which will arise. There may be additional risks not presently known to us or that we currently believe are immaterial to our business. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, you may lose all or part of your investment.

The industry and market data contained in this Report are based either on our management’s own estimates or, where indicated, independent industry publications, reports by governmental agencies or market research firms or other published independent sources and, in each case, are believed by our management to be reasonable estimates. However, industry and market data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. We have not independently verified market and industry data from third-party sources. In addition, consumption patterns and customer preferences can and do change. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be verifiable or reliable.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Overview

We were incorporated in the State of California on September 19, 2007 as Reach Messaging, Inc. On February 3, 2011 we were acquired by FormulaWon, Inc., a public company, and renamed that entity Reach Messaging Holdings, Inc. Reach Messaging Holdings, Inc. and its wholly owned subsidiary Reach Messaging, Inc. (hereinafter “Reach Messaging”, “RM” or the “Company”) was formed to assist publishers and advertisers reaching the millions of ‘tweens’, teens and ‘generation Y’ through the internet and mobile instant messaging platforms. That business model is expanding to take into account the ever-growing market for handheld device applications and social media technologies.

Reach Messaging extends corporate brands through the use of mobile applications and social gaming. The Company contracted with Waste Management to build its first Facebook game: Oceanopolis. It gave Waste Management a vehicle to extend their recycling message to a much younger demographic than they had previously been able to reach. The game launched in November 2010 and quickly surpassed 100,000 users. RM is currently developing its first game app, expected to launch in Q2. 2010 saw Reach Messaging's focus migrate from an Instant Messaging Bot company into a full-service mobile application developer and marketer.

The first market vertical that RM targeted was the retail space (i.e. malls and life style centers). In June 2010, the Reach Messaging Mall Buddy Platform was launched. This platform enables Reach Messaging to develop and launch a retail app for under $2K and turn one around in under two weeks (compared to $10k and 6 weeks for most competitors). By October 2010, Reach Messaging had launched 10 mall apps. In order to acquire these clients Reach Messaging had to foot the upfront cost but in return, was able to establish a footprint in the retail app space and monetize somewhat on the backend with its ad solution. Due to this strategy, RM is currently in talks with several major mall management companies to provide their mobile app solutions for an upfront fee, as well as recurring revenue share. Reach Messaging projects to launch 30 - 40 new retail apps by mid-Q3 in 2011.

In September 2010, RM finished development and launched its celebrity app platform. This platform enables Reach Messaging to develop and launch a celebrity app for under $5K and turn one around in under three weeks (compared to $15k and 8 weeks for most competitors). In February 2011, Reach Messaging and Velti launched the official Paris Hilton app. The app is projected to generate 350,000 downloads annually and received much buzz on network television and other media. Since the Paris Hilton launch, RM has also launched the Michaele Salahi app and is on talks with several big name athletes, TV stars and artists to release their apps. RM sees this as a major revenue source for the next several years.

Verticals

Reach Messaging is currently developing app platforms for: hospitality (restaurant & vineyards), local advertising and health & fitness.

In December 2010, Reach Messaging launched its turnkey proprietary advertising solution for mobile ad publishers that it refers to as an interactive ad curtain. Due to its proprietary ad execution technology, RM believes that its new mobile ad technology is able to provide publishers with a better return on investment than existing platforms such as AdMob and iAd. Reach Messaging offers Software Development Kits (SDK) that allow its technology to be used for mobile applications developed for both the iPhone and the Android and unlike existing ad platforms, does not charge publishers any fees for "house" or proprietary ads that they run about their companies. Perhaps the most significant feature of the Company's mobile ad technology is that it allows readers to "share" ads via email and social media outlets such as Facebook and Twitter. In January 2011, RM signed its first two deals licensing this ad technology for a licensing fee and recurring revenue share.

Principal Products and Services

Mall Buddy: 10 retail apps in the iTunes Store including: Reston Town Center, Leesburg Premium Outlets, Dulles Town Center, King of Prussia and Tysons Galleria. These apps have seen over 50,000 downloads. RM is in discussions to develop an additional 30 - 40 retail apps in 2011.

Celebrity Apps: Paris Hilton launch gave RM legitimacy in this space. Over 5,000 downloads the first weeks post-launch. RM expects to build 20 new celebrity apps in 2011.

Interactive Ad Curtain: Already signed and executed two license deals. RM hopes to sign 20 to 40 more in 2011.

We earn a development fee to create mobile apps. We also earn recurring revenue from apps using our interactive ad curtain, from download fees for the premium apps we have built and from app upgrades. We anticipate increased revenue when we launch our local ad deal apps. We have not yet begun recognizing revenue from this method.

Distribution Methods of Products and Services

Our apps are distributed to consumers through iTunes store and android market place.

Research and Development

Research and development costs related to both future and present products are charged to operations as incurred. For the years ended December 31, 2010 and 2009, the Company recognized $334,906 and $231,625, respectively, of research and development costs. These costs are not borne directly by our customers.

Our Strategy

The growth of handheld and other mobile devices makes the products offered by the Company relevant. During 2010 the Company solidified its business strategy of migrating from a bot-only Company to entering the much larger and rapidly growing market for mobile applications and social gaming. The Company has aggressively begun executing upon this strategy with the following approach:

1.	Build market vertical platforms that enable RM to provide clients with a customized app at a fraction of cost and time to market compared to its competitors

2.	Provide clients with a unique and robust ad solution to monetize these apps and get a return on their investment

3.	Release apps into the market place in order to claim legitimacy in this space (mobile app development)

Our Competitive Strengths

We are subject to the normal competitive conditions found in the marketplace for similarly situated technology-based companies. We do not yet have patent or other legal boundaries to our technology.

Our Strategic Partners

Currently we are not reliant on any strategic partners for our business.

Competitive Conditions

The Company operates in a very competitive marketplace with other firms who have greater financial resources.

Government Regulations

We are not subject to any industry specific governmental regulations or controls.

Intellectual Property

The Company currently does not have any capitalized intellectual property.

Environment Matters

None.

Employees

Currently, the Company has 1 employee. We periodically utilize contractors and consultants to perform additional services.

ITEM 1A. RISK FACTORS

The common shares offered are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. Accordingly, prospective investors should carefully consider, along with other matters referred to herein, the following risk factors in evaluating our business before purchasing any common shares. This Report contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in the following risk factors and elsewhere in this Report.

Risks Relating to Our Business

WE HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US, AND THE LIKELIHOOD OF OUR SUCCESS MUST BE CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES, DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A SMALL DEVELOPING COMPANY.

We were incorporated in California in September 2007. We have no significant assets or financial resources. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which we operate. Since we have a limited operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to meet our expenses and support our anticipated activities.

WE NEED TO MANAGE GROWTH IN OPERATIONS TO MAXIMIZE OUR POTENTIAL GROWTH AND ACHIEVE OUR EXPECTED REVENUES AND OUR FAILURE TO MANAGE GROWTH WILL CAUSE A DISRUPTION OF OUR OPERATIONS RESULTING IN THE FAILURE TO GENERATE REVENUE.

In order to maximize potential growth in our current and potential markets and even to reach profitability, we believe that we must expand our sales and marketing operations. This expansion will place a significant strain on our management and our operational, accounting, and information systems. We expect that we will need to continue to improve our financial controls, operating procedures, and management information systems. We will also need to effectively train, motivate, and manage our employees. Our failure to manage our growth could disrupt our operations and ultimately prevent us from generating the revenues we expect.

In order to achieve the above-mentioned targets, the general strategies of the Company are to maintain and search for talented and dedicated employees who have innovative initiatives and keep a close eye on expanding opportunities.

WE NEED ADDITIONAL CAPITAL TO FUND OUR GROWING OPERATIONS; WE MAY NOT BE ABLE TO OBTAIN SUFFICIENT CAPITAL AND WOULD BE FORCED TO LIMIT THE SCOPE OF OUR OPERATIONS.

If adequate additional financing is not available on reasonable terms, we will not be able to undertake expansion, continue our marketing efforts and we would have to modify our business plans accordingly. There is no assurance that additional financing will be available to us.

In connection with our growth strategies, we will experience increased capital needs and accordingly, we will not have sufficient capital to fund our future operations without additional capital investments. Our capital needs will depend on numerous factors, including (i) our profitability; (ii) the release of competitive products by our competition; (iii) the level of our investment in research and development; and (iv) the amount of our capital expenditures, including acquisitions. We cannot assure you that we will be able to obtain capital in the future to meet our needs.

Even if we do find a source of additional capital, we may not be able to negotiate terms and conditions for receiving the additional capital that are acceptable to us. Any future capital investments will likely dilute or otherwise materially and adversely affect the holdings or rights of our existing stockholders. In addition, new equity or convertible debt securities issued by us to obtain financing could have rights, preferences and privileges senior to our common stock. We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us.

OUR AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT REGARDING OUR ABILITY TO CONTINUE AS A GOING CONCERN. IF WE ARE UNABLE TO CONTINUE AS A GOING CONCERN, WE MAY BE REQUIRED TO SUBSTANTIALLY REVISE OUR BUSINESS PLAN OR CEASE OPERATIONS.

As of December 31, 2010, we had cash and cash equivalents of $68,181 and a working capital deficit of $85,593. We incurred a net loss of $4.5 million in 2010 and $203,273 in 2009. As a result, our auditors have expressed substantial doubt about our ability to continue as a going concern. We cannot assure you that we will be able to obtain sufficient funds from our operating or financing activities to support our continued operations. If we cannot continue as a going concern, we may need to substantially revise our business plan or cease operations, which may reduce or negate the value of your investment.

NEED FOR ADDITIONAL EMPLOYEES.

The Company currently has insufficient numbers of management employees. In particular, the Company needs to attract a qualified Chief Financial Officer. The Company’s future success also depends upon its continuing ability to attract and retain highly qualified personnel. Expansion of the Company’s business, management and operation will require additional managers and employees with industry experience, and the success of the Company will be highly dependent on the Company’s ability to attract and retain skilled management personnel and other employees. Competition for such personnel is intense. There can be no assurance that we will be able to attract or retain highly qualified personnel. Competition for skilled personnel in our industry is significant. This competition may make it more difficult and expensive to attract, hire and retain qualified managers and employees.

The Company’s inability to attract skilled management personnel and other employees as needed could have a material adverse effect on the Company’s business, operating results and financial condition. The arrangement with our current employee is at will, meaning our employee may voluntarily terminatehis employment at any time. We anticipate that the use of stock options, restricted stock grants, stock appreciation rights, and phantom stock awards will be valuable in attracting and retaining qualified personnel. However, the effects of such plan cannot be certain.

OUR FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICE OF OUR OFFICERS.

We are presently dependent to a great extent upon the experience, abilities and continued services of Shane Gau, our Chief Executive Officer. The loss of services of Mr. Gau would have a material adverse effect on our business, financial condition or results of operation.

WE ARE IN AN INTENSELY COMPETITIVE INDUSTRY AND THERE CAN BE NO ASSURANCE THAT WE WILL BE ABLE TO COMPETE WITH OUR COMPETITORS WHO MAY HAVE GREATER RESOURCES.

We face strong competition within the local area by competitors in the instant messaging platform industry who may have substantially greater financial resources and marketing, development and other capabilities than the Company. In addition, there are very few barriers to enter into the market for our services and our competitors could duplicate our business model. There can be no assurance that any of our competitors, many of whom have far greater resources will not independently develop services that are substantially equivalent or superior to our services. Therefore, an investment in the Company is very risky and speculative due to the competitive environment in which the Company intends to operate.

OUR ABILITY TO CONTINUE TO DEVELOP AND EXPAND OUR PRODUCT OFFERINGS TO ADDRESS EMERGING CONSUMER DEMANDS AND TECHNOLOGICAL TRENDS WILL IMPACT OUR FUTURE GROWTH. IF WE ARE NOT SUCCESSFUL IN MEETING THESE BUSINESS CHALLENGES, OUR RESULTS OF OPERATIONS AND CASH FLOWS WILL BE MATERIALLY AND ADVERSELY AFFECTED.

Our ability to implement solutions for our customers by incorporating new developments and improvements in technology which translate into productivity improvements for our customers and to develop product offerings that meet the current and prospective customers’ needs is critical to our success. The markets we serve are highly competitive. Our competitors may develop solutions or services which make our offerings obsolete. Our ability to develop and implement up to date solutions utilizing new technologies which meet evolving customer needs in internet and mobile instant messaging platforms solutions will impact our future revenue growth and earnings.

OUR FUTURE SUCCESS IS DEPENDENT UPON OUR ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY.

We may not be able to protect unauthorized use of our intellectual property and take appropriate steps to enforce our rights. Although management does not believe that our services infringe on the intellectual rights of others, there is no assurance that the Company may not be the target of infringement or other claims. Such claims, even if not true, could result in significant legal and other costs associated and may be a distraction to management. We plan to rely on a combination of copyright, trade secret, trademark laws and non-disclosure and other contractual provisions to protect our proprietary rights. We use and intend to use the trademark “Reach Messaging” name and logo. We intend to file federal trademark applications for “Reach Messaging” and have secured the Internet trade domain “www.reachmessaging.com” and related logo. There can be no assurance that the registrations applied for will be accepted. Because the policing of intellectual and intangible rights may be difficult and the ideas and other aspects underlying our business model may not in all cases be protectable under intellectual property laws, there can be no assurance that we can prevent competitors from marketing the same or similar products and services.

Risks Associated with Our Shares of Common Stock

DISCRETION OF MANAGEMENT TO USE OF PROCEEDS.

The Company’s management may have broad discretion with respect to the expenditure of the net proceeds of financing transactions. Accordingly, investors will be entrusting their funds to the Company’s management, upon whose judgment they must depend, with limited information concerning the specific working capital requirements and general corporate purposes to which the funds will be ultimately applied. It may occur that new financing transactions are based on a mandate with respect to use of proceeds that is different than what management would choose meaning that management would have less discretion than would be ideal.

RESTRICTED SECURITIES; LIMITED TRANSFERABILITY.

Purchase of the securities should be considered a long-term and illiquid investment. The securities which have not been registered under the Securities Act of 1933 (the “Act”), are being offered by reason of a specific exemption from registration and are “restricted securities” under Rule 144 promulgated under the Act, and cannot be sold without registration under the Act or any exemption from registration. In addition, the securities will not be registered under any state securities laws that would permit their transfer. Because of these restrictions and the absence of a trading market for the securities, an investor will likely be unable to liquidate an investment even though other personal financial circumstances would dictate such liquidation.

OUR COMMON STOCK IS QUOTED ON THE OVER-THE-COUNTER BULLETIN BOARD WHICH MAY HAVE AN UNFAVORABLE IMPACT ON OUR STOCK PRICE AND LIQUIDITY.

Our common stock is quoted on the Over-the-Counter Bulletin Board (“OTCBB”). The OTCBB is a significantly more limited market than the New York Stock Exchange or Nasdaq system. The quotation of our shares on the OTCBB may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

IF WE FAIL TO ESTABLISH AND MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROL, WE MAY NOT BE ABLE TO REPORT OUR FINANCIAL RESULTS ACCURATELY OR TO PREVENT FRAUD. ANY INABILITY TO REPORT AND FILE OUR FINANCIAL RESULTS ACCURATELY AND TIMELY COULD HARM OUR REPUTATION AND ADVERSELY IMPACT THE TRADING PRICE OF OUR COMMON STOCK.

Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size and current internal control deficiencies may adversely affect our financial condition, results of operation and access to capital. We have not performed an in-depth analysis to determine if in the past un-discovered failures of internal controls exist, and may in the future discover areas of our internal control that need improvement.

OUR SHARES OF COMMON STOCK ARE VERY THINLY TRADED, AND THE PRICE MAY NOT REFLECT OUR VALUE AND THERE CAN BE NO ASSURANCE THAT THERE WILL BE AN ACTIVE MARKET FOR OUR SHARES OF COMMON STOCK EITHER NOW OR IN THE FUTURE.

Our shares of common stock are very thinly traded, and the price if traded may not reflect our value. There can be no assurance that there will be an active market for our shares of common stock either now or in the future. The market liquidity will be dependent on the perception of our operating business and any steps that our management might take to bring us to the awareness of investors. There can be no assurance given that there will be any awareness being generated. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business. If a more active market should develop, the price may be highly volatile. Because there may be a low price for our shares of common stock, many brokerage firms may not be willing to effect transactions in the securities. Even if an investor finds a broker willing to effect a transaction in the shares of our common stock, the combination of brokerage commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of such shares of common stock as collateral for any loans.

OUR COMMON STOCK IS CLASSIFIED AS A “PENNY STOCK” AS THAT TERM IS GENERALLY DEFINED IN THE SECURITIES EXCHANGE ACT OF 1934 TO MEAN EQUITY SECURITIES WITH A PRICE OF LESS THAN $5.00. OUR COMMON STOCK WILL BE SUBJECT TO RULES THAT IMPOSE SALES PRACTICE AND DISCLOSURE REQUIREMENTS ON BROKER-DEALERS WHO ENGAGE IN CERTAIN TRANSACTIONS INVOLVING A PENNY STOCK

We will be subject to the penny stock rules adopted by the Securities and Exchange Commission (“SEC”) that require brokers to provide extensive disclosure to its customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our stockholders to sell their securities.

Rule 3a51-1 of the Securities Exchange Act of 1934 establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which are not available to us. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:

• the basis on which the broker or dealer made the suitability determination, and

• that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling stockholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our common stock, if and when our common stock becomes publicly traded. In addition, the liquidity for our common stock may decrease, with a corresponding decrease in the price of our common stock. Our common stock, in all probability, will be subject to such penny stock rules for the foreseeable future and our stockholders will, in all likelihood, find it difficult to sell their common stock.

WE DO NOT ANTICIPATE THAT WE WILL PAY DIVIDENDS ON OUR COMMON STOCK ANY TIME IN THE FUTURE.

We have not paid any cash dividends on our common stock since our inception and do not anticipate paying any cash dividends in the foreseeable future. We plan to retain our earnings, if any, to provide funds for the expansion of our business. Our board of directors will determine future dividend policy based upon conditions at that time, including our earnings and financial condition, capital requirements and other relevant factors.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our corporate headquarters are located at 44081 Pipeline Plaza, Suite 310, Ashburn, VA 20148. However, some of our employees work virtually throughout the United States.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings and to the best of the Company’s knowledge, no such proceedings are threatened or contemplated. At this time, the Company has no bankruptcy, receivership, or similar proceedings pending.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Since inception, there has been limited or no trading in the Company’s shares although it has been listed on OTCBB under the symbol “FWON.OB” since October 1, 2009 and “RCMH.OB” since March 5, 2010. Presented below is the trading activity as available by quarter for the year ended December 31, 2010.

	High		Low
Fiscal Year Ended December 31, 2010:
First Quarter	$	0.07	$	0.01
Second Quarter	$	0.20	$	0.03
Third Quarter	$	0.11	$	0.01
Fourth Quarter	$	0.03	$	0.01

Holders

As of April 8, 2011 we had approximately 52 stockholders of record. This number does not include an indeterminate number of stockholders whose shares are held by brokers in street name.

Dividends

We have not paid any cash dividends on our common stock since our inception and do not anticipate paying any cash dividends in the foreseeable future. We plan to retain our earnings, if any, to provide funds for the expansion of our business. Our board of directors will determine a future dividend policy based upon conditions at that time, including our earnings and financial condition, capital requirements and other relevant factors.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Recent Issuances of Unregistered Securities

None.

ITEM 6. SELECTED FINANCIAL DATA

As a smaller reporting company we are not required to provide this information.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The following discussion and analysis should be read in conjunction with our financial statements and notes thereto, included elsewhere in this Report. Except for the historical information contained in this Report, the following discussion contains certain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Our actual results may differ materially from the results discussed in the forward-looking statements as a result of certain factors including, but not limited to, those discussed in the section of this Report titled “Risk Factors”, as well as other factors, some of which will be outside of our control. You are cautioned not to place undue reliance on these forward-looking statements, which relate only to events as of the date on which the statements are made. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. You should refer to and carefully review the information in future documents we file with the SEC.

Application of Critical Accounting Policies and Estimates

The preparation of our financial statements in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) requires management to make judgments, assumptions and estimates that affect the amounts reported. A critical accounting estimate is an assumption about highly uncertain matters and could have a material effect on the consolidated financial statements if another, also reasonable, amount were used or a change in the estimate is reasonably likely from period to period. We base our assumptions on historical experience and on other estimates that we believe are reasonable under the circumstances. Actual results could differ significantly from these estimates. There were no changes in accounting policies or significant changes in accounting estimates during the 2010 fiscal year.

Revenue Recognition – We recognize revenue from sales of the applications we have developed. Revenue from direct sale contracts of the Company’s products to commercial users is recognized based on the terms of the agreement, after the product has been delivered, and collection of the resulting receivable is reasonably assured.

Allowance for Doubtful Accounts – We make ongoing estimates relating to the collectability of our accounts receivable and maintain a reserve for estimated losses resulting from the inability of customers to meet their financial obligations to us. In determining the amount of the reserve, we consider our historical level of credit losses and make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. Because we cannot precisely predict future changes in the financial stability of our customers, actual future losses from uncollectible accounts may differ from our estimates. If the financial condition of our customers deteriorate, resulting in their inability to make payments, a larger reserve may be required. In the event we determine that a change in the allowance is appropriate, we would record a credit or a charge to selling, general and administrative expense in the period in which we make such a determination.

Concentration of Credit Risk – Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents placed with high credit quality institutions and accounts receivable due from customers. We perform ongoing credit evaluations of our customers and maintain reserves for potential credit losses.

Share-Based Compensation – We determine the fair value of stock options and warrants using the Black-Scholes valuation model as permitted under ASC 718 Compensation — Stock Compensation. The assumptions used in calculating the fair value of share-based payment awards represent our best estimates. Our estimates may be impacted by certain variables including stock price volatility, employee stock option exercise behaviors, additional stock option grants, estimates of forfeitures, and the related income tax impact.

Income Taxes – As part of the process of preparing our financial statements, we estimate the income taxes in each of the jurisdictions in which we operate. This process involves estimating the current income tax exposure together with assessing temporary differences resulting from differing treatment of items, such as deferred revenue, for income tax and accounting purposes. These differences could result in deferred income tax assets and liabilities, which would be included in our Balance Sheets. We assess the likelihood that our deferred income tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, we establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance in a period, we include an expense within the income tax provision in the Statements of Operations.

We utilize significant management judgment to determine the provision for income taxes, deferred income tax assets and liabilities, including uncertain tax positions, and any valuation allowance recorded against net deferred income tax assets. Management periodically evaluates the deferred income tax assets as to whether it is likely that the deferred income tax assets will be realized. We write down the deferred income tax asset at the time we determine the asset is not likely to be realized.

Plan of Operation

The Company has not generated sufficient revenue so it intends to report its plan of operation below. The ability of the Company to achieve its business objectives is contingent upon its success in raising additional capital until adequate revenues are realized from operations.

Reach Messaging extends corporate brands through the use of mobile applications and social gaming. The Company began in the Bot development business when it contracted with America Online Company (“AOL”) to build 4 instant messaging virtual robots (“Bot” or “Bots”) to run on their AOL Instant Messaging Network (the “AIM Network”). The AIM Network is an instant messaging and presence computer program that uses the proprietary OSCAR instant messaging protocol and the TOC protocol to allow registered users to communicate in real time. It was released by the AOL in May 1997. These 4 Bots, including GossipinGabby, SportsFanStan, My TV Bud and ProfGilzot are currently the most popular Bots on the AIM Network as measured by the AOL host infrastructure. Reach Messaging has also built numerous Bots in the retail field (AOL Shortcuts) and in the education field (PurdueBuddy). Differentiating features from other Bot vendors and platforms include instant messaging gaming (TD Mania, celeb hangman), sports score alerts, instant messaging surveys and interactive polls and quizzes. Our partners have included Waste Management, Britney Spears, Alloy Media, AOL, Hearst Publishing, Purdue University and Stylecaster. Our partners pay us a cash fee to develop a product such as a Bot or other web property which extends their corporate brand.

Through the use of “Bots” and web properties, Reach Messaging currently touches over 1,500,000 unique users on a monthly basis. An IM Bot is a screen name that can respond automatically to the Instant Messages (“IM” or “IMs”) or text messages it receives. It is capable of maintaining high volume IM conversations with multiple users simultaneously. IM Bots allow publishers to easily provide dynamic content and information via IM or another instant messaging technology called Short Message Service (“SMS”). They allow users to create real-time interactive experiences, such as providing song lyrics, state capitals, jokes, celeb gossip, TV line-up, sporting news or pictures, to a large audience on demand. IM Bots can initiate conversations to users that have the Bot on their buddy list or if they have subscribed to receive alerts (i.e. celeb gossip, sports scores).

The growth of handheld and other mobile devices makes the products offered by us relevant. During the year ended December 31, 2010, the Company solidified its business strategy of migrating from a Bot-only Company to entering the much larger and rapidly growing market for mobile applications and social gaming. The Company has aggressively begun executing upon this strategy with the following results:

Reach Messaging partnered with Waste Management to build its first social media game. The game is similar in development to other very popular facebook games, such as, Cafe World, Farmville, Fishville, etc. This game will enable Reach Messaging to enter the social gaming space with a marquee customer. Another benefit from this project is the technical skills gained that can be applied to future gaming development businesses.

Reach Messaging partnered with Hearst Media to build their Espin property mobile application. The transaction is expected to provide a revenue share based on advertising revenue and registrations generated. The goal of this partnership is for Reach Messaging to secure new orders to develop Bots, games and other applications for the rest of their well-known brands including Cosmogirl, Seventeen, Teen, and others.

Results of Operations

Comparison of Years Ended December 31, 2010 and December 31, 2009.

The following table sets forth the results of our operations for the periods indicated:

	For the Years Ended
	December 31,			December 31,
	2010			2009
Net revenue	$	214,356		$	108,639
Cost of revenue		5,608			24,477
Gross profit		208,748			84,162
Total operating costs		4,646,115			286,220
Operating loss		(4,437,367	)		(202,058)

Interest Expense, net		33,908			1,215
Net loss		(4,471,275	)		(203,273)
Net loss per common share – basic and diluted		(0.01	)		(0.00)
Weighted average number of common shares outstanding		652,111,109			210,000,000

Net Revenue

For the year ended December 31, 2010, our net revenue increased approximately 97% from $108,639 for the fiscal year ended 2009 compared to $214,356 for the fiscal year ended 2010. Our revenue from Lead Conversion revenue, which represents revenue earned through the converting of leads from our Bot agents into closed business for our advertisers, increased approximately 206% from $48,639 in fiscal year 2009 compared to $154,775 in fiscal 2010. The increase in lead conversion revenue was due to the increased focus on the sales of our products. We also generated $43,000 in hosting revenue in 2010, compared to $60,000 in 2009, due to a recurring revenue contract. Hosting revenue is a periodic fee charged to host and maintain a partner’s server and content related to the Bot properties. We also recognized $16,581 of other revenue from other programming services and related activities.

Cost of Revenue

Our cost of revenue decreased approximately 77% to $5,608 for the year ended December 31, 2010 from $24,477 for the year ended December 31, 2009. Costs associated with the customizing of advertising associated with our lead conversion revenue also decreased for the 2010 period compared to the 2009 period, from $22,243 in 2009 to $1,002 in 2010.

Gross Profit

Our gross profit increased approximately 148% from $84,162 for fiscal year ended 2009 to $208,748 for fiscal year ended 2010. The increase in our gross profit was primarily attributable to the increase in Lead Conversion revenue.

Operating Costs

Our operating costs increased to $4,646,115 for the twelve months ended December 31, 2010 from $286,220 for the twelve months ended December 31, 2009, or an increase of approximately 1,523%. The increase was mainly due to an increase in general and administrative costs. General and administrative costs increased to $4,311,209 for the year ended December 31, 2010 from $54,595 for the year ended December 31, 2009. Costs associated with the development of our Bot technology increased to $334,906 for the twelve months ended December 31, 2010 from $231,625 for the twelve months ended December 31, 2009.

Net Loss

Our net loss increased approximately 2100% from a net loss of $203,273 for the fiscal year ended 2009 compared to a net loss of $4,471,275 for the fiscal year ended 2010. The significant increase of net loss was mainly attributable to costs associated with the issuance of options for compensation.

Liquidity and Capital Resources

Our cash and cash equivalents for the years ended December 31, 2010 and December 31, 2009 were $68,181 and $27, respectively. Despite capital contributions and sales, and both related party and third party loan commitments, we may experience cash flow shortages that can slow our expected growth. We have primarily financed our activities from sales of our capital stock and from loans from related and third parties. A significant portion of the funds raised from the sale of capital stock will be used to cover working capital needs such as office expenses and various professional fees.

Our cash flow requirements during this period have been met by contributions of capital and debt financing. We anticipate that financing will be required until such time as we are able to generate adequate cash flow from operations to support both our cash needs for normal operations, and to support the cash needs for our investment into additional resources and assets to support our growth. Currently we cannot determine when either will occur and as such we will need to obtain financing to cover our costs for the foreseeable future. No assurance can be given that these sources of financing will continue to be available. If we are unable to generate profits, or unable to obtain additional funds for its working capital needs, we may have to curtail normal operations, or cease operations completely.

Off-Balance Sheet Arrangements

As of December 31, 2010, we have not entered into any off-balance sheet arrangements with any individuals or entities.

Contractual Obligations

None.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company we are not required to provide this information.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

REACH MESSAGING HOLDINGS, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm of Gumbiner Savett Inc.	F-1

Report of Independent Registered Public Accounting Firm of Bartolomei Pucciarelli, LLC	F-2

Consolidated Balance Sheets - December 31, 2010 and December 31, 2009	F-3

Consolidated Statements of Operations - Years Ended December 31, 2010 and December 31, 2009	F-4

Consolidated Statements of Stockholders’ Deficit - Years Ended December 31, 2010 and December 31, 2009	F-5

Consolidated Statements of Cash Flows - Years Ended December 31, 2010 and December 31, 2009	F-6

Notes to Consolidated Financial Statements	F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

of Reach Messaging Holdings, Inc.

We have audited the consolidated balance sheet of Reach Messaging Holdings, Inc. and its wholly-owned subsidiary (the “Company”) as of December 31, 2010, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2010, and the results of its operations and its cash flows for the year then ended inconformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 3 to the financial statements, the Company has incurred substantial losses from operations and the Company may not have sufficient working capital or outside financing available to meet its planned operating activities over the next twelve months. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Gumbiner Savett Inc.

April 15, 2011

Santa Monica, California

F-1

Bartolomei Pucciarelli, LLC

Lawrenceville, NJ 8648

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Reach Messaging, Inc.

We have audited the accompanying balance sheet of Reach Messaging, Inc. as of December 31, 2009 and the related statements of income, stockholders’ equity, and cash flows for the year ended December 31, 2009. Reach Messaging, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Reach Messaging, Inc. as of December 31, 2009, and the results of its operations and its cash flows for the year ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company had a net loss of approximately $203,000 for the year ended December 31, 2009 and had an accumulated deficit of approximately $322,000 as of December 31, 2009. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are described in Note 11 of the 2009 financial statements. The financial statements do not include adjustments that might result from the outcome of this uncertainty.

/s/ Bartolomei Pucciarelli, LLC

Lawrenceville, New Jersey

April 15, 2011

F-2

Reach Messaging Holdings, Inc.
Consolidated Balance Sheets


	December 31, 2010			December 31, 2009

Assets

Current Assets
Cash	$	68,181		$	27
Accounts receivable		-			8,000
Refundable federal income taxes		2,943			2,943
Total Current Assets		71,124			10,970

Property and Equipment, net of accumulated depreciation of $486		1,944			-

Other Assets
Deposits		5,000			-

Total Assets	$	78,068		$	10,970

Liabilities and Stockholders’ Deficit

Current Liabilities
Accounts payable and accrued expenses	$	156,717			30,383
Loans payable		-			58,000
Total Current Liabilities		156,717			88,383

Long Term Liabilities
Convertible notes - net of debt discount of $275,000		88,706			-

Total liabilities		245,423			88,383

Stockholders’ Deficit
Preferred stock, $0.001 par value; 10,000,000 shares authorized;
none issued and outstanding		-			-
Common stock, $0.001 par value, 2,000,000,000 shares authorized;
806,994,505 and 210,000,000 shares issued and outstanding, respectively		806,995			210,000
Additional paid in capital		3,818,990			34,652
Accumulated deficit		(4,793,340	)		(322,065	)
Total Stockholders’ Deficit		(167,355	)		(77,413	)

Total Liabilities and Stockholders' Deficit	$	78,068		$	10,970

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

F-3

Reach Messaging Holdings, Inc.
Consolidated Statements of Operations


	Years Ended December 31,
	2010			2009

Revenue
Hosting revenue	$	43,000		$	60,000
Applications development		154,775			48,639
Other revenue		16,581			-
Total revenue		214,356			108,639

Cost of revenue
Advertising customization		1,002			22,243
Web hosting expense		4,606			2,234
Total cost of revenue		5,608			24,477

Gross profit		208,748			84,162

Operating expenses
Research and development		334,906			231,625
General and administrative expenses		4,311,209			54,595
Total operating expenses		4,646,115			286,220

Operating loss		(4,437,367	)		(202,058	)

Interest expense, net		(33,908	)		(1,215	)

Net loss	$	(4,471,275	)	$	(203,273	)

Net loss per common share - basic and diluted	$	(0.01	)	$	(0.00	)

Weighted average number of common shares outstanding during the period - basic and diluted		652,111,109			210,000,000

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

F-4

Reach Messaging Holdings, Inc.
Consolidated Statements of Stockholders' Deficit
For the Years Ended December 31, 2010 and 2009

											Total
	Common Stock, $0.001 Par Value				Additional			Accumulated			Stockholders'
	Shares		Amount		Paid in Capital			Deficit			Deficit

Balance, December 31, 2008		210,000,000	$	210,000	$	(77,269	)	$	(118,792	)	$	13,939

Capital contribution		-		-		111,921			-			111,921

Net loss, 2009		-		-		-			(203,273	)		(203,273	)

Balance, December 31, 2009		210,000,000		210,000		34,652			(322,065	)		(77,413	)

Recapitalization		300,154,505		300,155		(300,155	)					-

Common stock issued for cash ($0.05/share)		58,500,000		58,500		526,500						585,000

Common stock issued for finders' fee		23,840,000		23,840		(23,840	)		-			-

Common stock issued for services, net of cancellation		214,500,000		214,500		1,930,500			-			2,145,000

Warrants issued for services		-		-		1,351,333						1,351,333

Warrants issued to debt holders		-		-		300,000						300,000

Net loss for the year ended December 31, 2010									(4,471,275	)		(4,471,275	)

Balance, December 31, 2010		806,994,505	$	806,995	$	3,818,990		$	(4,793,340	)	$	(167,355	)

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

F-5

Reach Messaging Holdings, Inc.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2010 and 2009

	Years Ended December 31,
	2010			2009

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(4,471,275	)	$	(203,273	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		25,000			-
Share based payments		3,496,333			-
Depreciation expense		486
Changes in operating assets and liabilities:
Accounts receivable		8,000			2,515
Refundable income taxes		-			3,256
Deposits		(5,000	)		-
Accounts payable and accrued expenses		132,040			27,236
Net Cash Used In Operating Activities		(814,416	)		(170,266	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition of fixed asset		(2,430	)		-
Net Cash Used in Investing Activities		(2,430	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans payable		-			111,921
Proceeds from convertible notes		300,000			58,000
Proceeds from stock issued for cash		585,000			-
Net Cash Provided By Financing Activities		885,000			169,921

Net increase (decrease) in cash		68,154			(345	)

Cash - beginning of period		27			372

Cash - end of period	$	68,181		$	27


SUPPLEMENTARY DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:

During the year ended December 31, 2010, interest payable in the amount of $5,706 was
capitalized to the outstanding principal balance of the refinanced notes. (See Note 6).

During the year ended December 31, 2010, in conjunction with the issuance of the convertible notes,
a debt discount in the amount of $300,000 was recorded.

During the year ended December 31, 2009, a payable due to a stockholder in the amount
of $111,921 was converted to additional paid in capital.

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

F-6

Reach Messaging Holdings, Inc.

Notes to Consolidated Financial Statements

Note 1 Nature of Operations

Reach Messaging, Inc. was incorporated in September 2007 under the laws of the State of California. On February 3, 2011, FormulaWon, Inc., a public company, acquired Reach Messaging, Inc. in a reverse merger. FormulaWon, Inc. was renamed Reach Messaging Holdings, Inc. (the “Company”). The Company extends corporate brands through the use of mobile applications and social gaming. The Company was initially formed to assist publishers and advertisers in reaching younger generations though internet and mobile instant messaging platforms. In 2010, the Company expanded its business model and developed its first Facebook game and celebrity application. It also launched several retail space applications. With the change in focus, the Company migrated from an instant messaging Bot company to a full-service mobile application developer and marketer.

Note 2 Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the assets, liabilities and operating results of Reach Messaging Holdings, Inc. and its wholly-owned subsidiary, Reach Messaging, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Making estimates requires management to exercise 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 our estimates.

Such estimates and assumptions impact, among others, the valuation allowance for deferred tax assets, due to continuing and expected future losses.

Risks and Uncertainties

The Company operates in an industry that is subject to intense competition and change in consumer demand. The Company's operations are subject to significant risks and uncertainties including financial and operational risks including the potential risk of business failure. Also, see Note 3 regarding going concern matters.

Cash

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance, at times, may exceed federally insured limits.

The United States Congress has temporarily increased the Federal Deposit Insurance Corporation (FDIC) deposit insurance from $100,000 to $250,000 per depositor. At December 31, 2010 and December 31, 2009, respectively, the cash balance did not exceed the federally insured limits.

Accounts receivable and allowance for doubtful accounts

Accounts receivable represent trade obligations from customers that are subject to normal trade collection terms. The Company periodically evaluates the collectability of its accounts receivable and considers the need to establish an allowance for doubtful accounts based upon historical collection experience and specific customer information. Accordingly, the actual amounts could vary from the recorded allowances.

F-7

The Company does not charge interest on past due receivables. Receivables are determined to be past due based on payment terms of original invoices.

At December 31, 2010 and December 31, 2009, the Company did not record an allowance for doubtful accounts.

Share Based Payments

Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights, are measured at their fair value on the awards’ grant date, and are based on the estimated number of awards that are ultimately expected to vest. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments is recorded as a component of general and administrative expense.

Earnings (loss) per share

In accordance with accounting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “Earnings per Share,” basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to the dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes the dilutive potential of shares of common stock if their effect is anti-dilutive.

The computation of basic and diluted loss per share for the years ended December 31, 2010 and 2009 is equivalent since the Company reported a net loss and the effect of any common stock equivalents would be anti-dilutive. For the year ended December 31, 2010, there were approximately 701 million shares excluded from the calculation because they were anti-dilutive. For the year ended December 31, 2009, there were no potentially dilutive securities.

In July 2010, the Company executed a 5-1 forward Stock Split. All share and per share amounts have been retroactively restated.

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740 “Income Taxes”. Under FASB ASC 740, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial statement reported amounts at each period end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities.

FASB ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under FASB ASC 740, the impact of an uncertain tax position on the income tax returns may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. At December 31, 2010 and 2009, the Company had no unrecognized tax benefits.

Revenue Recognition and Customer Deposits

The Company records revenue when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) the product is delivered, (3) the sales price to the customer is fixed or determinable, and (4) collectability of the related customer receivable is reasonably assured. There is no stated right of return for products.

Bot sales revenue is recognized at the time of customer acceptance and deployment of the Bot. Hosting revenue is recognized monthly. Hosting services are invoiced to customers at the beginning of the month following the month services are provided. Advertising and sponsorships on owned Internet properties are sold on a cost per action ("CPA") basis and invoiced to the customer monthly based on the number and price per action at the end of each month. Marketing support revenue is generated as a result of the media and marketing services provided to support customer Internet marketing activities. When a sales arrangement contains multiple elements, such as marketing services, advertising and promotions, revenue is allocated to each element based on its relative fair value. When the fair value of an undelivered element cannot be determined, the Company defers revenue for the delivered elements until the undelivered elements are delivered. Payments received in advance of provision of services are deferred until earned.

F-8

During 2010, the Company had a 98% concentration of revenue with one customer.

Cost of Sales

Cost of sales represents costs directly related to the production of the Company’s Bots. Costs include Bot development, housing cost, advertising customization and programming.

Research and Development

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for accounts receivable, prepaid expenses, accounts payable and accrued expenses, and convertible notes payable is the approximate fair value based on the short-term maturity of these instruments.

Recent Accounting Pronouncements

In January 2010, the FASB issued updated guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. This update requires new disclosures on significant transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy (including the reasons for these transfers) and the reasons for any transfers in or out of Level 3. This update also requires a reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis. In addition to these new disclosure requirements, this update clarifies certain existing disclosure requirements. For example, this update clarifies that reporting entities are required to provide fair value measurement disclosures for each class of assets and liabilities rather than each major category of assets and liabilities. This update also clarifies the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. This update became effective for the Company with the interim and annual reporting period beginning January 1, 2010, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will become effective for the Company with the interim and annual reporting period beginning January 1, 2011. The Company will not be required to provide the amended disclosures for any previous periods presented for comparative purposes. Other than requiring additional disclosures, adoption of this update did not have a material effect on the Company's financial statements.

In April 2010, the FASB issued updated guidance that sets forth the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate for research and development arrangements. Specifically, consideration that is contingent upon the completion of a milestone may be recognized in its entirety as revenue in the period that milestone has been achieved if the milestone, in its entirety, meets all of the criteria to be considered substantive at the inception of an arrangement. This guidance is effective prospectively for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010 and applies to research or development deliverables under which the performance obligation is satisfied over a period of time and a portion, or all, of the consideration is contingent upon uncertain future events or circumstances. A reporting entity’s decision to use the milestone method of revenue recognition is a policy election. Since we do not currently have contracts that would qualify for the election of the milestone method, the adoption of this guidance will not have a material effect on the Company’s financial statements.

F-9

Management does not believe that any other recently issued, but not yet effective accounting standards, if adopted, will have a material effect on the Company’s financial statements.

Note 3 Going Concern

As reflected in the accompanying financial statements, the Company has a net loss and net cash used in operations of $4,471,275 and $814,416, respectively for the year ended December 31, 2010. The Company has an accumulated deficit of $4,793,340 at December 31, 2010.

The ability of the Company to continue its operations is dependent on management's plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term loans and notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence.

The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The Company believes its current available cash along with anticipated revenues may be insufficient to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all.

Because of the net losses and negative working capital position, the Company’s independent auditors, in their report on the Company’s financial statements for the year ended December 31, 2010, expressed substantial doubt about the Company’s ability to continue as a going concern. 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 accompanying 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.

In response to these problems, management is seeking additional debt and/or equity financing and assessing business markets and related opportunities so that revenues can be generated.

Note 4 Fair Value

The Company applies the accounting guidance under FASB ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions. This guidance defines fair value as 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.

F-10

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

● Level 1 – quoted market prices in active markets for identical assets or liabilities.

● Level 2 -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.

● Level 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.

At December 31, 2010 and 2009, the Company had no instruments that require additional disclosure.

Note 5 Share Exchange Agreement

On February 3, 2010, Reach Messaging, Inc. (“Reach”) entered into a Share Exchange Agreement with FormulaWon, Inc. (“FormulaWon”). FormulaWon issued 42 million (210 million as adjusted for the 5:1 stock split) of its common shares in exchange for 5.1 million common shares outstanding of Reach.

100% of Reach common stockholders elected to exchange their Reach shares for shares of FormulaWon. As a result of the exchange, the stockholders of Reach held a 44% controlling interest in the combined entity, after the exchange, which did not include the shares issued to investors in separate financing transactions or to consultants for their services rendered. FormulaWon had approximately 137 million shares of common stock outstanding prior to the transaction, and cancelled 77 million shares of common stock at the time of the transaction, resulting in approximately 60 million (300 million as adjusted for the 5:1 stock split) shares that were in existence at the time of the transaction.

As part of the share exchange, an additional 6 million (30 million as adjusted for the 5:1 stock split) restricted common shares were issued to an entity owned by David R. Wells, the former Chief Financial Officer, as compensation for future services. Such shares were valued at $0.05 per share, and compensation expense was being recognized over the 24-month period that the shares were to vest. Mr. Wells resigned in the third quarter of 2010. Upon his resignation, the unearned portion of his common shares, 17,000,000 (as adjusted for the 5:1 stock split), were cancelled. For the year ended December 31, 2010, the Company recognized compensation expense relating to these shares of $130,000.

Since the owners and management of Reach possessed voting and operating control of the combined company after the share exchange, the transaction constituted a reverse acquisition for accounting purposes, as contemplated by FASB ASC 805-40 and corresponding ASC 805-10-55-10, 12 and 13. Under this accounting, the entity that issues shares (FormulaWon – the legal acquirer) is identified as the acquiree for accounting purposes. The entity whose shares are acquired (Reach) is the accounting acquirer.

In addition, FormulaWon was characterized as a non-operating public shell company, pursuant to SEC reporting rules. The SEC staff considers a reverse-acquisition with a public shell to be a capital transaction, in substance, rather than a business combination. The transaction is effectively a reverse recapitalization, equivalent to the issuance of stock by the private company for the net monetary assets of the shell corporation accompanied by a recapitalization. The accounting is similar to that resulting from a reverse acquisition, except that the transaction was consummated at book value and no goodwill or intangible assets were recognized.

For SEC reporting purposes, Reach is treated as the continuing reporting entity that acquired FormulaWon (the historic shell registrant). The reports filed after the transaction have been prepared as if Reach (accounting acquirer) were the legal successor to FormulaWon’s reporting obligation as of the date of the acquisition. Therefore, all financial statements filed subsequent to the transaction reflect the historical financial condition, results of operations and cash flows of Reach, for all periods presented.

F-11

In connection with the reverse acquisition and recapitalization, all share and per share amounts of Reach have been retroactively adjusted to reflect the legal capital structure of FormulaWon pursuant to FASB ASC 805-40-45-1.

Note 6 Loans Payable

During the year ended December 31, 2009, the Company entered into two convertible debentures in the aggregate amount of $58,000. The notes were due on July 15, 2010. They bore interest at the rate of 10% per annum which was payable upon the maturity date. The notes could be voluntarily converted into restricted common shares of the Company at a price of $0.05 per share.

On October 1, 2010, the Company entered into a new loan agreement with four (4) investors for the purchase and sale of convertible promissory notes in an aggregate principal amount of $363,706. The new loan agreement consisted of cash of $300,000 and the exchange of the two past-due convertible debentures for the principal amount of $58,000, plus accrued interest, for a total exchange of $63,706. The note contained the following features:

i.	Conversion Price: $0.002

ii.	Maturity date: October 1, 2013

iii.	Interest rate - 5% per year with no payment obligation until maturity on October 1, 2013.

iv.	The conversion price shall be adjusted in the event of a stock split or similar recapitalization of the outstanding shares.

v.	The right to convert is limited such that the holder of the note may not convert into shares if such conversion would cause such holder’s beneficial ownership of the Company’s shares to exceed 9.9% of the total outstanding shares of the Company.

Each investor received a warrant to purchase the number of shares equal to two times the number of shares issuable upon full conversion of the principal amount of the notes (up to an aggregate of 363,704,660 shares). The warrants contained the following features:

vi.	Conversion Price: $0.004

vii.	Maturity date: October 1, 2013

viii.

The conversion price shall be adjusted in the event of a stock split or similar recapitalization of the outstanding shares.

ix.	The right to exercise is limited such that the holder of the Warrant may not exercise the Warrant to purchase shares if such exercise would cause such holder’s beneficial ownership of the Company’s shares to exceed 9.9% of the total outstanding shares of the Company.

The fair value of the warrants exceeded the amount of the cash received in the financing. Therefore, a note discount in the amount of $300,000 (the amount of cash received) was recorded against the note payable. During the year ended December 31, 2010, $25,000 of the note discount was amortized into interest expense. At December 31, 2010, the balance of the note discount was $275,000. The remaining amortization period for the discount is 1.75 years.

During the year ended December 31, 2010, the amount of interest expense incurred on these notes was approximately $9,100, of which approximately $4,450 was capitalized into the principal balance of the refinanced notes and $4,600 was accrued as of December 31, 2010.

At December 31, 2010, the value of the convertible notes as if they had been converted into shares of the Company’s common stock, exceeded the principal of the notes by approximately $2.9 million.

In connection with this loan agreement, the Company issued 22,000,000 shares of common stock as a payment for a finder’s fee. The stock had a fair value of $220,000 on the date of grant.

Note 7 Stockholders’ Equity

(A)	Stock and Warrants Issued for Services

In February 2010, the Company issued 12,000,000 (60,000,000 as adjusted for the 5:1 stock split) shares of restricted common stock for consulting services, having a fair value of $600,000 ($0.05/share), based upon the fair value of the services rendered. As of December 31, 2010, the Company expensed this stock issuance as a component of general and administrative expense due to termination of the consulting agreement.

F-12

In September 2010, the Company issued 130,000,000 shares of restricted common stock for compensation, having a fair value of $1,300,000 ($0.01/share), based upon the closing stock price on the date of grant. As of December 31, 2010, the Company expensed this stock issuance as a component of general and administrative expense.

In September 2010, the Company issued 11,500,000 shares of restricted common stock for legal services, having a fair value of $115,000 ($0.01/share), based upon the closing stock price on the date of grant. As of December 31, 2010, the Company expensed this stock issuance as a component of general and administrative expense.

In September 2010, the Company issued 153,000,000, 3 years warrants, having a fair value of $1,351,333, for services rendered. Of the total warrants issued, 130,000,000 were issued to employees, which included 43,333,333 to the Company’s Chief Executive Officer.

Fair value of the warrants issued for services in 2010 was based upon the following management assumptions:

Exercise price	$	0.004
Expected life	3 years
Expected volatility		150	%
Expected dividends		0.00	%
Risk free interest rate		0.64	%
Expected forfeitures		0.00	%

In November 2010, the Company cancelled 17,000,000 shares of common stock, that had a fair value of $170,000 on the date of grant, originally granted to its former CEO for consulting services. Upon cancellation, the Company reversed this expense as a component of general and administrative expense.

The Company did not issue any warrants in 2009. A summary of the 2010 warrant activity and related information is as follows:

	2010
Warrant Summary	Warrants		Wt Average Exercise Price ($)
Outstanding-beginning of year		—	$	—
Granted		516,704,660		0.004
Exercised		—		—
Forfeited/Expired		—		—

Outstanding-end of year		516,704,660	$	0.004

For the year ended December 31, 2010, the weighted average fair value of the warrants on their grant dates was $0.01 per share.

The following table summarizes the number of warrants, the weighted average exercise price, and weighted average life (by years) by price for both total outstanding warrants and total exercisable warrants as of December 31, 2010.

		Total Outstanding and Exercisable
Price		# of Warrants		Wt Average Exercise Price ($)		Life
$	0.004		516,704,660		0.004		2.8

The intrinsic value of exercisable warrants at December 31, 2010 was approximately $8,267,000.

(B)	Stock issued for Cash

In February 2010, under the terms of a private placement, the Company issued 7,300,000 (36,500,000 as adjusted for the 5:1 stock split) shares of common stock for $365,000 ($0.05/share). The Company paid $18,400 in compensation in the form of 368,000 shares of restricted common stock in connection with these sales.

In April 2010, under the terms of a private placement, the Company issued 4,400,000 (22,000,000 as adjusted for the 5:1 stock split) shares of common stock for $220,000 ($0.05/share).

F-13

Note 8 Contingencies

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect on its business, financial condition or operating results.

Note 9 Income Taxes

The following table presents the current and deferred income tax provision (benefit) for federal and state income taxes:

	2010			2009
Current tax provision:
Federal	$	-		$	-
State		-			-

		-			-
Deferred tax provision (benefit):
Federal		(331,000	)		(69,000	)
State		(57,000	)		(12,000	)
Valuation allowance		388,000			81,000

		-			-

Total provision (benefit) for income taxes:	$	-		$	-

Current income taxes (benefits) are based upon each year’s income taxable for federal reporting purposes. Deferred income taxes (benefits) are provided for certain income and expenses, which are recognized in different periods for tax and financial reporting purposes.

Deferred tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income.

Significant components of the Company’s net deferred tax asset or liability at December 31, 2010 and 2009 are as follows:


	2010			2009
Net operating loss	$	516,000		$	128,000
Valuation allowance		(516,000	)		(128,000	)

Net deferred tax assets	$	-		$	-

In assessing the realizability of deferred tax assets at December 31, 2010 and 2009, management considered whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, the projected future taxable income and tax planning strategies in making this assessment. Based on management’s analysis, they concluded not to retain a deferred tax asset since it is uncertain whether the Company can utilize this asset in future periods. Therefore, they have established a full reserve against this asset. The valuation allowance was $516,000 and $128,000 for the years ended December 31, 2010 and 2009.

A reconciliation of the expected tax computed at the U.S. statutory federal income tax rate to the total benefit for income taxes at December 31, 2010, 2009 and 2008 follows:


	2010			2009
Expected tax at 34%	$	(1,520,000	)	$	(69,000	)
State tax, net of federal benefit		(261,000	)		(12,000	)
Non-deductible expenses		1,393,000			-
Change in valuation allowance		388,000			81,000

Provision (benefit) for income taxes	$	-		$	-

At December 31, 2010, the Company had federal net operating loss carryforwards of approximately $1,297,000. The federal loss carryforwards begin to expire in 2030 unless previously utilized.

Pursuant to Internal Revenue Code Section 382, the use of net operating loss carryforwards will be limited if a cumulative change in ownership of more than 50% has occurred within a three-year period.

The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of December 31, 2010 and 2009, there was no accrued interest and penalties related to uncertain tax positions.

The Company is subject to taxation in the U.S. and California. The tax years for 2007 and forward are subject to examination by tax authorities. The Company is not currently under examination by any tax authority.

Note 10 Related Party Transactions

During the year ended December 31, 2010, the Company used consulting services provided by the CEO’s wife and incurred approximately $43,000 for consulting fees. At December 31, 2010, $2,450 was owed to this consultant.

Note 11 Subsequent Events

In 2011, the Company entered into compensation agreements with its two independent board members. The Company agreed to issue 250,000 shares of common stock to each independent board member for each quarter that they serve on the board.

On February 10, 2011, the Company entered into a financing agreement with one investor for the purchase and sale of a convertible promissory note in the amount of $50,000. The note accrues interest at 5% per annum, which is due and payable with the principal amount of $50,000 on February 10, 2014. Principal and accrued interest are convertible at the election of the note holder into shares of the Company’s common stock at a conversion price initially equal to $0.0025 per share. The conversion price shall be adjusted in the event of a stock split or similar recapitalization of the outstanding shares. The note may be prepaid at any time, subject to advance notice to the holder and an opportunity to convert the note into shares of common stock prior to repayment. The right to convert is limited such that the holder of the note may not convert into shares if such conversion would cause such holder’s beneficial ownership of the Company’s shares to exceed 9.9% of the total outstanding shares of the Company and in no event is convertible with respect to any principal amount that is pre-paid prior to April 10, 2011. The Company shall be required to repay all of the principal and accrued interest on the note in the event that the Company receives a minimum of $200,000 in equity financing from certain sources as defined in the note agreement.

On February 25, 2011, in connection with the note issued on February 10, 2011, the Company entered into a second, related, financing with one investor for the purchase of 30,000,000 shares of the Company’s common stock and 30,000,000 three-year penny warrants for $150,000 cash. Out of these funds, it was required that $25,000 be used to repay one half of the $50,000 loan referred to above. Thus, the outstanding balance of the February 10, 2011 Note is $25,000. The warrant may not be exercised if such exercise would cause the investor to beneficially own more than 9.9% of the shares of the Company’s common stock immediately after the exercise.

On March 8, 2011, the Company entered into a financing agreement with one investor for the purchase and sale of a convertible promissory note in the amount of $27,500. The note required a closing fee of $2,500 and accrues interest at 8% per annum, which is due and payable with the principal amount of $27,500 on December 8, 2011. Starting September 8, 2011, the principal and accrued interest are convertible at the election of the note holder into shares of the Company’s common stock at a conversion price initially equal to 55% of the average of the three lowest trading prices during the 10-day period prior to conversion. The conversion price shall be adjusted in the event of a stock split or similar recapitalization of the outstanding shares. The note may be prepaid at any time, subject to advance notice to the holder and an opportunity to convert the note into shares of common stock prior to repayment and with a significant pre-payment penalty. The right to convert is limited such that the holder of the note may not convert into shares if such conversion would cause such holder’s beneficial ownership of the Company’s shares to exceed 4.99% of the total outstanding shares of the Company.

F-14

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

On July 30, 2010, Bartolomei Pucciarelli, LLC (“BPLLC”) resigned as the independent registered public accounting firm of Reach Messaging Holdings, Inc. (the “Company”). On July 30, 2010, the Company engaged the accounting firm of Gumbiner Savett, Inc. (“Gumbiner”) as the Company’s new independent registered public accounting firm, effective as of July 30, 2010. This action was approved by the Company’s Board of Directors. The details of the resignation and appointment are described in more detail in the Current Report on Form 8-K we filed with the SEC on August 9, 2010.

ITEM 9A (T). CONTROLS AND PROCEDURES

Regulations under the Securities Exchange Act of 1934 require public companies to maintain “disclosure controls and procedures,” which are defined 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 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

We conducted an evaluation, with the participation of our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the period covered by this Report. Based on that evaluation, our Chief Executive Officer has concluded that as of December 31, 2010, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below. The Chief Executive Officer, Shane Gau, is serving as the sole Financial Executive and thus there is no second person involved with any controls, reporting, or other financial functions.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following three material weaknesses in our disclosure controls and procedures:

1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

3. We do not have review and supervision procedures for financial reporting functions. The review and supervision function of internal control relates to the accuracy of financial information reported. The failure to review and supervise could allow the reporting of inaccurate or incomplete financial information. Due to our size and nature, review and supervision may not always be possible or economically possible. Management evaluated the impact of our significant number of audit adjustments and has concluded that the control deficiency that resulted represented a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Remediation of Material Weaknesses

We have or will retain the services of personnel with experience in financial reporting to assist us with the process of implementing internal controls to remediate these material weaknesses. Written documentation of the internal controls of financial reporting will be prepared after our material weaknesses have been eliminated and our disclosure controls and procedures are effective.

We anticipate that our internal controls will be implemented, tested, deficiencies remediated and documented by September 30, 2011.

Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, a company's principal executive and principal financial officers and effected by a company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that:

·	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

·	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

·	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of December 31, 2010, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of written documentation of internal control policies and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) lack of review and supervision over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer and our Chief Financial Officer in connection with the audit of our financial statements as of December 31, 2010

Management believes that the lack of documentation of internal controls did not have an effect on our financial results. However, management believes that the lack of segregation of duties, and a lack of review and supervision of reporting could result in a material misstatement in our financial statements in future periods.

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

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2010, the Company has retained a consultant and hired personnel with financial reporting expertise to oversee and prepare the Company’s financial reporting. The changes made by these individuals to our internal control over financial reporting included the following:

·	Timely filing of reporting information.

·	Review of financial reporting information by personnel with sufficient experience.

·	Proper application of generally accepted accounting principles.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Departure and Appointment of Officers and Directors

(a)	Departure of Directors

Effective August 31, 2010, David R. Wells resigned as Chief Financial Officer and member of the Board of Directors. His resignation was not the result of any disagreements with us on any matters relating to our operations, policies and practices. Effective November 5, 2010, Jason Campbell resigned as our Chief Technology Officer and member of the Board of Directors. His resignation was not the result of any disagreements with us on any matters relating to our operations, policies and practices.

(b)	Appointment of Directors

Effective February 2, 2011, Robert Shelton, Jr. and Jackie Young were appointed as members of our board of directors.

(c)	Departure of Officers

(d)	Appointment of Officers

Current Management

The following table identifies our current executive officers and directors, their respective offices and positions, and their respective dates of election or appointment:

Name		Age		Position		Effective Date of Appointment
Shane Gau		46		Chairman of the Board and Chief Executive Officer		February 3, 2010

Each director will hold office until the next annual meeting of stockholders and until his successor has been elected and qualified.

Business Experience

The following summarizes the occupation and business experience of our officers and directors:

Shane Gau, Chief Executive Officer and Chairman

Shane Gau spent 12 years at AOL in numerous product and programming roles, including as the principal product manager leading the AOL email and AIM product lines. He was also instrumental in launching Video@AOL. For the last 4 years, Mr. Gau served as the programming director for AOL Network Solutions, where he launched and oversaw the AIM Bot and Expressions programs. Under his leadership, he grew the IP Bot relay program into a $3 million per year business and the AIM Expressions program generated over $2.5 million in 2009. Mr. Gau also grew the stable of AIM bots from 5 to over 100 and oversaw numerous initiatives that enabled partners to expand their reach on the AOL network. Prior to joining AOL, Mr. Gau served 6 years as a US Navy Intel officer. He is fluent in French and Russian. Mr. Gau holds his undergraduate degree in Political Science from Catholic University, University of the State of New York and a graduate degree in language from the Defense Language Institute.

Family Relationships

There are no family relationships between the officers or directors of Reach Messaging.

Involvement in Legal Proceedings

None.

Code of Ethics

The Company had not adopted a code of ethics as of December 31, 2010. The Company expects that a code of ethics will be adopted during the 2011 fiscal year.

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

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers, and persons who own more than 10% of the Company's Common Stock, to file with the Securities and Exchange Commission initial reports of beneficial ownership and reports of changes in beneficial ownership of Common Stock of the Company. Officers, directors and greater than 10% stockholders are required by the Securities and Exchange Commission to furnish the Company with copies of all section 16(a) reports they file.

The Board of Directors and Committees

Our board of directors does not maintain a separate audit, nominating or compensation committee. Functions customarily performed by such committees are performed by its board of directors as a whole. We are not required to maintain such committees under the applicable rules of the OTCBB. We currently have not appointed an “audit committee financial expert”.

We do not currently have a process for security holders to send communications to the board of directors.

Director Independence

Our common stock is quoted on the OTCBB and, therefore, we are not required to maintain a board consisting of majority independent directors and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include "independent" directors. Our board of directors reviewed the independence of the directors using the criteria established by the American Stock Exchange and NYSE Alternext and none of our directors were independent based on such criteria.

ITEM 11.EXECUTIVE COMPENSATION

Summary Compensation Tables

The following summary compensation table indicates the cash and non-cash compensation earned for years ended December 31, 2010 and 2009 by our Chief Executive Officer, Chief Financial Officer and each of our other two highest paid executives, whose total compensation exceeded $100,000 (if any) for the years ended December 31, 2010 and 2009.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year		Salary ($)	Bonus ($)		Stock Awards ( $)	Option Awards ($)		Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ( $)	Total ($)
Shane Gau,		2010	-0-		-0-	-0-		-0-	-0-		-0-	-0-		-0-
current CEO (1)		2009	-0-		-0-	-0-		-0-	-0-		-0-	-0-		-0-

David R. Wells,		2010	-0-		-0-	-0-		-0-	-0-		-0-	-0-		-0-
CFO (2)		2009	-0-		-0-	-0-		-0-	-0-		-0-	-0-		-0-

Fitra Irani,		2010	-0-		-0-	-0-		-0-	-0-		-0-	-0-		-0-
former sole officer (3)		2009	-0-		-0-	-0-		-0-	-0-		-0-	-0-		-0-

(1)	Shane Gau became the Company’s Chief Executive Officer on February 3, 2010. Mr. Gau is not compensated for his services as a director of the Company.

(2)	David Wells became the Company’s Chief Financial Officer on February 3, 2010 and resigned August 31, 2010. Mr. Wells is not compensated for his services as a director of the Company.

(3)	Fitra Irani was the Company’s former sole officer from inception until February 3, 2010.

Outstanding Equity Awards at Fiscal Year-End

There were no unexercised options, unvested stock awards or equity incentive plan awards for any of the above-named executive officers outstanding as of December 31, 2010.

Employment Agreements

We entered into an employment agreement with Shane Gau on February 3, 2010 to become our Chief Executive Officer. We have agreed to pay to Mr. Gau a salary of $180,000 per year. Mr. Gau will be eligible to receive a performance bonus of up to 50% of his annual compensation, which, if earned, will be paid one-half in cash and one-half in shares of the Company’s common stock. The performance bonus will be paid upon the executive achieving certain objectives during the 2010 fiscal year. The Board of Directors has approved a bonus of $90,000, payable half in cash and half in common stock, for Mr. Gau for the year 2010. This compensation can be accrued based on our cash demands, and our available cash balances as payment of wages and bonuses come due.

Director Compensation

For the year ended December 31, 2010, none of the members of our board of directors received compensation for his service as a director. Directors currently receive 250,000 shares of common stock in the Company for each quarter of service.

Indemnifications of Directors And Executive Officers And Limitations of Liability

We are a Delaware corporation, and accordingly, we are subject to the General Corporation Law of the State of Delaware. Article XII of our articles of incorporation contains the following indemnification provision for our directors and officers:

No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director, Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

Such indemnification provision may be sufficiently broad to permit indemnification of our executive officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officers and controlling persons pursuant to the foregoing provision, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. No pending material litigation or proceeding involving our directors, executive officers, employees or other agents as to which indemnification is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for indemnification by any of our directors or executive officers.

We currently carry directors’ and officers’ liability insurance covering our directors and officers Insofar as indemnification for liabilities under the Act may be permitted to directors, officers, or persons controlling the Company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 25, 2011, by: (i) each person known to beneficially own more than five percent of our common stock; (ii) each of our officers, directors and nominees for election as director; and (iii) all of our directors and executive officers as a group.

The number of shares beneficially owned by each director or executive officer is determined under rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under the SEC rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power. In addition, beneficial ownership includes any shares that the individual has the right to acquire within 60 days. Unless otherwise indicated, each person listed below has sole investment and voting power (or shares such powers with his or her spouse). In certain instances, the number of shares listed includes (in addition to shares owned directly), shares held by the spouse or children of the person, or by a trust or estate of which the person is a trustee or an executor or in which the person may have a beneficial interest.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership2		Percentage Owned Beneficially3
Common Stock	Shane Gau (1)		113,333,333		14.0	%
Common Stock	All officers and directors of the Company as a group (three persons)		113,333,333		14.0	%

(1) An officer and director of the Company. The address for each officer and director is in care of the Company at 44081 Pipeline Plaza, Suite 310, Ashburn VA 20148.

(2) Unless otherwise indicated, all shares are directly owned and investing power is held by the persons named in the table.

(3) Based upon 837,526,530 shares of Common Stock outstanding as of March 25, 2011.

Equity Compensation Plan Information

As of December 31, 2010, we did not have any equity compensation plan in effect.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

Share Exchange Agreement

On February 3, 2010, we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) by and between FormulaWon, Inc., a Delaware corporation and Reach Messaging, Inc., a California corporation. The closing of the transaction (the “Closing”) took place on February 3, 2010 (the “Closing Date”). On the Closing Date, pursuant to the Share Exchange Agreement, the stockholders of Reach Messaging exchanged 42,000,000 shares of common stock of Reach Messaging, representing 100% of the issued and outstanding stock of Reach Messaging, for 42,000,000 newly issued shares of the Company’s common stock, par value $0.001 per share, representing 44% of the Company’s issued and outstanding common stock, not including the shares issued to investors in our financing transaction or to consultants for their services rendered.

Management Services Agreement

The Company entered into a Management Services Agreement on October 1, 2007 with Blue Wave Advisors LLC ("the Manager"), which is owned by a stockholder of the Company. The Manager collects accounts receivable and pays some of the operating expenses of the Company. The Manager then deposits funds into the Company's operating account on an as-needed basis. The Manager and the Company account for the transactions in a due to/due from account. At December 31, 2009 and December 31, 2008, the stockholder contributed to capital any balance due from the Company to the Manager.

For the year ended December 31, 2009, the stockholder collected $101,104 in Company revenues, paid $73,025 in operating expenses and deposited $140,000 in the Company operating account to cover additional operating expenses. The stockholder notified the Company that the balance due the stockholder of $111,921 from the Company should be recorded as additional paid in capital.

For the year ended December 31, 2008, the stockholder collected $171,352 in Company revenues, paid $47,345 in operating expenses and deposited $211,124 in the Company operating account to cover additional operating expenses. The Company has a payable balance of $87,317 due to the stockholder as of December 31, 2008.

As of October 1, 2009, the Manager and the Company ended its relationship and the Company has no further obligation under the Management Services Agreement.

Director Independence

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

	2010		2009

Fee Category:
Audit fees	$	46,000	$	23,000
Tax fees		--		--
All other fees		--		--

	$	46,000	$	23,000

The following is a summary of the fees billed to us by Gumbiner Savett, Inc. and Bartolomei Pucciarelli, LLC for professional services rendered for the fiscal years ended December 31, 2010 and 2009:

Audit Fees consists of fees billed for professional services rendered for the audit of our financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by Gumbiner Savett, Inc. and Bartolomei Pucciarelli, LLC in connection with our statutory and regulatory filings or engagements.

Audit-Related Fees consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees”.

Tax Fees consists of fees billed for professional services for tax compliance, tax advice and tax planning.

All Other Fees consists of fees for products and services other than the services reported above.

We do not have an audit committee. Our board of directors pre-approves all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval would generally be provided for up to one year and any pre-approval would be detailed as to the particular service or category of services, and would be subject to a specific budget. The independent auditors and management are required to periodically report to the board of directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed. The board of directors may also pre-approve particular services on a case-by-case basis.

ITEM 15. EXHIBITS.

The following exhibits are filed herewith or incorporated by reference:

Exhibit Number		Description
2.1		Share Exchange Agreement by and among FormulaWon, Inc. and Reach Messaging, Inc. (1)
3.1		Certificate of Incorporation (2)
3.2		Amendment to Certificate of Incorporation (3)
3.3		Bylaws (2)
10.1		Employment Agreement dated March 11, 2008 with Fitra Iriani (2)
10.2		Subscription Agreement dated February 3, 2010 (1)
10.3		Employment Agreement dated February 3, 2010 with Shane Gau (1)
10.4		Employment Agreement dated February 3, 2010 with David R. Wells (1)
16.1		Letter regarding Change in Certifying Accountant (4)
31.1		Section 302 Certificate by the Company’s Chief Executive Officer*
31.2		Section 302 Certificate by the Company’s Chief Financial Officer*
32.1		Section 906 Certificate by the Company’s Chief Executive Officer*
32.2		Section 906 Certificate by the Company’s Chief Financial Officer*

* Filed herewith.

(1)	Incorporated by reference from Registrant’s Current Report on Form 8-K, filed with the Commission on February 5, 2010, and incorporated herein by reference.

(2)	Incorporated by reference from Registrant's Registration Statement on Form S-1, filed with the Commission on April 24, 2008, and incorporated herein by reference.

(3)	Incorporated by reference from Registrant's Current Report on Form 8-K, filed with the Commission on April 8, 2010, and incorporated herein by reference.

(4)	Incorporated by reference from Registrant's Current Report on Form 8-K, filed with the Commission on February 9, 2010, and incorporated herein by reference.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	REACH MESSAGING HOLDINGS, INC.

April 15, 2011	By:	/s/ Shane Gau
		Shane Gau
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report 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

/s/ Shane Gau	Chief Executive Officer and Chairman	April 15, 2011
Shane Gau

Attached files

Formulawon, Inc Reports

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