PrismOne Group, Inc. - FORM 10-K

Attached files

file	filename
EX-31.1 - EXHIBIT 31.1 - PrismOne Group, Inc.	ex31_1.htm
EX-32.1 - EXHIBIT 32.1 - PrismOne Group, Inc.	ex32_1.htm
EX-31.2 - EXHIBIT 31.2 - PrismOne Group, Inc.	ex31_2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

[X]		ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the fiscal year ended December 31, 2010
[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
			For the transition period from _________ to ________
			Commission file number: 333-147835

PrismOne Group, Inc.
(Exact name of registrant as specified in its charter)
Nevada	20-8768424
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
146 W. Plant Street, Suite 300, Winter Garden, Florida	34787
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number: 321-292-1000

Securities registered under Section 12(b) of the Exchange Act:
Title of each class	Name of each exchange on which registered
None	not applicable
Securities registered under Section 12(g) of the Exchange Act:
Title of class
None

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

Indicate by checkmark 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 [ ]

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 [ ] No [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] 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. $340,000.12

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 22,731,503 as of April 15, 2011.

Table of Contents

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	6
Item 2.	Properties	6
Item 3.	Legal Proceedings	6
PART II
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 8.	Financial Statements and Supplementary Data	13
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	14
Item 9A(T).	Controls and Procedures	14
Item 9B.	Other Information	16
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	17
Item 11.	Executive Compensation	21
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	24
Item 13.	Certain Relationships and Related Transactions, and Director Independence	25
Item 14.	Principal Accountant Fees and Services	25
PART IV
Item 15.	Exhibits, Financial Statement Schedules	26

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PART I

Item 1. Business

Company Overview

PrismOne Group, Inc., a Nevada corporation, is in the business of developing ideas into practical solutions that incorporate non-traditional process review and technology, and driven by the ambition to make our clients lifestyle and workscape easier by applying non-traditional thinking to real world challenges.

Over the past five years, we have taken that approach and developed relevant solutions that address the current challenges in the market. We address the challenge, conceptualize a solution, develop a prototype, and operate the solution to gain real-world insight and feedback prior to marketing to potential clients. Core to any solution is the focus to enable and support our client’s business sustainability efforts to enhance overall operational efficiencies and corporate social responsibility initiatives by deploying technologies and processes to reduce their environmental and energy impact via verifiable and documented means. We currently provide consulting, design, procurement, installation, integration, support and management services related to our Solutions & Services, and are continually refining our Service offerings through research and assessments. The Company has two office locations in Central Florida. Our principal executive offices are located at 146 W. Plant Street, Suite 300, Winter Garden, Florida 34787.

Our Solutions and Services

PrismOne Quartz

Our first solution, rebranded as PrismOne Quartz, is a managed technology service targeted to vertical market clients with either a high number of employees, multi-locations, or growth challenges.

PrismOne Quartz is comprised of three major components – QuartzCore, QuartzLink, & QuartzServices. QuartzCore includes all the pieces of PrismOne technology and infrastructure needed for your application, specified to work together and configured for optimal performance. QuartzLink is the API that enables efficient integration between QuartzCore components. This technology enables clients to maximize efficiencies and return from their investment. QuartzServices are the services developed by PrismOne and marketing to small businesses to utilize and enjoy the capabilities enterprise clients have at small business prices.

PrismOne utilizes Quartz to provide and manage communications, multimedia and other network systems for businesses, buildings, and communities. For businesses, PrismOne Quartz addresses the complexities and frustrations of selecting and managing business operations infrastructure. Quartz was designed to enable business with aspirations to expand or wary of the uncertainties that lay ahead to secure flexibility and be ready for the realities of fickle business economics. Quartz delivers an integrated enterprise class equipment and software to deliver a flexible commercial quality Business Infrastructure platform that includes VoIP communications, Network Infrastructure, Remote location VPN and integration.

For buildings and communities, we work with builders and architects to include wiring for networking and automation in buildings as they are constructed. We obtain from suppliers, and provide to our customers, networking equipment and hardware to enable efficient use and management of computer networks, building controls, telephony, and even manufacturing or other industrial equipment as required by our customers. We integrate all of the systems together, so that businesses or building managers may easily and efficiently consolidate and manage their network infrastructure, communications, multimedia, security, operations, and environment needs. Thus, we seek to eliminate the difficulty and frustration of trying to operate numerous, separate systems from a variety of service providers, as well as provide the convenience of remotely monitoring and controlling a variety of systems. We currently provide consulting, design, procurement, installation, integration, support, and management services related to our Products, and we are continually refining our Product offerings through research and assessments.

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QuartzPRISM (Presence Response and Integrated Systems Management) was announced and began development as a concept to create a integrated controller to locally run Quartz functionality and to provide additional presence sensing features that would manage a location via rule sets and preferences dynamically applied via artificial intelligence (AI) algorithms. QuartzPRISM has been put on indefinite hold due to the impact of the financial markets on housing and construction industry.

We currently offer PrismOne QuartzServices in the following areas:

Computer Networking

We currently install and configure LANs, VPNs, Intranets, and Extranets to interconnect computers and other network-capable equipment for businesses, office buildings, and industrial facilities. This includes installing network servers, providing access to the internet, and providing management software to allow for network oversight and control both locally and remotely. The networks are the backbone of the other Products and Services we provide. By interconnecting all of the computer, communications, multimedia, security, HVAC, industrial, and other devices, we allow control of all these systems and devices through our management software, which can be accessed either locally or remotely through the internet, cell phones, or PDAs.

Communications

We offer Voice-over-Internet protocol (VoIP), a protocol optimized for the transmission of voice through the Internet or other packet-switched networks. VoIP is often used abstractly to refer to the actual transmission of voice (rather than the protocol implementing it). This latter concept is also referred to as IP telephony, Internet telephony, voice over broadband, broadband telephony, and broadband phones. Using a single network to carry voice and data is cost-efficient, especially where users have underused network capacity that can carry VoIP at no additional cost. VoIP-to-VoIP phone calls are sometimes free, while VoIP calls connecting to public switched telephone networks (VoIP-to-PSTN) may have a cost that is borne by the VoIP user. Voice-over-IP systems carry telephony signals as digital audio, typically reduced in data size through speech data compression techniques, encapsulated in a data-packet stream over IP.

We also offer On-Demand Provisioning to our clients. Through this unique service, clients have access to as many telephone lines as they need at any given time, rather than having a set number of lines. This eliminates concerns that incoming calls might be missed if all of a company’s lines are in use. Similarly, with On-Demand Provisioning, sales personnel and other employees never need to wait until a line is available to place an outgoing call because the number of lines available expands as demand expands and contracts as demand falls. Clients are then billed for their telecommunication usage on a monthly basis, based upon the average number of lines they use during the month.

Multimedia

Conference rooms or presentation rooms are pre-wired by us for Surround Sound and any other multimedia accessories. Proper wiring infrastructure brings the highest quality digital television signals to every room. Early in the design process, we work directly with the architect to design spaces that are ideal for multimedia presentations, video conferences, and other events.

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Competition for Quartz

We compete with a number of established companies that provide networking and communications solutions to business owners as well as those that sell and install Building Automation Systems. Companies who now specialize in residential systems also provide products and equipment to businesses, or could easily enter this market should they desire to do so. These companies enjoy brand recognition which exceeds that of our brand name. We compete with companies that have significantly greater financial, distribution, advertising, and marketing resources than we do.

We compete primarily on the basis of quality, brand name recognition, and price. We believe that our success will depend upon our ability to remain competitive in our product areas. The failure to compete successfully in the future could result in a material deterioration of customer loyalty and our image and could have a material adverse effect on our business.

PrismOne EMERALD

PrismOne EMERALD (Enhanced Material Management and Electronic Reporting with Auditable Life-cycle Documentation), is a web-based Environmental Management System that tracks and certifies the volume of waste stream that is diverted from landfill for select clients. The project was conceptualized and developed as a reaction to observing the lack of reporting and verification process of a large global entertainment company’s sustainability efforts. To gain necessary insight and real-world feedback, PrismOne beta tested EMERALD during the fourth quarter 2010 and compiled a network of waste processors, recycling centers, charities, waste-to-energy facilities, and composters, transportation and logistics companies to provide a comprehensive waste diversion eco-system that strives to reduce waste to landfill and secure zero waste certification for our clients.

During the course of 2011, PrismOne will continue to develop and enhance EMERALD to incorporate client beta comments as well as address local municipal, State and Federal suggestions and mandates. Additionally PrismOne will engage with other current and potential clients to introduce them to EMERALD. Our expectations are for the gradual increase in quantity managed by EMERALD which has seen a 100% increase month over month. EMERALD will integrate with other offerings from PrismOne currently under development that will provide total asset life-cycle tracking and management from acquisition to eventual disposition.

Competition for EMERALD

The PrismOne EMERALD platform is designed to work with and integrate into the existing market place that includes a number of established companies that provide sustainability consulting and diversion services to business, building owners, and municipalities. Companies who now specialize in waste management industry could easily enter this market should they desire to do so or partner with PrismOne to enhance their services. These companies enjoy brand recognition which exceeds that of our brand name. We compete with companies that have significantly greater financial, distribution, advertising, and marketing resources than we do.

We compete primarily on the basis of quality, value recognition, and price. We believe that our success will depend upon our ability to remain competitive in our product areas. The failure to compete successfully in the future could result in a material deterioration of customer loyalty and our image and could have a material adverse effect on our business.

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Intellectual Property

We will apply for patent protection and/or copyright protection in the United States. We intend to undertake the process to trademark our logo, name, and other branding assets.

We intend to aggressively assert our rights under trade secret, unfair competition, trademark and copyright laws to protect our intellectual property, including product design, proprietary manufacturing processes and technologies, product research and concepts and recognized trademarks. These rights are protected through the acquisition of patents and trademark registrations, the maintenance of trade secrets, the development of trade dress, and, where appropriate, litigation against those who are, in our opinion, infringing these rights.

While there can be no assurance that registered trademarks will protect our proprietary information, we intend to assert our intellectual property rights against any infringer. Although any assertion of our rights can result in a substantial cost to, and diversion of effort by, our company, management believes that the protection of our intellectual property rights is a key component of our operating strategy.

Regulatory Matters

We are unaware of and do not anticipate having to expend significant resources to comply with any governmental regulations of our industry. We are subject to the laws and regulations of those jurisdictions in which we plan to sell our product, which are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. Aside from standard local and national building codes, the computer networking and building automation industries are not generally subject to special regulatory and/or supervisory requirements.

Employees

In addition to our officers and directors, we currently have a total of 4 employees, all of which are full time. We also engage various non-employee consultants from time to time as needed. Our President oversees all administration and business development.

Item 1A. Risk Factors.

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

Item 2. Properties

Our principal executive offices are located at 146 West Plant Street, Suite 300, Winter Garden, FL 34787. We occupy approximately 3,290 square feet of space at this location. All lease costs except for monthly utilities and all other miscellaneous costs are included in the Management Agreement with Burshan LLC for this location. In addition, we occupy approximately 1,800 square feet of space and business equipment at 2295 South Hiawassee Rd., Suite 418, Orlando, FL, 32835. All lease costs except for monthly utilities and all other miscellaneous costs are included in the location’s Management Agreement with Burshan LLC for this location.

Item 3. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

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PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is currently eligible to be quoted on the OTC Bulletin Board (“OTCBB”), which is sponsored by FINRA, under the symbol “PMOZ.OB.” The OTCBB is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current "bids" and "asks", as well as volume information.

The following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as reported by the OTCBB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Fiscal Year Ending December 31, 2010
Quarter Ended	High $	Low $
December 31, 2010	.05	.001
September 30, 2010	.11	.01
June 30, 2010	.27	.04
March 31, 2010	.56	.25

Fiscal Year Ending December 31, 2009
Quarter Ended	High $	Low $
December 31, 2009	.17	.1602
September 30, 2009	.88	.80
June 30, 2009	N/A	N/A
March 31, 2009	N/A	N/A

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Penny Stock

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.

Outstanding Options, Warrants or Convertible Debt

As of December 31, 2010 we did not have any outstanding options, warrants or convertible debt.

Holders of Our Common Stock

As of December 31, 2010, we had 381 shareholders of record, with additional shareholders holding their shares in street name.

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Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

1.	we would not be able to pay our debts as they become due in the usual course of business, or;

2.	our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We did not declare any dividends on common stock in the fiscal years ended December 31, 2010 and 2009, and we do not plan to declare any dividends on common stock in the foreseeable future.

During the fiscal years ended December 31, 2010 and 2009, we accrued dividends on our Series A Preferred Stock in the amount of $54,800 and $30,000 respectively. Pursuant to the Certificate of Designation governing our Series A Preferred Stock, dividends accrue annually at the rate of 6.5% of the stated value of the stock, which is $10 per share. Dividends on Series A Preferred Stock are capped at 1% of our gross revenues in the relevant year, but may not be less than 2% of the stated value of the stock. The dividends accrued on Series A Preferred Stock during the year ended December 31, 2010 represent the minimum dividend (i.e., 2% of stated value) allowed by the Certificate of Designation.

Securities Authorized for Issuance under Equity Compensation Plans

As of April 15, 2011, we did not have any equity compensation plans.

Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	0	0	0
Equity compensation plans not approved by security holders	0	0	0
Total	0	0	0

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Plan of Operation in the Next Twelve Months

Sales and Distribution Strategy

In 2011, PrismOne will roll out the beta of EMERALD (Enhanced Material Management and Electronic Reporting with Auditable Life-cycle Documentation), a web based Environmental Management System that tracks and certifies the volume of waste stream that is diverted from landfill to select clients. During the course of 2011, PrismOne will continue to develop and enhance EMERALD to incorporate client beta comments as well as address local municipal, State and Federal suggestions. Additionally PrismOne will engage with other current and potential clients to introduce them to EMERALD. Our expectations are for the gradual increase in quantity managed by EMERALD which has seen a 100% increase month over month. EMERALD will integrated with other offerings from PrismOne currently under development.

With the evident weakness in the residential housing market, our initial goal for deployment of PRISM (Presence Response and Integrated Systems Management) has been put on hold pending improvement in economic outlook for that industry.

In order to achieve our goal, we intend to increase awareness of our Products and Services with potential customers, who we anticipate will be business owners, building managers, and community managers, and to actively partner with or acquire technologies or companies that enhance our product offering. Currently, beyond the web presence of www.prismone.com, we do not actively market our products or services but have relied on a word-of-mouth process to attract clients. While this has been successful, we believe that a much greater growth can be realized with the introduction of a coordinated marketing campaign. We intend to do this by engaging in the following:

Attending national and regional networking, communications, and building technology events and conferences that incorporate sustainability and a “green” focus. There are events and conferences managed by regional and central institutions and organizations to promote products and services related to the sustainability within various vertical markets and include computer networking, communications, and building technology industries. We plan to attend a number of events attended by merchants and representatives in these industries in order to further expose our product. These events will include trade meetings, promotional events, seminars, and conferences.

Developing direct marketing programs. In addition to attending the foregoing conferences and seminars, we intend to market directly to business owners, building managers, community managers, local, regional and state governments. Our marketing will include conducting seminars and the use of online and traditional advertising media such as newspapers and trade publications.

Promoting to the public through internet-based and traditional media advertising. We intend to use Internet-based and social media to promote our product directly to the public to raise public awareness of our Products and Services. A priority for marketing will be to enhance our current client facing web presence, www.prismone.com and to further engage the public via Facebook page for PrismOne.

We do not currently employ any sales personnel. In the short term, we intend continue to use the services of our management to sell our Product. As we expand our business operations, however, we plan to employ sales representatives to promote and sell our products and services to potential customers nationally and internationally. These sales representatives will be responsible for soliciting, selecting and securing accounts within a particular regional territory. We expect to pay such sales representatives on a commission basis. In addition, we may pay each sales representative a base salary. We expect to provide service and support to our sales representatives, including advertising and sales materials.

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Research and Development

If we can generate sufficient working capital, we plan to continually enhance existing solutions and develop new solutions and services utilizing our existing technology and we plan to bring new products to market as they become available throughout 2011. New solutions and services in Business Infrastructure and Waste Diversion will be built upon the core Quartz and Emerald platforms respectively now in place. We believe that our next generation platform offers more functionality and covers more of the market place that our research shows is there. There can be no assurance that we will have sufficient working capital to undertake these activities.

Sales Personnel

Results of Operations for the Years Ended December 31, 2010 and December 31, 2009

Income. We recorded $606,789 in total revenues from operations for the year ended December 31, 2010. Our cost of goods sold for the year ended December 31, 2010 was $224,442, resulting in gross profit of $382,347 for 2010. By comparison, we recorded $1,365,061 in revenues for the year ended December 31, 2009. Our cost of goods sold for the year ended December 31, 2009 were $437,286, resulting in gross profit of $927,775 for 2009. The decrease in Income is directly attributable to the loss of one of its major customers in early October 2009 as a result of the customer no longer requiring the Company’s services. The customer accounted for approximately $620,143 and approximately 45% of total revenues for the year ended December 31, 2009. Consequently the twelve month period ended December 31, 2010 does not include revenue from this customer or any period thereafter. Additionally, the global credit decline and the significant impact in residential housing construction, sales and the ripple affect on other clients that rely on that industry adversely impacted our income.

Operating and Other Expenses. Operating expenses were $1,006,540 for the year ended December 31, 2010, compared to $1,453,253 for the year ended December 31, 2009. The largest components of expense items for each of the last two fiscal years were general and administrative expenses, payroll, and management fees. The reduction in Operating Expenses is due to reduction in staff following the loss of the major client as discussed above and reduction in management fees paid to a related party. We experienced net other expense in the amount of $230,684 for the year ended December 31, 2010, compared to net other income of $31,065 for the fiscal year ended December 31, 2009. During the year ended December 31, 2010, the net other expense was largely the result of interest expense and realized loss on investment. During the year ended December 31, 2009 the other income was largely the result of a gain on settlement.

Net Loss. We recorded a comprehensive net loss of $854,877 for the year ended December 31, 2010, compared to a net loss of $494,413 for the year ended December 31, 2009.

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Liquidity and Capital Resources

At December 31, 2010, we had $21,590 in current assets and $666,563 in current liabilities, resulting in a working capital deficit of $644,973. Our current assets consisted of $23 in cash and $19,567 in accounts receivable. Our current liabilities consisted of accounts payable and accrued expenses in the amount of $327,816, accrued preferred dividends owed to a related party of $84,800, current portion of capital leases of $30,705 and bank overdrafts of $4,275.

At present, we have only $23 in cash on hand. We anticipate that we will require approximately $500,000 in order to fully implement our business plan in the next twelve months. Our revenues are not sufficient to cover our business operations at their current or expanded levels, and we may need to obtain additional debt or equity financing. We do not currently have any arrangements in place to secure such financing, and there is no guarantee that we will be able to obtain financing should it be required. In connection with raising this additional capital, we would incur appropriate accounting and legal fees. Should our revenues be sufficient to cover the costs of any such expansion, we will not seek additional financing.

Cash Flows from Operating Activities

Net cash used for operating activities was $86,256 for the year ended December 31, 2010. By comparison, operating activities used net cash of $271,930 for the year ended December 31, 2009.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our investors.

Going Concern

Our financial statements have been prepared on a going concern basis, which assumes that we will continue to realize our assets and discharge our liabilities in the normal course of business. During the twelve months ended December 31, 2010, we generated a net loss of $854,877 and ended the period with a working capital deficit of $644,973. These circumstances have raised a substantial doubt about our ability to continue as a going concern. Management’s plans for our continuation as a going concern are dependent upon the continuing attainment of profitable operations, our ability to extend payment of management and license fees payable to Burshan, LLC, a related party, and our ability to raise equity or debt financing if and when needed. Our financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

The success of our business plan during the next 12 months and beyond is contingent upon us generating sufficient revenue to cover our costs of operations, or upon us obtaining additional financing. Should our revenues be less than anticipated or our expenses are greater than anticipated, then we may need to delay payment of management and license fees to a related party and/or seek to obtain business capital through the use of private equity fundraising or shareholders loans. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all. Similarly, there can be no assurance that we will be able to generate sufficient revenue to cover the costs of our business operations.

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Item 8. Financial Statements and Supplementary Data

Index to Financial Statements Required by Article 8 of Regulation S-X:

Audited Financial Statements:
F-1	Reports of Independent Registered Public Accounting Firm
F-3	Balance Sheets as of December 31, 2010 and 2009
F-4	Statements of Operations for the years ended December 31, 2010 and 2009
F-5	Statements of Cash Flows for the years ended December 31, 2010 and 2009
F-6	Statement of Stockholders’ Deficit for the years ended December 31, 2010 and 2009
F-7	Notes to Financial Statements

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Report of Independent Registered Public Accounting Firm

To the Shareholders, Audit Committee and Board of Directors

PrismOne Group, Inc.

Orlando, Florida

We have audited the accompanying balance sheet of PrismOne Group, Inc. as of December 31, 2010, and the related statement of operations, stockholders' deficit and cash flow 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. The financial statements of PrismOne Group, Inc. as of December 31, 2009 were audited by other auditors whose report dated May 13, 2010 expressed an unqualified opinion on those statements.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of PrismOne Group, Inc. as of December 31, 2010, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the Unites States of America.

The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in Note 1 to the financial statements, the company has suffered recurring losses from operations and requires additional financing to continue in operation. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

/s/M&K CPAS, PLLC

Houston, Texas

May 2, 2011

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Report of Independent Registered Public Accounting Firm

To The Board of Directors and Stockholders

Prism One Group, Inc

Winter Garden, Florida

We have audited the accompanying balance sheets of Prism One Group, Inc as of December 31, 2009 and 2008, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audit.

We conducted our audit in accordance with 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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 Prism One Group, Inc. as of December 31, 2009 and 2008, and the results of their operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

De Joya Griffith & Company, LLC

/s/ De Joya Griffith & Company, LLC

Henderson, Nevada

May 13, 2010

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PrismOne Group, Inc.

Balance Sheets

ASSETS

	December 31,			December 31,
	2010			2009
CURRENT ASSETS

Cash	$	23		$	1,077
Accounts receivable, net net of allowance for doubtful accounts of $65,769 and $52,074 as of December 31, 2010 and 2009, respectively		19,567			41,323
Other receivable related party		-			35,000
Investment in equity securities		2,000			-
Total current assets		21,590			77,400

Equipment held for sale		-			73,317
Equipment, net		141,463			73,293
Total long term assets		141,463			146,610

TOTAL ASSETS	$	163,053		$	224,010

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Bank overdrafts	$	4,275		$	9,720
Accounts payable and accrued expenses		327,816			370,015
Capital lease - current portion		30,705			20,281
Preferred dividends accrued - related party		84,800			30,000
Deferred revenue		11,190			-
Current note payable- related party		207,778			19,033
Total current liabilities		666,563			449,049

Capital lease, net of current portion		19,996			33,309
Note payable - related party		-			200,000
Total long term liabilities		19,996			233,309

TOTAL LIABILITIES		686,559			682,358


STOCKHOLDERS' DEFICIT

Preferred stock, $0.001 par value 10,000,000 shares authorized; issued and outstanding 274,000 as of December 31, 2010 and 2009		274			274
Common stock, $0.001 par value 90,000,000 shares authorized; issued and outstanding 22,731,503 as of December 31, 2010 and 2009		22,732			22,732
Additional paid in capital		1,165,681			515,962
Accumulated other comprehensive loss		-			(140,000	)
Accumulated deficit		(1,712,193	)		(857,316	)

Total stockholders' deficit		(523,506	)		(458,348	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
	$	163,053		$	224,010

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

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PrismOne Group, Inc.

Statements of Operations

	Year Ended
	December 31,
	2010			2009

REVENUES	$	606,789		$	1,365,061

COST OF GOODS SOLD		224,442			437,286

GROSS PROFIT		382,347			927,775

OPERATING EXPENSES

General and administrative		107,279			262,352
Professional fees		84,816			83,031
Management fees -related party		378,000			336,000
Payroll expenses		316,446			661,870
Licenses fees -related party		120,000			110,000

Total Operating Expenses		1,006,540			1,453,253

INCOME (LOSS) FROM OPERATIONS		(624,193	)		(525,478	)

OTHER EXPENSES

Gain on settlement		-			51,000
Other income(expense)		90			-
Interest expense		(57,774	)		(20,154	)
Interest income					219
Realized loss on investment		(173,000	)		-

Total Other Expenses		(230,684	)		31,065

NET INCOME(LOSS)	$	(854,877	)	$	(494,413	)

Comprehensive loss:
Unrealized loss in equity securities held		-			(140,000	)
Total comprehensive loss	$	(854,877	)	$	(634,413	)

Net loss per common share:
Basic	$	(0.04	)	$	(0.04	)
Weighted average common shares outstanding:
Basic		22,731,503			12,660,487

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

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PrismOne Group, Inc.

Statement of Stockholders Deficit

Years ended December 31, 2010 and 2009

														Accumulated
					$0.001 Par value						Additional			Other			Retained			Total
	Series A Preferred Stock				Common Stock						Paid-In-			Comprehensive			Earnings			Stockholders
	Shares		Amount		Shares			Amount			Capital			Loss			(Deficit)			Deficit
Balance at December 31, 2008		-		-		-			-			-			-			(332,903	)		(332,903	)

Shares issued to founder in exchange of debt		274,000		274		13,700,003			13,700			161,494			-			-			175,468

Recapitalization		-		-		133,500,000			133,500			(133,500	)		-			-			-

Cancelation of shares of prior owners		-		-		(125,000,000	)		(125,000	)		125,000			-			-			-

Contributed capital - debt forgiveness		-		-		-			-			313,500			-			-			313,500

Issuance of stock for cash and services		-		-		531,500			532			49,468			-			-			50,000

Declared Dividends		-		-		-			-			-			-			(30,000	)		(30,000	)

Unrealized loss on equity investment		-		-		-			-			-			(140,000	)		-			(140,000	)

Net loss		-		-		-			-			-			-			(494,413	)		(494,413	)

Balance at December 31, 2009		274,000	$	274		22,731,503		$	22,732		$	515,962		$	(140,000	)	$	(857,316	)	$	(458,348	)

Contributed Capital- Debt forgiveness		-		-		-			-			225,837			-			-			225,837

Contributed Capital- License/Management fees forgiveness												478,682									478,682

Declared Dividends		-		-		-			-			(54,800	)		-						(54,800	)

Realized loss on equity investment		-		-		-			-			-			140,000			-			140,000

Net loss		-		-		-			-			-			-			(854,877	)		(854,877	)

Balance at December 31, 2010		274,000	$	274		22,731,503		$	22,732		$	1,165,681		$	-		$	(1,712,193	)	$	(523,506	)

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

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PrismOne Group, Inc.

Statements of Cash Flows

Years ended December 31, 2010 and 2009

	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(854,877	)	$	(494,413	)
Adjustments to reconcile net loss to
net cash used for operating activities:
Depreciation		33,547			9,415
Donated Services		478,682			-
Shares issued for services		-			49,468
Loss on investment		173,000			-
Gain on settlement		-			(51,000	)
Changes in operating assets and liabilities
Change in accounts receivable		21,756			(148,243	)
Change in prepaid expenses		-			10,000
Change in deferred revenue		11,190			-
Change in accounts payable and accrued expenses		50,447			352,843
Net cash used for operating activities		(86,256	)		(271,930	)

CASH FLOWS FROM INVESTING ACTIVITIES
Equipment		(80,599	)		(20,372	)
Net cash used for operating activities		(80,599	)		(20,372	)

CASH FLOWS FROM FINANCING ACTIVITIES
Change in bank overdraft		(5,445	)		9,720
Payments for capital lease obligation		(17,500	)		(8,746	)
Proceeds from notes payable related party		207,575			200,000
Payments for notes payable related party		(18,829	)		-
Proceeds net of repayments of due to related party					36,189
Sale of common stock		-			532
Net cash provided by financing activities		165,801			237,695

NET INCREASE (DECREASE) IN CASH		(1,054	)		(54,607	)

CASH AT BEGINNING OF PERIOD		1,077			55,684

CASH AT END OF PERIOD		23			1,077

SUPPLIMENTAL DISCLOSURES OF CASH FLOW INFORMATION

CASH PAID FOR:
Interest		7,093			-
Income Taxes		-			-

NON CASH
Stock received for investment in Blue Earth		35,000			-
Return of assets held for sale, net of purchase		66,809			-
Unrealized loss on Investment		-			140,000
Dividends Payable		54,800			30,000
Debt Forgiveness by shareholder		225,837			-
Non cash acquisition of equipment held for sale		-			(73,317	)
Value of debt settled as part of recapitalization		-			175,468

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

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PrismOne Group, Inc.

Notes to Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

PrismOne Group, Inc., a Nevada corporation, is in the business of developing ideas into practical solutions that apply non-traditional thinking, process review and technology to real world challenges.

Merger Transactions

PrismOne Group, LLC (“LLC”) was the accounting predecessor to the Company and on February 9, 2009 all the members of LLC transferred their membership interests to PrismOne Group, Inc., a newly formed corporation, in exchange for all of the issued and outstanding capital stock of PrismOne Group, Inc, consisting at that time of 274,000 shares of preferred stock and 13,700,003 shares of common stock. PrismOne Group, Inc. had no assets or operations prior to this transaction. Accordingly, the financial statements of the Company prior to February 9, 2009 are those of LLC.

On June 16, 2009, the Company consummated a reverse merger transaction in which PrismOne Group, Inc. (“PrismOne”) merged with and into Bright Screens Acquisition Corp. (“Acquisition Sub”), a wholly-owned Nevada subsidiary of Bright Screens, Inc. (“Bright Screens”), a publicly reporting Nevada corporation. On June 17, 2009, Bright Screens merged with the Acquisition Sub in a short-form merger transaction under Nevada law in which Bright Screens was the surviving entity and, in connection with this short form merger, changed its name to PrismOne Group, Inc., effective June 17, 2009.

Pursuant to the terms and conditions of the reverse merger transaction:

Each share of PrismOne common stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive 0.4 shares of Bright Screens common stock. As a result, the shareholders of PrismOne received 5,480,000 (pre-split) newly issued shares of Bright Screens common stock.

Each share of PrismOne Series A Preferred Stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive one share of Bright Screens’ newly created Series A Preferred Stock. As a result, the Series A Preferred shareholders of PrismOne received 274,000 newly issued shares of Bright Screens Series A Preferred Stock.

·	Following the closing of the reverse merger, the former president and CEO of Bright Screens, Mr. Carl Wimmer, canceled and returned all 50,000,000 shares of his shares of Bright Screens common stock.

Following the closing of the reverse merger, in a separate transaction, the company authorized a forward split of 2.5 shares for each share of common stock issued and outstanding at the time of the split. All references to common stock in these financial statements have been retroactively restated so as to give effect to this stock-split.

·	As a result, following these events, there were 22,200,003 shares of common stock and 274,000 shares of Series A Preferred Stock issued and outstanding.

The stockholders of PrismOne possess majority voting control of the public company following the reverse merger and now control the board of directors. PrismOne is deemed to be the accounting acquirer in the reverse merger. Accordingly, the financial statements included herein are those of PrismOne Group, Inc. and its predecessor PrismOne Group, LLC.

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PrismOne Group, Inc.

Notes to Financial Statements

Going Concern

Our financial statements have been prepared on a going concern basis, which assume that we will continue to realize our assets and discharge our liabilities in the normal course of business. As of December 31, 2010 we had an accumulated deficit of $1,712,193 and a working capital deficit of $644,973. This raises substantial doubt about our ability to continue as a going concern. Management’s plans for our continuation as a going concern are dependent upon the attainment of profitable operations and our ability to raise equity or debt financing if and when needed. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classifications of liabilities that might be necessary should we be unable to continue as a going concern.

The success of our business plan during the next 12 months and beyond is contingent upon us generating sufficient revenue to cover our costs of operations, or upon us obtaining additional financing. Should our revenues be less than anticipated or our expenses be greater than anticipated, then we may need to delay payment of management and license fees to our related party and/or obtain business capital through the use of private equity fundraising or stockholder loans. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all. Similarly, there can be no assurance that we will be able to generate sufficient revenue to cover the costs of our business operations.

Reclassification

Certain reclassifications have been made to the 2009 financial statements to conform to the 2010 financial statement presentation. These reclassifications had no effect on net loss or cash flows as previously reported.

Cash and cash equivalents

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. As of December 31, 2010 and 2009, there are no cash equivalents.

Accounts receivable

Accounts receivable are reported at the customers' outstanding balances less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable.

Allowance for doubtful accounts

The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables. The allowance for doubtful accounts is based on specific identification of certain receivables that are at risk of not being paid.

Fixed Assets

Fixed assets are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income.

The Company depreciates its fixed assets on a straight line basis over a three year life.

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PrismOne Group, Inc.

Notes to Financial Statements

Capital Leases

Management evaluates each lease and leases of property and equipment in which the Company, as lessee, has substantially all the risks and rewards of ownership are classified as capital leases in accordance with current accounting guidelines. Capital leases are capitalized at the lease’s inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of interest charges, are included in the borrowings. Each lease payment is allocated between the liability and the interest charge. The interest cost is charged to profit and loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Property and equipment acquired under capital leases is depreciated over the asset’s useful life or over the short of the asset’s useful life and the lease term if there is no reasonable certainty that the Company will obtain ownership at the end of the lease term.

Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases. Payments made under operating leases are charged to profit or loss on strain-line basis over the period of the lease.

Revenue Recognition

The Company recognizes revenue for Quartz installation services related to the initial setup of hardware and communications systems upon completion of the installation and acceptance by the customer.

The Company revenues related to Quartz services (voice, data, and communications services) are billed at the beginning of each month for the devices and services delivered and recognized in accordance with current accounting guidance. If a customer adds lines/services, the following month, invoices are adjusted. All long distance is passed to each customer in the following month after service.

The Company revenue for Quartz IT Support services are billed at the beginning of each month for the services provided and recognized in accordance with current accounting guidance. If a customer engages the Company for services out-of-scope, invoices are adjusted the following month.

The Company recognizes revenue for Emerald and is billed to the client once a waste diversion cycle is completed at the customer’s location(s).

Deferred Revenue

Amounts invoiced and collected in advance of product delivery or providing services are recorded as deferred revenue. The Company recognizes revenue for Emerald and is billed to the client once a waste diversion cycle is completed at the customer’s location(s).

Earnings (Loss) per Common Share

Basic income (loss) per common share is computed by dividing net income (loss) by the weighted average shares outstanding. Diluted income (loss) per common share is computed by dividing adjusted net income by the weighted average shares outstanding plus potential common shares which would arise from conversion of preferred stock. Potential common shares related to conversion of preferred stock were not included in diluted income (loss) per share since their effects were anti-dilutive.

Comprehensive Loss Policy

The Company classifies securities available for sale as current assets. Trading and available-for-sale securities are recorded at fair value and unrealized gains and losses are included in accumulated other comprehensive income (loss). When securities available for sale are sold, the accumulated fair value adjustment recognized in other comprehensive income is reclassified to profit or loss.

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PrismOne Group, Inc.

Notes to Financial Statements

Income Taxes

Deferred income taxes are recognized for the tax consequences of temporary differences between the financial reporting bases and the tax bases of the Company’s assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

The Company follows the provisions of the FASB Accounting ASC 740, Income Taxes (“ASC 740”) (formerly referenced as FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes- an interpretation of FASB Statement No. 109). ASC 740 provides guidance on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company has not recognized a liability as a result of the implementation of ASC 740. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit as of the date of adoption. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company files income tax returns in the U.S. federal jurisdiction and in various states.

Use of Estimates

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

Financial Instruments

In January 2008, the Company adopted FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) (Formerly referenced as SFAS No. 157, Fair Value Measurements), to value its financial assets and liabilities. The adoption of ASC 820 did not have a significant impact on the Company’s results of operations, financial position or cash flows. ASC 820 defines fair value, establishes a framework for measuring fair value under GAAP and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be paid by an external party for an asset or liability (exit price).

ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Three levels of inputs may be used to measure fair value:

·	Level 1 – Active market provides quoted prices for identical assets or liabilities;
·	Level 2 – Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable with market data; and
·	Level 3 – Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2010. The Company uses the market approach to measure fair value for its Level 1 financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments which include cash, accounts receivable, accounts payable and accrued liabilities are valued using Level 1 inputs and are immediately available without market risk to principal. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand. The carrying value of note payable to stockholder approximates its fair value because the interest rates associated with the instrument approximates current interest rates charged on similar current borrowings. The Company’s common stock receivable at December 31, 2009 is a Level 1 asset as defined above and its fair value is determined based on the underlying quoted market price of the shares receivable. The Company does not have other financial assets that would be characterized as Level 2 or Level 3 assets.

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PrismOne Group, Inc.

Notes to Financial Statements

Financial Instruments (continued)

The following table presents assets that are measured and recognized at fair value on a recurring basis as of December 31, 2010:

							Total
							Gains
Description	Level 1		Level 2		Level 3		(Losses)
Investment- common stock	$	2,000	$	-	$	-	$	(33,000	)

The following table presents assets that are measured and recognized at fair value on a recurring basis as of December 31, 2009:

							Total
							Gains
Description	Level 1		Level 2		Level 3		(Losses)
Common stock receivable	$	35,000	$	-	$	-	$	(140,000	)

Recent Accounting Pronouncements

In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-18 (ASU 2010-18), Receivables (Topic 310): Effect of a Loan Modification When the Loan is Part of a Pool That Is Accounted for as a Single Asset-a consensus of the FASB Emerging Task Force. The amendments in this Update are effective for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The amendments are to be applied prospectively. Early application is permitted. The Company does not expect the provisions of ASU 2010-18 to have a material effect on the financial position, results of operations or cash flows of the Company.

In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-17 (ASU 2010-17), Revenue Recognition-Milestone Method (Topic 605): Milestone Method of Revenue Recognition. The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity’s fiscal year, the entity should apply the amendments retrospectively from the beginning of the year of adoption. The Company does not expect the provisions of ASU 2010-17 to have a material effect on the financial position, results of operations or cash flows of the Company.

In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-16 (ASU 2010-16), Entertainment-Casinos (Topic 924): Accruals for Casino Jackpot Liabilities-a consensus of the FASB Emerging Issues Task. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2010. The amendments should be applied by recording a cumulative-effect adjustment to opening retained earnings in the period of adoption. The Company does not expect the provisions of ASU 2010-16 to have a material effect on the financial position, results of operations or cash flows of the Company.

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PrismOne Group, Inc.

Notes to Financial Statements

Recent Accounting Pronouncements (continued)

In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-15 (ASU 2010-15), Financial Services-Insurance (Topic 944): How Investments held through Separate Accounts Affect an Insurer’s Consolidation Analysis of Those Investments-a consensus of the FASB Emerging Issues Task Force. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2010. Early adoption is permitted. The amendments in this Update should be applied retrospectively to all prior periods upon the date of adoption. The Company does not expect the provisions of ASU 2010-15 to have a material effect on the financial position, results of operations or cash flows of the Company.

In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-14 (ASU 2010-14), Accounting for Extractive Activities – Oil & Gas - Amendments to Paragraph 932-10-S99-1 (SEC Update). The Amendments are designed to modernize and update the oil and gas disclosure requirements to align them with current practices and changes in technology. The Company does not expect the provisions of ASU 2010-14 to have a material effect on the financial position, results of operations or cash flows of the Company.

In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-13 (ASU 2010-13), Compensation-Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades - a consensus of the FASB Emerging Issues Task Force. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. Earlier application is permitted. The Company does not expect the provisions of ASU 2010-13 to have a material effect on the financial position, results of operations or cash flows of the Company.

In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-12 (ASU 2010-12), Income Taxes (Topic 740): Accounting for Certain Tax Effects of the 2010 Health Care Reform Acts. After consultation with the FASB, the SEC stated that it “would not object to a registrant incorporating the effects of the Health Care and Education Reconciliation Act of 2010 when accounting for the Patient Protection and Affordable Care Act”. The Company does not expect the provisions of ASU 2010-12 to have a material effect on the financial position, results of operations or cash flows of the Company.

In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives. The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.

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PrismOne Group, Inc.

Notes to Financial Statements

Recent Accounting Pronouncements (continued)

In February 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-10 (ASU 2010-10), Consolidation (Topic 810): Amendments for Certain Investment Funds. The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for Interim periods within that first reporting period. Early application is not permitted. The Company does not expect the provisions of ASU 2010-10 to have a material effect on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-09 (ASU 2010-09), Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements. This amendment addresses both the interaction of the requirements of this Topic with the SEC’s reporting requirements and the intended breadth of the reissuance disclosure provision related to subsequent events (paragraph 855-10-50-4). All of the amendments in this Update are effective upon issuance of the final Update, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010. The Company does not expect the provisions of ASU 2010-09 to have a material effect on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-08 (ASU 2010-08), Technical Corrections to Various Topics. This amendment eliminated inconsistencies and outdated provisions and provided the needed clarifications to various topics within Topic 815. The amendments are effective for the first reporting period (including interim periods) beginning after issuance (February 2, 2010), except for certain amendments. The amendments to the guidance on accounting for income taxes in reorganization (Subtopic 852-740) should be applied to reorganizations for which the date of the reorganization is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. For those reorganizations reflected in interim financial statements issued before the amendments in this Update are effective, retrospective application is required. The clarifications of the guidance on the embedded derivates and hedging (Subtopic 815-15) are effective for fiscal years beginning after December 15, 2009, and should be applied to existing contracts (hybrid instruments) containing embedded derivative features at the date of adoption. The Company does not expect the provisions of ASU 2010-08 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-07 (ASU 2010-07), Not-for-Profit Entities (Topic 958): Not-for-Profit Entities: Mergers and Acquisitions. This amendment to Topic 958 has occurred as a result of the issuance of FAS 164. The Company does not expect the provisions of ASU 2010-07 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-06 (ASU 2010-06), Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This amendment to Topic 820 has improved disclosures about fair value measurements on the basis of input received from the users of financial statements. This is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the provisions of ASU 2010-06 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-05 (ASU 2010-05), Compensation – Stock Compensation (Topic 718). This standard codifies EITF Topic D-110 Escrowed Share Arrangements and the Presumption of Compensation.

In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-04 (ASU 2010-04), Accounting for Various Topics—Technical Corrections to SEC Paragraphs.

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PrismOne Group, Inc.

Notes to Financial Statements

NOTE 2 – ACCOUNTS RECEIVABLE

	2010			2009
Accounts receivable	$	85,336		$	93,397
Allowance for doubtful accounts		( 65,769	)		( 52,074	)
Accounts receivable, net	$	19,567		$	41,323

On July 10, 2009, the Company entered into a Termination Agreement with a customer Blue Earth Solutions, Inc. (“Blue Earth”). The Company’s CEO, Samir Burshan, was a member of the Board of Directors of Blue Earth until he resigned on October 31, 2009 and a certain executive of Blue Earth was a member on the Board of Directors of the Company. The Termination agreement served to settle all prior existing obligations for Work Order 004 between the two parties. In exchange, Blue Earth agreed to pay the Company $75,000 in cash and to issue 500,000 shares of its common stock as settlement of all prior obligations owed to the Company.

Immediately prior to the date of the agreement, the Company was owed approximately $199,000 by Blue Earth for services provided during the year ended December 31, 2009. Accordingly, upon execution of the termination agreement, the Company adjusted the receivable to reflect the settled amount of $250,000 consisting of $75,000 receivable in cash and $175,000 in common stock representing 500,000 shares valued based on the market price per share of $0.35 as of the date of the termination agreement. The Company recorded a gain on settlement of $51,000 as of December 31, 2009.

As of December 31, 2009, accounts receivable after settlement referenced above was $46,672 (net of $40,000 allowance). This consists of $51,672 in cash receivable and $35,000 in value related to 500,000 shares of the Blue Earth common stock receivable (including the remaining $40,000 of the $75,000 cash portion of the above settlement). As of December 31, 2010, the accounts receivable balance of $51,672 is fully reserved in allowance for doubtful accounts as the Company has not received any payments during the year ended. However, the Company intends to recover the amounts owed through legal action as Blue Earth has failed to pay the Company in accordance with the Termination agreement.

NOTE 3 – INVESTMENTS

As of December 31, 2009 the fair value of the Blue Earth common stock had declined to $0.07 per share. Accordingly, the Company reduced the amount of the common stock receivable to $35,000 and recorded an unrealized loss shown in other comprehensive income of $140,000 for the year ended December 31, 2009.

As of December 31, 2010 the fair value of the Blue Earth common stock had declined to $0.004 per share. Accordingly, the Company reduced the amount of the investment to $2,000. The loss was realized and classified as Other Expenses due to the Company’s determination that the devaluation of the shares was “other than temporary.”

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PrismOne Group, Inc.

Notes to Financial Statements

NOTE 4 – FIXED ASSETS

Property and equipment consisted of the following at December 31, 2010 and 2009:

	2010			2009
Furniture & equipment	$	184,425		$	82,708
Accumulated depreciation		( 42,962	)		( 9,415	)
Fixed assets, net	$	141,463		$	73,293

Property under capital leases and the related obligation for future lease payments are recorded at an amount equal to the initial present value of those lease payments. Properties under capital leases are amortized on the straight-line method over the life of the lease, or over their estimated service lives. Maintenance and repairs are expensed as they occur. Upon disposition, the cost and related accumulated depreciation are removed from the accounts, and the resulting gain or loss is reflected in current operations.

Depreciation expense for the years ended December 31, 2010 and 2009 was $33,547 and $9,415, respectively.

NOTE 5 – EQUIPMENT HELD FOR SALE

As of December 31, 2009, Prism One had in its possession equipment held for sale for total value of $73,317. This pertains to equipment initially purchased to satisfy Blue Earth Solution Work Order that was conditionally cancelled upon receipt of full payment and stock per the Cancellation Agreement (See note 5 Related Party Transaction for further information). As of December 31, 2010, the Company has returned the equipment and has met all its obligations to the vendor. The Company did retain a portion of the equipment totaling $6,507, which is included in furniture and equipment, and paid the supplier for the purchase.

	2010		2009
Equipment	$	-	$	73,317
Accumulated depreciation		-		-
Fixed assets, net	$	-	$	73,317

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PrismOne Group, Inc.

Notes to Financial Statements

NOTE 6 – RELATED PARTY TRANSACTIONS

Note Payable from Shareholder and Due to Shareholder

On May 22, 2009, the Company’s CEO and majority stockholder loaned the Company $200,000. The loan is unsecured, is due 36-months from the date of issuance, and bears interest at 8.0% per annum. The Company recorded $9,775 of related party interest expense during the year ended December 31, 2009. As of December 31, 2010, the Company obtained a forgiveness letter for the entire principal amount of $200,000 plus accrued interest of $25,837. The gain on debt forgiveness of $225,837 was recorded in Additional Paid-In-Capital.

On July 20, 2010, Jamie Zweifel, a Company Director and stockholder loaned the Company $50,000. The loan is unsecured, is due 36-months from the date of issuance, and bears interest at 8.0% per annum. The Company recorded $1,833 of related party interest expense during the year ended December 31, 2010. As of December 31, 2010 and December 31, 2009, $51,833 and $0, respectively was due Mr. Zweifel.

On occasion, an entity wholly owned by the company’s CEO and majority stockholder loans the Company funds. The loan is unsecured, is due 36-months from the date of issuance, and bears interest at 8.0% per annum. The Company recorded $705 of related party interest expense during the year ended December 31, 2010. As of December 31, 2010 and December 31, 2009, $19,298 and $0, respectively, was due to Burshan LLC respectively.

On occasion, the company’s CEO and majority stockholder loans the Company funds. The loan is unsecured, is due 36-months from the date of issuance, and bears interest at 8.0% per annum. The Company recorded $8,880 and $5,742 of related party interest expense during the year ended December 31, 2010 and 2009, respectively. As of December 31, 2010 and December 31, 2009, $67,325 and $24,775, respectively, was due to the CEO respectively.

On occasion, an entity wholly owned by the Company CEO’s spouse loaned the Company funds. The loan is unsecured, is due 36-months from the date of issuance, and bears interest at 8.0% per annum. The Company recorded $3,070 of related party interest expense during the year ended December 31, 2010. As of December 31, 2010 and December 31, 2009, $83,810 and $0, respectively, was due to Kaleida Ventures LLC.

License Agreements

The Company licenses certain proprietary intellectual property and technology to support its clients from Burshan LLC, an entity owned and controlled by the Company’s CEO, Samir Burshan. On January 1, 2009 the license fees were reduced from $10,000 to $5,000 per month at the existing location. A second location was added effective March 1, 2009 at an additional $5,000 per month. The terms of both agreements are 10 years with a 5 year rolling renewal. Related party license fees are recorded as operating expenses and for the years ended December 31, 2010 and 2009 were $120,000 and $110,000, respectively.

As of December 31, 2010, the license fees owed of $113,545 were waived by Burshan, LLC. Thus, the amount forgiven was recorded in additional paid in capital and included in contributed capital amount of $478,682 on the statement of stockholders’ deficit. Additionally, effective December 31, 2010, all License Agreements between PrismOne and Burshan LLC are inactivated for a period of 2 years. On January 1, 2013, the agreements will return to be in force unless a decision to do otherwise is made.

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PrismOne Group, Inc.

Notes to Financial Statements

Management Agreements

The Company leases furnished office space as well as computer equipment, networking gear and communications equipment in the form of a management agreement with Burshan LLC. On January 1, 2009 the Management agreement was revised to reduce the monthly payment to $10,500 per month from $15,500 for the existing location. In addition, on March 1, 2009, the Company entered into a second management agreement with Burshan LLC in which it leased a second fully furnished and equipped location for $21,000 per month. The agreements are for a period of 10 years with rolling renewals for 5 years. Management fees to related party are recorded as operating expenses and for the years ended December 31, 2010 and 2009 were $378,000 and $336,000, respectively.

As of December 31, 2010, the management fees owed of $365,137 were waived by Burshan LLC. Thus, amount forgiven was recorded in additional paid in capital and included in contributed capital amount of $478,682 on the statement of stockholders’ deficit. Additionally, effective December 31, 2010, all Management Agreements between PrismOne and Burshan LLC are inactivated for a period of 2 years. On January 1, 2013, the agreements will return to be in force unless a decision to do otherwise is made.

NOTE 7 - STOCKHOLDERS’ DEFICIT

Preferred Stock- Series A

The Company has authorized 10,000,000 shares of $0.00 par value preferred stock available for issuance. 274,000 shares of preferred stock are outstanding as of December 31, 2010 and 2009.

In connection with the reverse merger as discussed in Note 1, the Company issued 274,000 shares of Series A Preferred Stock. The holders of the preferred stock are entitled to dividends at the rate of 6.5% (the Dividend Rate) calculated annually in December in arrears, when and as if declared by the Board of Directors. The Dividend Rate shall not exceed 1% of gross revenue but cannot less than 2% of the Stated Value of the Series A Preferred Stock. The Stated Value is defined as $10.00 per outstanding share of Series A Preferred Stock. Dividends declared although remaining unpaid as of December 31, 2010 were as follows:

Year	Amount
2010	$	54,800
2009		30,000
Total	$	84,800

The preferred shares have fifty votes per share on all matters submitted to a vote of the common stockholders of the Corporation, receive preference to common stockholders with respect to liquidation of the Company and are redeemable in the form of cash or stock at the option of the Company. In the event of notification of the Company’s intent to redeem the preferred stock, the preferred stock holders may elect to convert the shares to 50 shares of common stock.

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PrismOne Group, Inc.

Notes to Financial Statements

Common Stock

The authorized common stock is 90,000,000 shares at no par value. As of December 31, 2010 and 2009, the Company had 22,731,503 shares of common stock issued and outstanding.

On June 23, 2009, the Company issued 531,500 shares of common stock for $532 cash to an individual who assisted with consulting services related to the reverse merger transaction. Due to the lack of a readily discernable market value of the Company’s shares at the time, the Company determined that the value of the services performed was a more reliable indicator of the fair value of the stock issued. Accordingly, the Company recorded consulting expense of $49,468 during the year ended December 31, 2009.

Additional Paid in Capital

License fees owed in the amount of $365,137 and $136,500 as of December 31, 2010 and 2009, respectively, were waived and were recorded as additional paid in capital.

Management fees owed in the amount of $113,545 and $177,000 as of December 31, 2010 and 2009, respectively, were waived and were recorded as additional paid in capital.

During the year ended December 31, 2010, the Company declared dividends of $54,800 compared to $30,000 declared for the year ended December 31, 2009.

NOTE 8 – CONCENTRATIONS

In early October 2009, the Company lost one of its major customers as a result of the customer no longer requiring the Company’s services. The customer accounted for approximately $620,143 and approximately 45% of total revenues for the year ended December 31, 2009. Consequently the twelve month period ended December 31, 2010 does not include revenue from this customer or any period thereafter.

As of December 31, 2010, there were three significant customers who account for 11%, 18% and 32% of the total sales for the year ended December 31, 2010.

As of December 31, 2010 there were two significant customers who account for 72% and 12% of the total accounts receivable for the year ended December 31, 2010.

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PrismOne Group, Inc.

Notes to Financial Statements

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Capital Leases

The Company entered into a capital lease for equipment on September 2, 2009. The lease term is 36 months with monthly installments of $1,690 and an interest rate of 17.90%. In addition, the Company entered into a capital lease for equipment on February 18, 2010. The lease term is 36 months with monthly installments of $670 and an interest rate of 8%. As the Company assumed the risks and rewards of ownership on the property acquired through the leases, it was determined that the lease could be capitalized at the fair value of the leased property.

Future minimum lease payments (principal and interest) as of December 31, 2010 were:

Year Payable	Amount
2011	$	38,142
2012		21,562
2013		670
Total	$	60,374

Operating Leases

The Company currently leases two locations from a related party. Each lease is for a period of ten years with rolling renewals for a period of five years each. Future minimum lease payments as of December 31, 2010 were:

Year Payable	Location 1		Location 2		Total
2011	$	252,000	$	126,000	$	378,000
2012		252,000		126,000		378,000
2013		252,000		126,000		378,000
2014		252,000		126,000		378,000
2015		252,000		126,000		378,000
Total	$	1,260,000	$	630,000	$	1,890,000

The Company is also obligated under a License Agreement to a related party for the Core License for the technology and Intellectual Property located at each leased location. Future minimum lease payments as of December 31, 2010 were:

Year Payable	Location 1		Location 2		Total
2011	$	60,000	$	60,000	$	120,000
2012		60,000		60,000		120,000
2013		60,000		60,000		120,000
2014		60,000		60,000		120,000
2015		60,000		60,000		120,000
Total	$	300,000	$	300,000	$	600,000

Legal Matters

The Company is not currently involved in any litigation that would have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

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PrismOne Group, Inc.

Notes to Financial Statements

NOTE 10 – INCOME TAXES

At December 31, 2010 and 2009, the Company had a federal operating loss carry forwards of $1,026,964 and $857,316, which begins to expire in 2027.

Components of net deferred tax assets, including a valuation allowance, are as follows at December 31, 2010 and 2009:

	2010		2009
Deferred tax assets:
Net operating loss carry forward	$	359,437	$	300,060
Total deferred tax assets		359,437		300,060
Less: Valuation allowance		(359,437)		(300,060)	)
Net deferred tax assets	$	-	$	-

The valuation allowance for deferred tax assets as of December 31, 2010 and 2009 was $359,437 and $300,060, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2010 and 2009 and maintained a full valuation allowance.

Reconciliation between the statutory rate and the effective tax rate is as follows at December 31, 2010 and 2009:

	2010	2009
Federal statutory rate	(35.0)%	(35.0)%
State taxes, net of federal benefit	(0.00)%	(0.00)%
Change in valuation allowance	35.0%	35.0%
Effective tax rate	0.0%	0.0%

NOTE 11 – SUBSEQUENT EVENTS

The Company evaluated and noted no subsequent events through the date the financial statements were issued.

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Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

On March 22, 2011, our Board of Directors dismissed Dejoya Griffith & Co., LLC as our independent registered public accounting firm and approved the engagement of the accounting firm of M&K CPAS, PLLC as our new independent registered public accounting firm. None of the reports of Dejoya Griffith & Co., LLC on our financial statements for either of the past two years or any subsequent interim periods contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the audited financial statements contained in our Form 10-K for the fiscal year ended December 31, 2009 included a going concern qualification in our audited financial statements.

During our two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with Dejoya Griffith & Co., LLC whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Dejoya Griffith & Co., LLC’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the registrant's financial statements.

During the two most recent fiscal years and the interim periods preceding the engagement of M&K CPAS, PLLC, we have not consulted M&K CPAS, PLLC regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

Item 9A(T). Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a – 15(c) and 15d – 15(e)). Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of the end of the period ended December 31, 2010, our disclosure controls and procedures were not effective (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our chief executive and chief financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

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Management’s Annual 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 Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States and includes those policies and procedures that:

•		Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets;
•		Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

•

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

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this assessment, Management has identified the following three material weaknesses that have caused management to conclude that, as of December 31, 2010, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:

As of December 31, 2010, we did not maintain effective controls over the control environment. Specifically we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

As of December 31, 2010, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

As of December 31, 2010, we did not maintain effective controls over financial reporting. Specifically controls were not designed and in place to ensure that the financial impact of certain complex equity and liability transactions were appropriately and correctly reported. The transactions were identified by the auditors and calculated and reported correctly as of December 31, 2010.

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Changes in Internal Control over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.

Independent Registered Accountant’s Internal Control Attestation

This annual 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 Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Corrective Action

The Company will work to explore and consider the options available to us to remediate the material weaknesses in our internal control over financial reporting and the ineffectiveness of our ICFR and disclosure controls and procedures.

Item 9B. Other Information

On April 15, 2011, the board of directors appointed Douglas Vaught to serve as our Chief Operating Officer and a member of our board of directors. Mr. Vaught is the husband of our Stefanie Vaught, a member of our Board of Directors.

We do not have any employment agreements or other written compensation arrangements with Mr. Vaught. Mr. Vaught’s business experience is described in Item 10 of this Annual Report, below. Except as set forth below, our newly-appointed COO and director has not had any material direct or indirect interest in any of our transactions or proposed transactions over the last two years:

Mr. Vaught, wife, Stefanie Vaught (who is also a member of our board of directors) currently serves as the CFO and Vice-President of Finance for VillaDirect Management, located in Celebration, Florida. PrismOne Group, Inc. currently provides IT management services, including communications and internet services, to Villa Direct Management and has so for approximately 16 months.

Unregistered Sales of Equity Securities

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following sets forth the names and ages of all of our directors and executive officers as of the date of this annual report. Also provided herein is a brief description of the business experience of each director and executive officer during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws. All of the directors will serve until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. There are no arrangements or understandings between any director or executive officer and any other person pursuant to which the director or executive officer was selected.

Name	Age	Position Held with the Company
Samir K. Burshan	46	Chief Executive Officer, President, Chief Financial Officer, Director
Roger Wilbert	41	Chief Technology Officer
Lori Jensen Burshan	47	Secretary, Director, VP of Marketing
James E. Zweifel	49	Director
Douglas Vaught	52	Chief Operating Officer, Director
Stefanie Vaught	52	Director

Set forth below is a brief description of the background and business experience of our current executive officers and directors.

Samir K. Burshan – Mr. Burshan has served as the Managing Member of our wholly owned operating subsidiary, PrismOne Group LLC, since its inception in December 2006, and is also our President, CEO, director, and Chairman of the Board. Mr. Burshan is primarily responsible for our general business strategy as well as managing all of our operations and personnel. He has also served on the Board of Edgewood Children’s Ranch since June 2006, serves on the Board of Trustees for the West Orange Chamber of Commerce, is a member of the West Orange Chamber Committee of 101, and represents PrismOne as Trustee representative to the West Orange Chamber. Previously, Mr. Burshan served on the board of Blue Earth Solutions, Inc. between 2008 and October 2009, on the board of Natural Blue Resources, Inc. between August 2009 and October 2009, as Managing Member of Step2 TechKnowledgies Group LLC between 2004 and 2006, where he was in charge of overseeing all operations of the company as well as determining its broader business strategy. Between 1998 and 2006, Mr. Burshan served as President of Step2 Technologies, Inc. where he was similarly in charge of overseeing all operations of the company as well as determining its broader business strategy. Prior to this, Mr. Burshan served as Director of Technology for Hellmuth, Obata & Kassabuam between 1990 and 1998. He graduated from Washington University in St. Louis with a Bachelor of Arts, in Architecture in 1987, a Masters Degree in Architecture in 1989, and a Masters Degree in Construction Administration in 1989.

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Roger Wilbert – Mr. Wilbert has served as the Chief Technology Officer and Vice-President of Product Development of our wholly owned operating subsidiary, PrismOne Group LLC, since inception in December 2006 and holds identical titles with us. Prior to this, between 2005 and 2006 he worked as a consultant at Layer Seven Solutions where his duties included software and network design and development. Between 2003 and 2005, he worked as Senior Systems Engineer at Caldwell Banker Florida where his duties included Network infrastructure and server support.

Lori Jensen Burshan – Lori Burshan joined PrismOne Group LLC in January of 2009 as Vice President in charge of Marketing and Communications/External Communications, and joined our Board of Directors upon our incorporation. Prior to joining PrismOne, Mrs. Burshan had a 24-year career (1984-2008) in Commercial Printing and Marketing, helping build Designers’ Press Inc. into the largest privately held commercial printer in Central Florida. At Designers’ Press, Mrs. Burshan held the position of Senior Account Executive, and was responsible for generating and maintaining sales leads and client accounts. Mrs. Burshan has been a member of the Health Central Hospital Foundation Board of Directors since 2004, where she has served as Chairman of the Board (2007-2008), Executive Board (2005-2009) and various committees. She recently joined the Central Florida YMCA as a Board Member for the Roper YMCA (since 2008). Mrs. Burshan is currently a Sustaining Member of the West Orange Junior Service League (since 2000) where she served as two-time President (2003-2005) and Board member (2001-2007).

Douglas Vaught – Douglas Vaught has been serving at PrismOne since mid 2010 and was appointed as our Chief Operating Officer and a member of the Board of Directors on April 15, 2010. He joined the PrismOne team to further develop the company’s sustainability efforts. Mr. Vaught brings a strong background in the sustainability and recycling industry to the company. Along with an operations and multi-faceted construction background. He was formerly certified as a State of Ohio Plumbing inspector. He has served on various committees and boards, the American Society of Plumbing Engineers code review (1982-1984), American Society of Sanitary Engineers Plumbing design review (1983-1986), Municipality of Avon Building code committee, North East Ohio Mechanical Contractors Association Education and growth Committee (1990-1995), former director of BESN (2009), and presently the president of the Stoneybrook West HOA (2006 to present). Presently Mr. Vaught carries Florida General Contractors license CGC1512020 (2006 to present), Florida Plumbing Contractor license CFC1427545 (2007 to present), and Florida HVAC Contractor license CAC1815667 (2007 to present). In addition he has attended the Construction Estimating institute (2006), Fields school of Management (1982), and various code and safety seminars over the years.

James E. Zweifel – Mr. Zweifel has been a member of our Board of Directors since our incorporation. He is the Owner and Broker of CENTURY 21 Professional Group Inc, which has offices in the Orlando & Ocoee areas of Florida. He is responsible for managing real estate agents, marketing his company’s services, and overseeing daily operations. He has developed his company into one of the largest CENTURY 21 Companies in the United States. His offices have received numerous awards for excellent “Quality Service” as well as outstanding achievements in production. Mr. Zweifel is very active with the Orlando Realtor Association, the Chamber of Commerce, the Rotary and many other local organizations. Mr. Zweifel graduated from the University of Central Florida with a Bachelor’s Degree in Finance in 1985, and also earned a Bachelor’s Degree in Advertising from Northwood University in Midland, MI in 1982.

Stefanie Vaught – Stefanie Vaught has been a member of our Board of Directors since August 12, 2010. Mrs. Vaught has had many years of experience in the metal recycling industry in addition to five years of experience in the hospitality industry. Currently (since 2005) she has been employed as the CFO and Vice-President of Finance for VillaDirect Management, Celebration, FL. Prior to that (1999-2004), she was the Vice President of Finance and Corporate Treasurer for Metal Management, Inc., Chicago, IL (formerly NASDAQ “MTLM”) while simultaneously holding the position of Chief Financial Officer for Metal Management Ohio, Inc., (a subsidiary of Metal Management, Inc.) located in Cleveland,OH from 1999 to 2003. Prior to her position with Metal Management, from 1990 to 1999, she was Chief Financial Officer and Treasurer for Reserve Iron & Metal, L.P., Cleveland, OH, where she served as Controller from 1987 to 1990. She currently also serves as the Chairman of the Board for the Stoneybrook West Community Development District.

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Term of Office

Our bylaws authorize no less than one (1) and no more than twelve (12) directors. We currently have five directors.

All directors hold office for one-year terms until the election and qualification of their successors. Officers are elected by the board of directors and serve at the discretion of the board.

Family Relationships

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by the Company to become directors or executive officers, except that:

·	Samir Burshan and Lori Burshan, are husband and wife; and

·	Douglas Vaught and Stefanie Vaught are husband and wife.

Significant Employees

Our executive officer and directors are our only key employees.

Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past five years, none of the following occurred with respect to our present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

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Audit Committee

We do not have a separately-designated standing audit committee. The entire Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee. The Board approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the Board reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.

Section 16(a) Beneficial Ownership Reporting Compliance

Our officers, directors and shareholders owning greater than ten percent of our shares are not required to comply with Section 16(a) of the Securities Exchange Act of 1934 because we do not have a class of securities registered under Section 12 of the Securities Exchange Act of 1934.

Code of Ethics

As of December 31, 2010, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

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Item 11. Executive Compensation

Compensation Discussion and Analysis

We presently do not have employment agreements with any of our named executive officers and have not established any overall system of executive compensation or any fixed policies regarding compensation of executive officers. Currently, the objective of our executive compensation is to provide cash reimbursement for the time spent by our active executive officers to the extent feasible and appropriate in light of our current stage of development. Our executive officers hold substantial ownership in the company and are motivated by a strong entrepreneurial interest in developing our operations and revenue streams to the best of their abilities.

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to both to our officers and to our directors for all services rendered in all capacities to us for our fiscal 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 ($)	Total ($)

Samir K. Burshan CEO, President, CFO, and Director	2010 2009	113,750 149,423	0 0	0 0	0 0	0 0	0 0	0 0	113,750 149,423
Roger Wilbert CTO, VP Product Development	2010 2009	104,00 124,000	0 0	0 0	0 0	0 0	0 0	0 0	104,000 124,000
Lori J. Burshan Secretary, VP Marketing and Communications / Ext Relations, and Director	2010 2009	48,750 64,904	0 0	0 0	0 0	0 0	0 0	0 0	48,750 64,904
Douglas Vaught, Chief Operating Officer and Director	2010 2009	104,000 n/a	0 n/a	0 n/a	0 n/a	0 n/a	0 n/a	0 n/a	104,000 n/a

Narrative Disclosure to Summary Compensation Table

Salary described in the Summary Compensation Table consists of cash payments and accrued amounts owed to such named executive officers as of December 31, 2010. The Company does not have any other forms of compensation arrangements nor has the Company paid such named executive officers any additional compensation. There are no bonus plans, stock awards, option awards, non-equity incentive plans, non-qualified deferred compensation plans or other compensation programs, and there are no outstanding unexercised options, unvested stocks or equity incentive plan awards as of December 31, 2010.

Employment Agreements

The Company does not have any employment agreements with its executive officers. Our executive officers are employees-at-will and, therefore, may be terminated at any time, with or without cause, and with no severance award owed to them.

Stock Option Grants

We have not granted any stock options to the executive officers or directors since our inception.

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Outstanding Equity Awards At Fiscal Year-end Table

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer outstanding as of the end of our last completed fiscal year.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS						STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Shares of Stock That Have Not Vested (#)	Market Value of Shares or Shares of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Shares or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Shares or Other Rights That Have Not Vested (#)
Samir Burshan, CEO, President, Director	-	-	-	-	-	-	-	-	-
Roger Wilbert, CTO, VP Product Development	-	-	-	-	-	-	-	-	-
Lori Burshan, VP Marketing and Communications / Ext Relations	-	-	-	-	-	-	-	-	-
Douglas Vaught, Chief Operating Officer and Director	-	-	-	-	-	-	-	-	-

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Compensation of Directors Table

The table below summarizes all compensation paid to our directors for our last completed fiscal year.

DIRECTOR COMPENSATION
Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Samir Burshan	-	-	-	-	-	-	-
Lori Burshan	-	-	-	-	-	-	-
Douglas Vaught	-	-	-	-	-	-	-
James Zweifel	-	-	-	-	-	-	-
Stefanie Vaught	-	-	-	-	-	-	-
David Sylvester, former director	-	-	-	-	-	-	-

Narrative Disclosure to the Director Compensation Table

Directors do not currently receive any cash compensation from the Company or for their service as members of the Board of Directors. The compensation summarized above reflects the compensation each of our directors received in their capacities as executive officers of the Company.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information as to shares of our common stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 22,731,503 shares of common stock issued and outstanding as of April 15, 2011 and on 274,000 Shares of Series A Preferred Stock issued and outstanding as of April 15, 2011.

Name and Address of Beneficial Owners	Title of Class	Amount and Nature of Beneficial Ownership1	% of Class6
Samir K. Burshan 146 W. Plant Str., Suite 300 Winter Garden, FL 34787	Common	25,208,000 Shares2	55.45%
Lori J. Burshan 146 W. Plant Str., Suite 300 Winter Garden, FL 34787	Common	548,000 Shares3	1.21%
James E. Zweifel 146 W. Plant Str., Suite 300 Winter Garden, FL 34787	Common	1,096,000 Shares4	2.41%
Roger Wilbert 146 W. Plant Str., Suite 300 Winter Garden, FL 34787	Common	42,000 Shares	0.18%
Douglas Vaught 146 W. Plant Str., Suite 300 Winter Garden, FL 34787	Common	91,350 Shares	0.40%
Stefanie Vaught 146 W. Plant Str., Suite 300 Winter Garden, FL 34787	Common	0	0%
Samir K. Burshan 146 W. Plant Str., Suite 300 Winter Garden, FL 34787	Series A Preferred	252,080 Shares5	92.0%
Lori J. Burshan 146 W. Plant Str., Suite 300 Winter Garden, FL 34787	Series A Preferred	5,480 Shares	2.0%
James E. Zweifel 146 W. Plant Str., Suite 300 Winter Garden, FL 34787	Series A Preferred	10,960 Shares	4.0%
DIRECTORS AND OFFICERS – TOTAL
	Common	26,985,350 Shares	59.65%
	Series A Preferred	268,520 Shares	98.00%
Other 5% SHAREHOLDERS
None.

As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.

Includes 274,000 shares of common stock held by Mr. Burshan, together with 274,000 shares of common stock issuable upon conversion of the Series A Preferred Stock held by Mr. Burshan, 12,330,000 shares of common stock held by Burshan, LLC, and an additional 12,330,000 shares of common stock issuable to Burshan, LLC upon conversion of the Series A Preferred Stock held by that entity. Mr. Burshan, as the manager of Burshan, LLC, has the authority to control voting and investment decisions regarding the entity’s shares of common and preferred stock. Samir Burshan is the spouse of Lori Burshan.

Includes 274,000 shares of common stock held by Mrs. Burshan, together with 274,000 shares of common stock issuable upon conversion of the Series A Preferred Stock held by Mrs. Burshan.

Includes 548,000 shares of common stock held by Mr. Zweifel, together with 548,000 shares of common stock issuable upon conversion of the Series A Preferred Stock held by Mr. Zweifel.

Includes 5,480 shares of Series A Preferred Stock held by Mr. Burshan, together with 246,600 shares of Series A Preferred Stock held by Burshan, LLC.

Percentages for common stock are based on currently issued and outstanding common stock held by the named beneficial owner, without regard to additional shares issuable upon conversion of Series A Preferred stock.

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Item 13. Certain Relationships and Related Transactions, and Director Independence

Certain related party transactions are discussed in Note 5 to our Financial Statements included in this Annual Report. Except as disclosed therein, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, Shares carrying more than 5% of the voting rights attached to all of our outstanding Shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction since our incorporation or in any presently proposed transaction which, in either case, has or will materially affect us.

Director Independence

We are not a “listed issuer” within the meaning of Item 407 of Regulation S-K and there are no applicable listing standards for determining the independence of our directors. Applying the definition of independence set forth in Rule 4200(a)(15) of The Nasdaq Stock Market, Inc., we do not have any independent directors.

Item 14. Principal Accounting Fees and Services

Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended:

Financial Statements for the Year Ended December 31	Audit Services	Audit Related Fees	Tax Fees	Other Fees
2010	$11,500	$2,000	$0	$0
2009	$35,000	$0	$0	$0

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PART IV

Item 15. Exhibits, Financial Statements Schedules

(a) Financial Statements and Schedules – See Item 8

(b) Exhibits:

Exhibit Number	Description
3.1	Articles of Incorporation, as amended1
3.2	Bylaws, as amended1
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

1 Incorporated by reference to same exhibits previously filed with the Current Report on Form 8-K filed June 22, 2009.

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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.

PrismOne Group, Inc.

By:	/s/ Samir K. Burshan
	Samir K. Burshan President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director
	May 13, 2010

In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

By:	/s/ Samir K. Burshan
	Samir K. Burshan, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director
	May 13, 2010

By:	/s/ Lori Jensen Burshan
	Lori Jensen Burshan, Vice President of Marketing, Director
	May 13, 2010

By:	/s/ Douglas Vaught
	Douglas Vaught, Chief Operating Officer, Director
	May 13, 2010

By:	/s/ Stefanie Vaught
	Stefanie Vaught, Director
	May 13, 2010

PrismOne Group, Inc. - FORM 10-K - May 13, 2011

Attached files

PrismOne Group, Inc. Reports