Dura Track Enterprises Inc – ‘SB-2/A’ on 1/3/07

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Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Amendment No. 4                                       66    263K 

Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549    
------------------------  
FORM SB-2A    
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 
(Amendment No. 4)   

DURA TRACK ENTERPRISES, INC.  
(Name of small business issuer in its charter)  

Nevada                        2591                        80-0106888  
(State or Other             (Primary Standard                (IRS Employer      
Jurisdiction of          Industrial Classification          Identification #)   
Organization                      Code)                                       

DURA TRACK ENTERPRISES, INC.             CAPITAL CORPORATE SERVICES, INC. 
3638 North Rancho Drive, Suite 6-D              202 S. Minnesota Street         
Las Vegas, NV 89130                       Carson City, NV 89703   
(702) 839-2573                             (775) 884-0490     
(Address and telephone of                  Name, address and telephone    
registrant's executive office)              number of agent for service)    

Approximate date of commencement of proposed sale to the public: As soon as     
practicable after the effective date of this registration statement.            

If any of the securities being registered on this Form are to be offered on a   
delayed or continuous basis pursuant to Rule 415 under the Securities Act of    
1933, other than securities offered only in connection with dividend or         
interest reinvestment plans, check the following box. [X]                       

If this Form is filed to register additional common stock for an offering       
under Rule 462(b) of the Securities Act, please check the following box and     
list the Securities Act Registration Statement number of the earlier            
effective Registration Statement for the same offering.  [  ]                   

If this Form is a post-effective amendment filed under Rule 462(c) of the       
Securities Act, check the following box and list the Securities Act             
Registration Statement number of the earlier effective Registration Statement   
for the same offering. [   ]                                                    

If this Form is a post-effective amendment filed under Rule 462(d) of the       
Securities Act, check the following box and list the Securities Act             
Registration Statement number of the earlier effective Registration Statement   
for the same offering. [   ]                                                    

If delivery of the Prospectus is expected to be made under Rule 434, please     
check the following box. [  ]                                                   

INVESTING IN THE COMPANY'S COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE     
"RISK FACTORS" BEGINNING AT PAGE 9 OF THIS PROSPECTUS.                          

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CALCULATION OF REGISTRATION FEE       

Securities                                                                      
to be             Amount To Be  Offering Price   Aggregate    Registration
Registered            Registered    Per Share(1)  Offering Price     Fee(2)     
----------           ------------  -------------- -------------- ------------   
Common Stock          4,000,000      $ 0.025       $ 100,000       $ 11.76      

Common Stock by                                                                 
Selling Shareholders 3,200,000      $ 0.025       $  80,000(3)    $  9.42     

(1) The Offering price has been arbitrarily determined by Dura Track            
Enterprises, Inc. ("Dura Track") and bears no relationship to assets,           
earnings, or any other valuation criteria. No assurance can be given that the   
shares offered hereby will have a market value or that they may be sold at      
this, or at any price.                                                          

(2) The portion of the shares which are being offered by the Selling            
Shareholders has been calculated based upon Rule 457(c) under the Securities    
Act.                                                                            

(3) Dura Track will not receive any of the proceeds from the sale of common     
stock by Selling Shareholders.                                                  

REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON DATES AS MAY BE         
NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A         
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT    
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE        
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME        
EFFECTIVE ON DATES AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY       
DETERMINE.                                                                      

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A           
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE     
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY    
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT          
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR     
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE        
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE      
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF    
ANY SUCH STATE.                                                                 

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PROSPECTUS      

DURA TRACK ENTERPRISES, INC.    
COMMON STOCK      
UP TO 7,200,000 SHARES      

Dura Track Enterprises, Inc. ("Dura Track," "Company," "we") is registering     
up to 4,000,000 shares of its common stock, and up to 3,200,000 shares on       
behalf of certain Selling Shareholders, at a price of $0.025 per share.         

We will not receive any proceeds from the sale of the shares being offered by   
the Selling Shareholders. However, we will receive the net sales price of any   
of the shares being offered by the Company.                                     

The Company's shares are being offered through its sole officer and director,   
no underwriter or broker/dealer is involved. No underwriting discounts,         
discounts, or commissions will be paid from the proceeds of these shares. The   
Company's shares are being offered on a best-efforts basis, with no minimum     
purchase requirement. There will be no escrow or trust account arrangements,    
any proceeds will be placed directly into the Company's corporate account.      

The Selling Shareholders may sell their shares through broker-dealers who may   
receive compensation from the Selling Shareholders in the form of discounts     
or commissions.                                                                 

The Offering will be for a maximum period of 90 days from ________ and may be   
extended for an additional 90 days, if the Company so chooses to do so.         

There has been no public trading market for the common stock. Dura track        
Common stock is presently not traded on any market or securities exchange.      

The quoted price is the initial asking price by the selling shareholders and    
Company in their offering of shares. In the event that a market is created to   
trade these shares, the shares will be offered at the fixed price of $0.025     
per share for the duration of the offering.  At present, the selling            
shareholders have no agreements with any broker/dealer to sell these shares.    

Neither the Securities and Exchange Commission, nor any state securities        
commission, has approved or disapproved of these securities or passed upon      
the adequacy or accuracy of this prospectus. Any representation to the          
contrary is a criminal offense.                                                 

The date of this Prospectus is ___________________.     

INVESTING IN THE COMPANY'S COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE     
"RISK FACTORS" BEGINNING AT PAGE 9 OF THIS PROSPECTUS.                          

PLEASE READ THIS PROSPECTUS CAREFULLY.      

The information in this Prospectus is not complete and may be changed.  We      
may not sell these securities until this Registration Statement being filed     
with the Securities and Exchange Commission is effective. This Prospectus is    
not an offer to sell these securities and it is not soliciting an offer to      
buy these securities in any state where the offer or sale is not permitted.     

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TABLE OF CONTENTS 

SUMMARY OF OUR PROSPECTUS                                          6            
RISK FACTORS                                                       9            
USE OF PROCEEDS                                                   21            
DETERMINATION OF OFFERING PRICE                                   22            
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES                     23            
SELLING SECURITY HOLDERS                                          24            
PLAN OF DISTRIBUTION                                              25            
LEGAL PROCEEDINGS                                                 27            
DESCRIPTION OF PROPERTY                                           27            
BUSINESS                                                          27            
COMPANY HISTORY                                                   27            
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION         33            
MANAGEMENT                                                        35            
EXECUTIVE COMPENSATION                                            36            
PRINCIPAL SHAREHOLDERS                                            37            
DESCRIPTION OF SECURITIES                                         38            
CERTAIN TRANSACTIONS                                              40            
LITIGATION                                                        40            
EXPERTS                                                           40            
FINANCIAL STATEMENTS                                   F-1 thru F-19            
Part II. INFORMATION NOT REQUIRED IN THE PROSPECTUS               41            
EXHIBITS                                                          43            
UNDERTAKINGS                                                      44            
SIGNATURES                                                        46            

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DEALER PROSPECTUS DELIVERY OBLIGATION           

"Until _________________________________, all dealers that effect               
transactions in these securities, whether or not participating in this          
Offering, may be required to deliver a Prospectus. This is in addition to the   
dealer obligation to deliver a Prospectus when acting as underwriters and       
with respect to their unsold allotments or subscriptions."                      

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SUMMARY OF OUR PROSPECTUS   

This summary provides an overview of selected information contained elsewhere   
in this Prospectus. It does not contain all the information you should          
consider before making a decision to purchase the shares we are Offering. You   
should very carefully and thoroughly read the more detailed information in      
this Prospectus and review our financial statements contained herein.           
Summary Information About Dura Track Enterprises, Inc.                          

Dura Track Enterprises, Inc. was incorporated in the State of Nevada as a       
for-profit company on March 19, 2004 and established a fiscal year end of       
December 31. The Company is a development-stage company organized to            
manufacture and distribute drapery hardware, primarily composed of engineering  
plastics. The Company intends to offer more competitive pricing for its         
drapery components as compared to the traditional metal components currently    
available in the market. The Company will focus on providing its products in    
bulk to companies that are involved in the contract drapery business, known as  
"soft window treatments" in the industry. The Company has entered into an       
exclusive global License Agreement with the owner of the product line for the   
next 36 months, with a 36-month extension at the Company's option.              

Under the terms of the License Agreement, the Company has the global rights to  
manufacture and distribute the Dura Track product line and use any and all      
trademarks. The Company has agreed to pay a minimum royalty of $50,000 per      
annum for these product rights, based on a 20% royalty of gross revenues        
generated by the licensed products. On February 22, 2004 the Company signed an  
amendment to its License Agreement that waives the Company's obligation to      
begin paying royalties until May 1, 2006. The company has no retroactive        
financial obligations for royalties. Under the amended Agreement the Company    
does not have to begin paying any royalties prior to May 1, 2006. After May 1,  
2006 the Company must pay royalties equal to twenty percent of its gross        
proceeds earned from the sale of its licensed products with a minimum annual    
royalty of $50,000.                                                             

The Company may also choose to develop its own product line within the 72-      
month license period in order to further reduce costs and increase profit.      
Dura Track's core focus will be to manufacture and provide low-cost,            
wholesale drapery hardware components to the commercial drapery industry that   
specialize in providing soft window coverings for new construction and          
renovations of apartment buildings and condominiums. Dura Track products will   
be packaged and shipped in bulk.                                                

Our business office is located at 3638 North Rancho Drive, Suite 6-D, Las       
Vegas, NV 89130. Our telephone number is (702) 839-2573 and fax is (702) 243-   
6896. Our United States and registered statutory office is located at 202 S.    
Minnesota Street, Carson City, NV 89703, telephone number is (775) 884-0490,    
and the fax number is (775)884-0493. Our fiscal year end is December 31st.      

As of September 30, 2006, the end of the most recent fiscal quarter, Dura       
Track had raised $23,000 through the sale of its common stock. There is         
presently $239 of cash on hand in the corporate bank account. The Company       
currently has liabilities of $12,430, representing expenses accrued during      

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its start-up to date. In addition, the Company anticipates it will incur        
costs associated with this Offering totaling approximately $4,427. As of the    
date of this Prospectus, we have not yet generated or realized any revenues     
from business operations.                                                       

At present, there is no established public market for the Company's shares.     
There is no assurance that a public market for the company's shares will ever   
be established. If no public market is established for the Company's shares     
it may be difficult or impossible for shareholders to sell their shares in      
the Company.                                                                    

The following financial information summarizes the more complete historical     
financial information as indicated on the audited financial statements of the   
Company filed with this Prospectus.                                             

Concurrent Offering By Selling Shareholders                                     

Certain Selling Shareholders may endeavor to sell their shares of common        
stock at the same time Dura Track is conducting this Offering. The percentage   
of total outstanding common stock being offered by these Selling Shareholders   
is 31.3%. The price at which the Selling Shareholders offer their shares is a   
fixed price of $0.025 per share for the duration of the Offering. There is no   
arrangement to address the possible effect of the concurrent primary and        
secondary Offerings on the price of the stock. Dura Track will not receive      
any proceeds from the sale of the common stock by the Selling Shareholders.     

Summary Information About The Offering                                          

Securities being Offered    Up to 7,200,000 shares of common stock are being    
by Selling Shareholders,    offered, 3,200,000 common shares are being          
and the Company are         offered by Selling Shareholders and 4,000,000       
Common Stock, with a        shares of common stock are being offered by         
Par value of $0.001         Dura Track                                          

Offering Price Per Share    $0.025 per share for the duration of the            
by Dura Track and Selling   Offering                                            
Shareholders                                                                    

Number of Shares            10,200,000 common shares are currently issued       
Outstanding                 and outstanding. 3,200,000 of the issued and        
Before the Offering         outstanding shares are being offered for sale       
of Common Shares            under this Prospectus by certain Selling            
Shareholders.           

Number of Shares            14,200,000 common shares (if maximum is sold).      
Outstanding After the                                                           
Offering                                                                        

Minimum Number of           None                                                
Shares to be Sold                                                               
in this Offering                                                                

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Use of Proceeds            Dura Track will not receive any proceeds from the    
             sale of the common stock by the Selling
                  Shareholders. If all 4,000,000 common shares
                     being offered by Dura Track are sold, the total
                     gross proceeds to Dura Track would be $100,000.
                     The Company intends to use the proceeds of this
                     Offering (i) to continue to develop its current
                      products and manufacture initial inventory; (ii)
                      for the expansion of the Company's marketing and
                 sales capabilities; (iii) for other general
                 corporate and working capital purposes. The
                    Company anticipates administrative expenses of
                      approximately $4,427 over the next twelve months
                     associated with this Offering, including legal,
          accounting, and SEC filing ($2,077);
                   printing/mail ($250); and transfer agent fees
              ($2,100). The remaining proceeds will be
   allocated as described above.

Offering Period            The shares are being offered for a period not to     
                     exceed 90 days from the date this Prospectus is
                effective with the Securities and Exchange
                       Commission, unless extended by the Company for an
additional 90 days.       

Terms of the Offering      The Selling Shareholders will determine when and     
                    how they will sell the common stock offered in
this Prospectus.          

Summary of Financial Information                                                

                          As of March 19, 2004
 Balance Sheet                 (inception) to September 30, 2006

Total Assets                             $    239             
Total Liabilities                        $ 12,430             
Shareholders' Equity (deficit)           $(12,191)            

Operating Data                                                

Revenue                                  $      0             
Net Loss                                 $(35,191)            
Net Loss Per Share                       $  (0.00)            

Dura Track has had no revenues to date and has incurred only losses since its   
inception. The Company has had no operations and has been issued a "going       
concern" opinion from their accountants, based upon the sole reliance of the    
Company on the sale of its common stock to fund future operations.              

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RISK FACTORS      

Please consider the following risk factors before deciding to invest in our     
common stock.                                                                   

1.  AS THE COMPANY LACKS AN OPERATING HISTORY, IT FACES A HIGH RISK OF          
BUSINESS FAILURE, WHICH MAY RESULT IN THE LOSS OF YOUR INVESTMENT.              

The Company was recently formed to carry out the activities described in this   
Prospectus and has only a limited operating history upon which an evaluation    
of its prospects can be made. The Company's prospects must be considered        
keeping in mind the risks, expenses, and difficulties frequently encountered    
during the development stage of a business in an ever-changing industry and     
the research, development, manufacture, commercialization, distribution, and    
commercialization of technology, procedures, products, and related              
technologies. There can be no assurance that unanticipated technical or other   
problems will not occur which would result in material delays in product        
commercialization or that the efforts of the Company will result in successful  
product commercialization. There can be no assurance that the Company will be   
able to achieve profitable operations.                                          

2.  KEY MANAGEMENT PERSONNEL MAY LEAVE THE COMPANY, WHICH COULD ADVERSELY       
AFFECT THE ABILITY OF THE COMPANY TO CONTINUE OPERATIONS.                       

The Company is dependent on the efforts and abilities of its senior             
management. The loss of any member of that management could have a material     
adverse effect on the Company's business and its prospects. The Company         
believes that all commercially reasonable efforts have been made to minimize    
the risks attendant with the departure by key personnel from service; however,  
there can be no assurances that replacement personnel, if any, will cause the   
Company to operate profitably. All decisions regarding management of the        
Company's affairs will be made exclusively by its sole officer and director.    
Purchasers of the offered shares may not participate in the management of the   
Company and, therefore, are dependent upon the management abilities of the      
Company's sole officer and director. The only assurance that the shareholders   
of the Company (including purchasers of the offered shares) have that the       
Company's sole officer and director will not abuse his discretion in making     
decisions with respect to its affairs and other business decisions is the       
fiduciary obligations and business integrity of the Company's sole officer and  
director. Accordingly, no person should purchase offered shares unless that     
person is willing to entrust all aspects of management to the Company's sole    
officer and director, or his successors. Potential purchasers of the offered    
shares must carefully evaluate the personal experience and business             
performance of the Company's sole officer and director. The Company's sole      
officer and director may retain independent contractors to provide services to  
the Company. Those contractors have no fiduciary duty to the shareholders of    
the Company and may not perform as expected. The Company does not maintain key  
person life insurance on any of its senior management.                          

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3.  INVESTING IN THE COMPANY IS A HIGHLY SPECULATIVE INVESTMENT AND COULD       
RESULT IN THE LOSS OF YOUR ENTIRE INVESTMENT.                                   

A purchase of the offered shares is significantly speculative and involves      
significant risks. The offered shares should not be purchased by any person     
who cannot afford the loss of his or her entire purchase price. A purchase of   
the offered shares would be "unsuitable" for a person who cannot afford to      
lose his or her entire purchase price. The business objectives of the Company   
must also be considered speculative, and there is no assurance the Company      
will satisfy those objectives. No assurance can be given that the shareholders  
of the Company will realize a substantial return on their purchase of the       
offered shares, or any return whatsoever, or that the shareholders of the       
Company will not lose their investments in the Company completely. For this     
reason, each prospective purchaser of offered shares should read this           
Prospectus and all exhibits to this Prospectus carefully and consult with that  
purchaser's attorney, business advisor, and/or investment advisor.              

4.  BECAUSE THE SOLE OFFICER AND DIRECTOR OF THE COMPANY HAS OTHER OUTSIDE      
BUSINESS INTERESTS AND ACTIVITIES, HE MAY NOT BE IN A POSITION TO DEVOTE AN     
ADEQUATE AMOUNT OF HIS TIME TO THE COMPANY'S ACTIVITIES WHICH MAY RESULT IN     
BUSINESS FAILURE.                                                               

The Company's sole officer and director is employed full time elsewhere. The    
Company's sole officer and director may have conflicts of interests in          
allocating his time, services, and functions between his full time employment   
position and the Company. The Company's sole officer and director has the       
flexibility in his current employment to spend approximately 10 hours per week  
working on the Company. The Company's sole officer and director has stated      
that he is prepared to devote more time to the Company as it becomes            
necessary.                                                                      

5.  IF THE COMPANY DOES NOT GENERATE ENOUGH SALES IT MIGHT LOSE THE RIGHT TO    
MANUFACTURE AND DISTRIBUTE THE PRODUCT LINE WHICH WOULD MATERIALLY AFFECT THE   
ABILITY OF THE BUSINESS TO CONTINUE TO OPERATE.                                 

Under the terms of the exclusive global license agreement with the owner of     
the product line, Dura Track has the rights to manufacture and distribute the   
Dura Track product line and has the rights to use and control the plastic-      
injection molds used in the manufacturing of the product line. The Company has  
agreed to pay a royalty of 20% of the Company's gross revenues generated by     
the licensed products, with an annual minimum royalty of $50,000 to retain the  
product rights. The royalty is payable annually on the anniversary date of the  
license agreement (dated May 1, 2004). In the event that the Company does not   
generate enough sales to cover the minimum royalty, the Company could lose its  
rights to manufacture and distribute the product line. The term of the          
agreement is for 36 months with a 36-month renewal, under the same terms, at    
the Company's option. The Company may develop its own product line during the   
licensing period to increase its profit margins. This does not conflict with    
any of the terms and conditions of the existing license agreement.              

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6.  THERE IS NO ESTABLISHED MARKET FOR SHARES OF THE COMPANY'S COMMON STOCK,    
WHICH COULD MAKE MARKETS FOR THESE SHARES EXTREMELY ILLIQUID.                   

At present, there is no established public market for the Company's shares.     
As a result, the Offering price and other terms and conditions relative to      
the Company's shares have been arbitrarily determined by the Company and do     
not bear any relationship to assets, earnings, book value, or any other         
objective criteria of value. Additionally, because the Company was recently     
formed and has only a limited operating history and no earnings, the price of   
the offered shares is not based on its past earnings, and no investment         
banker, appraiser, or other independent third party has been consulted          
concerning the Offering price for the shares or the fairness of the Offering    
price used for the shares.                                                      

7.  IN THE EVENT OF THE DISSOLUTION OF THE COMPANY IT IS UNLIKELY THAT THERE    
WILL BE SUFFICIENT ASSETS REMAINING TO DISTRIBUTE TO THE SHAREHOLDERS.          

In the event of dissolution of the Company, the proceeds realized from the      
liquidation of its assets, if any, will be distributed to the shareholders      
only after satisfaction of claims of the Company's creditors. The ability of a  
purchaser of the offered shares to recover all or any portion of his or her     
purchase price for the offered shares in that case will depend on the amount    
of funds realized and the claims to be satisfied therefrom.                     

8.  THE SHARES OF THE COMPANY ARE CONSIDERED "PENNY STOCKS" WHICH MAY IMPACT    
ON AN INVESTOR'S ABILITY TO RE-SELL THEIR SHARES ON THE PUBLIC MARKET.          

The Securities and Exchange Commission ("Commission") has adopted rules that    
regulate broker-dealer practices in connection with transactions in "penny      
stocks". Penny stocks generally are equity securities with a 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 not otherwise exempt from those rules,  
deliver a standardized risk disclosure document prepared by the Commission,     
which specifies information about penny stocks and the nature and significance  
of risks of the penny stock market. The broker-dealer also must provide the     
customer with bid and offer quotations for the penny stock, the compensation    
of the broker-dealer and its salesperson in the transaction, and monthly        
account statements indicating 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  
agreement to the transaction. These disclosure requirements may have the        
effect of reducing the trading activity in the secondary market for a stock     
that becomes subject to the penny stock rules. If any of the Company's          
securities becomes subject to the penny stock rules, holders of those           
securities may have difficulty selling those securities.                        

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9.  THERE IS NO ASSURANCE THAT THE COMPANY WILL RAISE ENOUGH CAPITAL THROUGH    
THIS SHARE OFFERING TO MEET ITS OBLIGATIONS.                                    

The offered shares are being offered on a "best efforts" basis and no person,   
firm, or corporation has agreed to purchase any of the offered shares. No       
assurance can be given that any or all of the offered shares will be sold.      
This offering is being conducted on a "best efforts" basis; the Company may     
fail to raise enough money to implement its business strategies. There is no    
minimum amount of funding the Company must raise before its management can      
spend the capital raised. Should the Company fail to raise enough capital to    
implement its business strategies, it will fail and its shareholders will       
loose their investment.                                                         

10.  BECAUSE THE COMPANY DOES NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR           
INVESTORS SUBSCRIPTIONS, AND ANY FUNDS THE COMPANY RECEIVES MAY BE UTILIZED,    
THERE CAN BE NO ASSURANCE THAT THE FUNDS THE COMPANY RECEIVES WILL ALLOW THE    
COMPANY TO REMAIN IN BUSINESS AND INVESTORS COULD LOSE THEIR ENTIRE             
INVESTMENT.                                                                     

The terms of this Offering do not establish a minimum amount of funds that the  
Company must receive in order to utilize the proceeds from the Offering;        
therefore, no provisions have been made to deposit in escrow any of the funds   
received from the purchase of the offered shares. Even if the Company is        
successful in selling all of the offered shares, the funds available for        
operation may not be adequate to carry out its business objectives for an       
extended period of time and additional funds may be required. There is no       
assurance that additional funds will be available from any source. If           
additional funds are not available, the Company may not be able to continue to  
operate, in which event purchasers of the offered shares may lose their entire  
investment.                                                                     

11.  INVESTORS MAY FIND DECISIONS MADE BY MANAGEMENT CONTRARY TO THEIR          
INTERESTS.                                                                      

The officer of the Company has complete discretion in the allocation of the     
proceeds of the Offering; therefore, purchasers of the offered shares must      
entrust the ultimate allocation of those proceeds to the judgment of the        
officer. While the Company anticipates that the proceeds of the Offering will   
be used for working capital, infrastructure development, marketing, and         
general corporate purposes, the Company may also utilize the Offering proceeds  
for any purpose that it sees fit for its business purpose.                      

12.  EXISTING SHAREHOLDERS COULD LOSE EFFECTIVE CONTROL OF THE COMPANY, AND     
MAY NOT BE ABLE TO ELECT A REPRESENTATIVE TO THE BOARD OF DIRECTORS.            

Upon consummation of this Offering, if all the shares are sold the post-        
Offering shareholders of the Company will beneficially own a majority of the    
issued and outstanding shares of the Company's common stock. As shareholders    
are entitled to accumulate their votes for the election of directors, or        
otherwise, when voting at shareholders meetings, the post-Offering              
shareholders may effectively control the election of all members to the Board   
of Directors of the Company and will be able to determine all corporate         
actions. Hence, as minority shareholders, the pre-Offering shareholders may     
not be able to elect any representatives to the Board of Directors.             

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13.  THE COMPANY DOES NOT EXPECT TO PAY CASH DIVIDENDS, WHICH MAY LOWER         
EXPECTED RETURNS FOR INVESTORS.                                                 

The Company does not anticipate paying dividends on its common stock in the     
foreseeable future, but plans rather to retain earnings, if any, for the        
operation and expansion of its business.                                        

14.  THE COMPANY MAY NOT BE SUCCESSFUL IN IMPLEMENTING ITS MARKETING STRATEGY   
WHICH COULD RESULT IN THE LOSS OF AN INVESTOR'S ENTIRE INVESTMENT.              

Although the Company intends to pursue a strategy of aggressively marketing     
its products and services, implementation of the Company's marketing strategy   
will depend largely on its customers accepting the Company's product line.      
Because the Company's drapery hardware line is made entirely of plastic the     
Company will face skepticism from consumers. Consumers may feel the plastic     
components will not perform as well as their more traditional metal             
counterparts. The inability of the Company to overcome any market skepticism    
would impair its ability to implement its business strategy successfully,       
which could have a material adverse effect on its results of operations and     
financial condition.                                                            

15.  THERE IS NO ASSURANCE THAT THE COMPANY CAN CREATE OR SUSTAIN A MARKET FOR  
ITS SHARES.                                                                     
There is currently no traded public market for the Company's common stock.      
There are no assurances that any public market will be established or           
maintained for the Company's stock. If no public market is established for      
the Company's shares, it may be difficult or impossible for shareholders to     
sell their shares in the Company.                                               
16.  UNCERTAINTY EXISTS AS TO WHETHER THE COMPANY WILL HAVE SUFFICIENT FUNDS    
TO CARRY OUT ITS BUSINESS STRATEGY THEREBY MAKING AN INVESTMENT IN THE COMPANY  
EXTREMELY SPECULATIVE.                                                          

The Company will likely be required to raise substantial funds in addition to   
the proceeds from this Offering. The Company's forecast of the period of time   
through which its financial resources will be adequate to support its           
operations is a forward-looking statement that involves risks and               
uncertainties, and actual results could vary as a result of a number of         
factors, including those described in these Risk Factors and elsewhere in this  
Prospectus.                                                                     

The Company may require additional cash to implement its business strategies,   
including cash for (i) payment of increased operating expenses and (ii)         
further implementation of those business strategies. Such additional capital    
may be raised through public or private financings, as well as borrowings       
and/or other resources. To the extent that additional capital is raised         
through the sale of equity or equity-related securities, the issuance of such   
securities could result in a dilution of the Company's stockholders' equity     
position. If adequate funds are not available, the Company may be required to   
curtail operations significantly or to obtain funds through entering into       
arrangements with collaborative partners or others that may require it to       
relinquish rights to certain of its technologies or product candidates that     
the Company would not otherwise relinquish. No assurance can be given,          

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however, that the Company will have access to the capital markets in the        
future, or that financing will be available on acceptable terms to satisfy the  
cash requirements of the Company to implement its business strategies. The      
inability of the Company to access the capital markets or obtain acceptable     
financing could have a material adverse effect on its results of operations     
and financial conditions.                                                       

Risks Related to the Company's Market and Strategy    

17.  BECAUSE OF THE COMPANY'S DEPENDENCE ON RAW PLASTIC TO MANUFACTURE ITS      
PRODUCT, A DISRUPTION IN PLASTIC SUPPLY, AN INCREASE IN THE MARKET PRICE, OR A  
SHORTAGE OF CRUDE OIL WOULD AFFECT THE COMPANY'S COSTS OF DOING BUSINESS AND    
COULD CAUSE THE BUSINESS TO FAIL.                                               

The Company's success will be dependent in large part on its continued supply   
of raw materials, which are comprised mainly of engineering plastics from       
major manufacturers such as BASF Corporation and Dow Chemical Company. The      
Company is also reliant upon stable raw plastic pricing. Plastics are a         
petroleum-based product and market availability of crude oil and market price   
fluctuation could have a significant negative impact on the cost of             
manufacturing the Company's drapery hardware components.                        

18.  BECAUSE THE COMPANY'S ENTIRE PRODUCT LINE IS MADE USING INJECTION MOLDS,   
THE BUSINESS WOULD LIKELY FAIL IF THE MOLDS BECOME LOST, DAMAGED OR DESTROYED.  

The Company's product line is manufactured entirely of engineering plastics,    
made through an injection molding process. The Company's injection molds could  
be damaged or even destroyed during the manufacturing process. The Company      
anticipates making significant efforts in the maintenance and safe guard of     
its molds, but there can be no assurances that the Company will be successful   
in maintaining the operational status of its molds, the temporary or permanent  
loss of which, resulting from physical damage or operating malfunction, could   
have a material adverse effect on its business.                                 

19.  BECAUSE THE COMPANY'S PRODUCT IS INTENDED FOR USE BY THE CONSTRUCTION      
INDUSTRY, A DOWNTURN IN THE HOUSING MARKET WOULD REDUCE THE DEMAND FOR WINDOW   
COVERINGS AND COULD MAKE THE BUSINESS UNPROFITABLE.                             

The majority of the Company's products and services will be provided through    
dealers and distributors who provide wholesale products to companies involved   
in supplying soft window coverings to the construction industry. The market     
for new apartment buildings and condominium construction is heavily tied to     
the state of the general economy. Increased interest rates and any other        
factors resulting in a drop in the new housing market could have an adverse     
effect on the market's demand for the Company's products.                       

20.  IF OUR PRODUCTS DO NOT MEET CUSTOMER QUALITY STANDARDS, WE COULD FAIL TO   
OBTAIN A SUSTAINABLE SHARE OF THE MARKET AND NOT BE ABLE TO CONTINUE IN         
BUSINESS.                                                                       

There can be no assurance that the Company's line of drapery hardware will      
perform as expected in commercial applications.  Should certain components      
fail in their application, there can be no assurance that the Company will      

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have the knowledge or financial resources to correct the defective product.     
Should the Company's products fail in their commercial application and the      
Company is unable to rectify the problem, the Company will fail, and the        
Company's shareholders will loose their entire investment.                      

21.  THE COMPANY WOULD BE HARMED, TO THE POINT OF BEING UNABLE TO CONTINUE      
DOING BUSINESS, IF LITIGATION OVER COPYRIGHT INFRINGEMENT OR PRODUCT LIABILITY  
WERE INITIATED ON ITS OWN ACCOUNT OR IN RESPONSE TO THE CLAIMS OF OTHERS.       

There has been substantial litigation in the construction industry regarding    
legislation on new housing warranties, builders' liabilities, and product       
defects. There can be no assurance that third parties will not, in the future,  
claim infringement by the Company with respect to current or future products,   
trademarks, or other proprietary rights. There can also be no assurance that    
the Company will not be sued for liability due to product failure in a          
commercial application. It is possible that the failure of certain support      
brackets that hold drapery tracks and draperies to a wall may fail thus         
causing the drapery hardware to fall causing bodily harm. Should the Company    
face a claim for liability there can be no assurance that the Company will      
have the financial resources to defend such an action or that any such defense  
would be successful.                                                            

22.  BECAUSE THE COMPANY IS NEW IN THE MARKET, THERE IS NO ASSURANCE THAT THE   
DURA TRACK PRODUCT LINE WILL BE ACCEPTED OR THAT IT CAN ESTABLISH ANY MARKET    
PRESENCE AT ALL.  IF THE COMPANY CANNOT CREATE A MARKET FOR ITS PRODUCTS IN AN  
EXTREMELY COMPETITIVE INDUSTRY IT WILL FAIL.                                    

The market for window coverings in new construction and renovation market is    
rapidly changing and significantly competitive. The Company expects             
competition for window covering products to continue to increase, and, if it    
cannot compete effectively, its business could be harmed. Moreover, the         
Company expects the number of smaller companies competing for the commercial    
window covering business to increase due to the low cost of entry in            
providing hard window coverings, such as venetian blinds or mini blinds.        
Competition will probably increase significantly as new companies enter the     
market and current competitors expand their services. Some of the Company's     
competitors may enjoy substantial competitive advantages, including (i)         
larger number of distributors; (ii) long term, established business             
relationships; (iii) greater brand name recognition; (iv) more fully-           
developed marketing plans (v) larger production and service staff; and (vi)     
substantially greater financial, marketing, technical, and other resources.     
If the Company does not compete effectively, or if the Company experiences      
any pricing pressures, reduced margins or loss of market share resulting from   
increased competition, its business could be adversely affected. Competition    
may include companies that are larger and better capitalized, have superior     
expertise, or have more established name recognition, than the Company. There   
can be no assurance that competitors will not develop Internet-related          
products and services that are superior to, or achieve greater market           
acceptance than, the Company's.                                                 

Although the Company believes that the diverse segments of the window covering  
market will and do provide opportunities for more than one supplier of window   
covering products and services similar to those of the Company, it is possible  

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that a single supplier may dominate one or more market segments. If             
competition increases from these and other sources, the Company might have to   
respond to competitive pressures by implementing pricing, marketing, and other  
programs, or seeking additional strategic alliances or acquisitions, that may   
be less favorable than would otherwise be established or obtained. Any such     
response to competition could materially affect the Company's business,         
results of operations, and financial conditions. The Company also has           
significant competition from other competitors in international markets,        
including competition from Asian-based competitors, in addition to companies    
that are already well established in foreign markets. Many of the existing      
competitors, in addition to a number of potential new competitors, have or may  
have significantly greater financial, technical, and marketing resources that   
the Company.                                                                    

23.  THE COMPANY MAY REQUIRE ADDITIONAL FUNDING TO CARRY OUT THE TECHNICAL      
RESEARCH AND DEVELOPMENT OF ITS PRODUCT LINE IN ORDER TO BECOME COMPETITIVE.    
THERE IS NO ASSURANCE THAT THIS FUNDING WILL BE SECURED. IF FUNDING IS NOT      
PROVIDED, THE COMPANY MAY HAVE TO DISCONTINUE ITS OPERATIONS.                   

The market for the products and manufacturing technology deployed by the        
Company is characterized by rapidly changing technology in the field of         
engineering plastics that could result in product obsolescence or short         
product life cycles. Each of the Company's products is dependent on specific    
engineering plastics with certain characteristics that make them viable in      
their shape and use. There can be no assurance that the raw materials the       
Company uses to manufacture its products will always be available from its      
current suppliers or that a similar type of plastic will be available from      
another manufacturer.                                                           

The Company may be required to adapt to technological changes in the injection  
molding industry and to develop products and technology to satisfy evolving     
industry or customer requirements, any of which could require the expenditure   
of significant funds and resources. The Company does not have a source or       
commitment for any such funds and resources. Development efforts relating to    
the technological aspects of the various products to be developed by the        
Company are not substantially completed. Accordingly, the Company may have to   
continue to refine and improve those products. Continued refinement and         
improvement efforts remain subject to the risks inherent in new product         
development, including unanticipated technical or other problems that could     
result in material delays in product commercialization or significantly         
increase costs. In addition, there can be no assurance that those products and  
technologies will prove to be sufficiently reliable or durable in wide spread   
commercial application. If the Company has to embark on the development of new  
products, such product development may delay its marketing plans and cause it   
to incur additional costs. Additional cost would have a detrimental effect on   
the Company's earning and financial position.                                   

24.  THE COMPANY'S BUSINESS MAY BE NEGATIVELY AFFECTED IF THE COMPANY BECOMES   
SUBJECT TO BURDENSOME MANUFACTURING STANDARDS.                                  

It is possible that certain product and safety standards could be implemented   
that would require the Company to have its products approved or certified. The  
American National Standards Institute has developed voluntary standards for     

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corded window products (ANSI/WCMA A100.1 - 2002) that govern the manufacture    
and installation of cords on window coverings.  The ANSI may develop,           
implement and require other safety and design standards for window coverings    
that the company may not be able to implement.                                  
There is no assurance that the Company will have the resources to meet any      
engineering or testing requirements that may be needed to satisfy any new       
standard, or that the Company's products will pass any such testing or          
certification if the engineering and testing is undertaken. Should the          
Company's products be subjected to new standards, it is possible that the       
Company would be unable to sell its products in either the new construction or  
residential market. Should the Company not be able to meet newly implemented    
safety standards, the Company would fail.                                       

The Company is not currently subject to direct regulation by any government     
agency in the United States, other than regulations applicable to businesses    
in general.                                                                     

25.  A SLOWDOWN IN THE ECONOMY COULD EFFECT NEW CONSTRUCTION.                   
Higher interest rates and other factors may cause a slow down in the North      
American construction industry. The Company's main market focus is new          
construction of apartments and condominiums. A slow down in new construction    
could severely harm the potential demand for the Company's products. If a       
recession or other unfavorable economic events strike North America, the        
Company's business would be severely harmed.                                    

26.  COMPENSATION MAY BE PAID TO OFFICERS, DIRECTORS AND EMPLOYEES REGARDLESS   
OF THE COMPANY'S PROFITABILITY.                                                 

The officers, directors, and employees of the Company may be entitled to        
receive compensation, payments, and reimbursements regardless of whether the    
Company operates at a profit or a loss. Any compensation received by officers,  
directors, and management personnel will be determined from time to time by     
the board of directors. Officers, directors, and management personnel are       
expected to be reimbursed for any direct out-of-pocket expenses they have       
incurred on behalf of the Company.                                              
The Company is obligated by law to pay all employees, as well as the various    
insurance and governmental deductions. The requirement to pay employees may     
put a strain on the Company's cash flow and, as a result, the Company may not   
be able to finance the ordering or marketing of its products. If payroll        
priorities expend our cash on hand, the Company will not be able to continue    
operations.                                                                     

27.  THERE IS A LIMITATION ON THE LIABILITY OF THE SOLE OFFICER AND DIRECTOR    
OF THE COMPANY. INVESTORS IN THIS OFFERING MAY NOT FEEL COMFORTABLE INVESTING   
IN A COMPANY WHOSE SOLE OFFICER AND DIRECTOR HAS LIMITED OR NO LIABILITY TO     
ITS SHAREHOLDERS FOR DAMAGES.                                                   

The Articles of Incorporation of the Company include a provision eliminating    
or limiting the personal liability of the Company's sole officer and director,  
and other shareholders, for damages for breach of fiduciary duty as an officer  
or director. Accordingly, our sole officer and director may have no liability   
to the shareholders for any mistakes or errors of judgment or for any act of    
omission, unless such act or omission involves intentional misconduct, fraud,   
or a knowing violation of law or results in unlawful distributions to the       
shareholders.                                                                   
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28.  THE COMPANY MAY NOT BE ABLE TO CONTINUE OPERATING IF IT IS UNABLE TO MEET  
PRODUCT DELIVERY REQUIREMENTS.                                                  

The Company once it begins its manufacturing and marketing efforts expects to   
experience growth and expects such growth to continue for the foreseeable       
future. The Company's growth may place a significant strain on its management,  
financial, operating, and technical resources. The Company cannot estimate      
when a customer will order products or how many products that customer may      
order. The commercial construction industry is a time regulated environment;    
contractors are obligated under the threat of severe financial penalties to     
finish a new housing project on time. In many circumstances apartments and      
condominiums are pre sold with a promised occupancy date.  Should the Company   
have a contract to supply the required drapery hardware by a certain date       
there is no guarantee that the Company will be able to fulfill the order        
requirement. The Company could face penalties, law suites and loss of future    
business if it fails to deliver its products on time. Severe failures to        
deliver could cause the Company to go out of business and the investors would   
loose their entire investment.                                                  

29.  THERE MAY BE ADDITIONAL COSTS THAT WERE NOT ANTICIPATED AND THERE IS NO    
CERTAINTY THAT THE COMPANY WILL BE ABLE TO RAISE THE ADDITIONAL FINANCING       
NECESSARY TO COVER THESE COSTS.                                                 

Management has used reasonable efforts to assess and predict costs and          
expenses. However, there can be no assurance that implementing the Company's    
business plan may not require more employees, capital equipment, supplies, or   
other expenditure items than management has predicted. Similarly, the cost of   
compensating additional management, employees, and consultants, or other        
operating costs may be more than management's estimates, which could result in  
sustained losses. The Company's products are manufactured out of plastic that   
is a product of oil. The Company could face and increase in the price of its    
raw materials that would effectively make the Company's products too costly to  
manufacture and sell. A significant rise in crude oil costs that would effect   
the Company's raw material costs would cause the Company to fail.               

30.  THE COMPANY'S INABILITY TO COLLECT ITS ACCOUNTS RECEIVABLE COULD HAVE A    
NEGATIVE IMPACT UPON ITS CASH FLOWS                                             

The Company expects that most of its customers will require standard credit     
terms of net 30 days. The Company will use reasonable efforts to assess the     
credit risks of its customers, which includes engaging the professional         
services of companies such as Dunn & Bradstreet. The Company may encounter      
customers that default on payment for product orders and such default could     
have an adverse effect on the Company's cash flow and net profits. The          
commercial construction industry is a volatile market; large housing projects   
often go over budget, with the last suppliers being the ones whose invoices     
are not paid. In a housing project, the last items to be installed are the      
window coverings. As the Company's products will be ordered and paid for last,  
we have a higher risk of payment default than other suppliers to a housing      
construction project.                                                           

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31.  THE COMPANY CANNOT OFFER ANY ASSURANCES THAT IT WILL RECEIVE REVENUES OR   
CAN ACHIEVE OPERATING PROFITS. IF THE COMPANY CANNOT MAKE A PROFIT,             
SHAREHOLDERS MAY LOSE THEIR ENTIRE INVESTMENT.                                  

There can be no assurance that the Company will be able to develop consistent   
revenue or that its operations will become profitable. The market for window    
coverings is highly dependant on the amount of new construction, the activity   
in the renovation sector and trends and consumer preference in interior         
decorating styles.  These conditions often occur in cycles that can be          
influenced by the general strength of the economy or, in the case of            
decorating styles, the popularity of certain looks or materials.  Should the    
Company enter the market when any of these factors do not support the sale of   
soft window coverings, the business may not be able to sell sufficient          
quantities of its product.  If the Company does not generate revenues it may    
have to seek further financing in order to stay in business. There is no        
assurance that the Company will be successful in raising additional capital     
and the Company would fail.                                                     

32.  THERE IS A RISK THE COMPANY COULD LOSE ITS ABILITY TO MANUFACTURE ITS      
PRODUCT LINE.                                                                   

The Company has to meet certain minimal royalty payments annually to keep its   
manufacturing and resale rights to the Dura-Track drapery hardware line. There  
is no assurance that the Company will be able to meet its royalty payments and  
the Company could loose its rights to its product line.                         

33.  THE COMPANY IS DEPENDANT ON THIRD-PARTY PROVIDERS FOR CERTAIN PRODUCTS     
AND SERVICES AND MAY NOT BE ABLE TO CONTINUE OPERATIONS IF THERE IS A           
DISRUPTION IN THE SUPPLY OF PRODUCTS AND SERVICES.                              

The Company may be dependent upon various third parties for significant         
services and products, which services and products may be provided pursuant to  
agreements with such providers. Inasmuch as the capacity for certain services   
and products by certain third parties may be limited, the inability of those    
third parties, for economic or other reasons, to provide services or products   
could have a material adverse effect.  The Company will have to purchase raw    
plastic material from companies such as Dow Chemicals and BASF, should these    
companies be unable to supply raw materials in a timely manner the Company's    
ability to deliver product could be adversely affected. The Company is also     
dependant on its preferred manufacturer Leone Industries that owns the          
injection molding equipment required to make the Company's products utilizing   
the injection molds the Company has licensed. There can be no assurance that    
Leone Industries will be able to manufacture the Company's products in a        
timely and efficient manner. Should any of the suppliers of raw materials or    
the Company's manufacturer fail to supply the Company with their products or    
services the Company would experience significant hardship and would fail.      

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Risks Related to this Offering              

34.  THE COMPANY CANNOT PROVIDE ANY GUIDANCE AS TO THE FEDERAL TAX              
IMPLICATIONS OR CONSEQUENCES OF THE PURCHASE OR SALE OF THESE SHARES.           

The Company has obtained no ruling from the Internal Revenue Service and no     
opinion of counsel with respect to the federal income tax consequences of this  
Offering. Consequently, purchasers of the offered shares must evaluate for      
themselves the income tax implications that result from their purchase and      
possible subsequent sale of the offered shares.                                 

35.  THE COMPANY'S BUSINESS STRATEGY ANTICIPATES INTERNATIONAL SALES. THERE IS  
SIGNIFICANT RISK ASSOCIATED WITH DOING BUSINESS IN INTERNATIONAL MARKETS        

An aspect of the Company's strategy is to promote and commercially exploit its  
products and services in international markets. There can be no assurance that  
the Company will be able to market and operate its products and services in     
foreign markets successfully. In addition to the uncertainty as to the          
Company's ability to generate revenues from foreign operations and create an    
international presence, there are certain risks inherent in doing business      
internationally, such as unexpected changes in regulatory requirements, export  
restrictions, trade barriers, difficulties in staffing and managing foreign     
operations, longer payment cycles, problems in collecting accounts receivable,  
political instability, fluctuations in currency exchange rates, seasonal        
reductions in business activity in certain parts of the world, and potentially  
adverse tax consequences, which could adversely impact the success of the       
Company's international operations.                                             

The Company may sell its products and services in currencies other than the     
United States dollar, which would make the management of currency fluctuations  
difficult and expose the Company to risks in this regard. The Company's         
results of operations may be subject to fluctuations in the value of various    
currencies against the United States dollar. Although management will monitor   
the Company's exposure to currency fluctuations, there can be no assurance      
that exchange rate fluctuations will not have a material adverse effect on the  
Company's results of operations, or financial condition.                        

The products and services of the Company may be subject to numerous foreign     
government standards and regulations that are continually being amended.        
Although the Company will endeavor to satisfy foreign technical and regulatory  
standards, there can be no assurance that the products of the Company will be   
able to comply with foreign government standards and regulations, or changes    
thereto, or that it will be cost effective for the Company to redesign its      
products or technologies to comply with such standards or regulations. The      
inability of the Company to design or redesign products to comply with foreign  
standards could have a material adverse effect on the Company's business,       
financial condition and results of operations.                                  

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USE OF PROCEEDS               

The Company intends to use the proceeds of this Offering (i) to continue        
enhance its current products and technologies, specifically related to the      
Company's line of drapery hardware; (ii) for the expansion of the Company's     
marketing and sales capabilities; (iii) for other general corporate and         
working capital purposes. The Company can give no assurance that its research   
and development will provide technologies or products that will be              
commercially feasible or acceptable. Although the Company presently intends to  
use the proceeds of this Offering as described in this section, the management  
of the Company has absolute discretion to adjust the application and            
allocation of the net proceeds of this Offering in order to accommodate         
various circumstances and opportunities. As a result of the foregoing, the      
success of the Company may be affected by the discretion and judgment of the    
management of the Company with respect to the application and allocation of     
the net proceeds of this Offering. In the event that the Company's plans        
change, its assumptions change or prove to be inaccurate, or the proceeds of    
the Offering prove to be insufficient, the Company may find it necessary or     
advisable to reallocate proceeds within the above-described categories or to    
use proceeds for other purposes, or it may be required to seek additional       
financing or curtail its operations.                                            

The Company anticipates administrative expenses of approximately $4,427 over    
the next twelve months associated with this Offering, including legal,          
accounting, and SEC filing ($2,077); printing/mail ($250); and transfer agent   
fees ($2,100). The remaining proceeds will be allocated as described in the     
preceding paragraph.                                                            

The net proceeds of this Offering that are not expended immediately may be      
deposited, at the Company's discretion, in interest or non-interest bearing     
accounts, or invested in government obligations, certificates of deposit,       
commercial paper, money market accounts or similar investments, which may not   
be insured.                                                                     

This Offering is being made on a self-underwritten basis - no minimum of        
shares must be sold in order for the Offering to proceed. The Offering price    
per share is $0.025. The following table below sets forth the uses of           
proceeds assuming the sale of 25%, 50%, 75% and 100% of the securities          
offered for sale in this Offering by the Company.                               

                        If 25% of   If 50% of   If 75% of   If 100% of
                       Shares Sold Shares Sold Shares Sold Shares Sold
                       ----------- ----------- ----------- -----------
GROSS PROCEEDS FROM                                                             
THIS OFFERING               $25,000     $50,000     $75,000    $100,000     
                       =======     =======     =======    ========

Less: OFFERING EXPENSES                                                         
Legal and Accounting          2,062       2,062       2,062       2,062     
SEC Filing                       15          15          15          15     
Printing                        250         250         250         250     
Transfer Agent                2,100       2,100       2,100       2,100     
                       -------     -------     -------    --------
TOTAL                         4,427       4,427       4,427       4,427     

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Less: MANUFACTURING EXPENSES                                                    
Initial Tooling Charge/Setup    600         600         600         600     
Initial Production Run        3,000       7,000      11,000      15,000     
Product Packaging             1,000       2,000       4,000       5,000     
                       -------     -------     -------    --------
TOTAL                         4,600       9,600      15,600      20,600     

Less: SALES & MARKETING                                                         
Web Site Development            700       2,000       3,000       4,000     
Computer Hardware               500       2,000       2,000       2,500     
Direct Mail Campaign            300       1,000       2,000       3,000     
Trade Show Participation      5,000       7,500      10,000      15,000     
Customer Product Samples      2,000       5,000       9,000      12,000     
Product Brochures             1,000       2,000       4,000       6,000     
                       -------     -------     -------    --------
TOTAL                         9,500      19,500      30,000      42,500     

Less: ADMINISTRATION EXPENSES                                                   
Office, Stationery,                                                         
Telephone, Internet           500       2,000       3,000       4,000   
Legal and Accounting          1,000       2,500       5,000       6,000     
Secretary                         0       1,000       2,000       5,000     
                       -------     -------     -------    --------
TOTAL                         1,500       5,500      10,000      15,000     
                       -------     -------     -------    --------

TOTALS                         20,027      39,027      60,027      82,527       
                       -------     -------     -------    --------

WORKING CAPITAL               $ 4,973     $10,973     $14,973     $17,473       
                       =======     =======     =======     =======

Note: The above figures represent estimated costs.        

DETERMINATION OF OFFERING PRICE     

The price of the shares we are offering was arbitrarily determined in order     
for us to raise up to a total of $100,000 in this Offering. The Offering        
price bears no relationship whatsoever to our assets, earnings, book value or   
other criteria of value. Among the factors considered were:                     

- our lack of operating history,                              
- the proceeds to be raised by the Offering,                  
 - the amount of capital to be contributed by purchasers in this
     Offering in proportion to the amount of stock to be retained by
our existing stockholders, and                            
- our relative cash requirements.                             

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DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES       

Dilution represents the difference between the Offering price and the net       
tangible book value per share immediately after completion of this Offering.    
Net tangible book value is the amount that results from subtracting total       
liabilities and intangible assets from total assets. Dilution arises mainly     
as a result of our arbitrary determination of the Offering price of the         
shares being offered. Dilution of the value of the shares you purchase is       
also a result of the lower book value of the shares held by our existing        
stockholders.                                                                   

Existing Stockholders if all of the Shares are Sold                             

Price per share                                               $0.025      
Net tangible book value per share before the Offering         $(0.0001263)
Potential gain to existing shareholders                       $100,000    
Net tangible book value per share after the Offering          $0.0066397  
Increase to present stockholders in net tangible book                     
value per share after the Offering                          $0.0066766
Capital contributions                                         $23,000     
Number of shares outstanding before the Offering              10,200,000  
Number of shares outstanding after the Offering               14,200,000  
Number of shares after the Offering held by existing                      
stockholders after the Offering                              7,000,000
Existing shareholders percentage of ownership after                       
the Offering                                                49.2 %    

Purchasers of Shares in this Offering if all the Shares are Sold                

Price per share                                               $0.025      
Net tangible book value per share before the Offering         $(0.0001263)
Net tangible book value per share after the Offering          $0.0066397  
Increase of net tangible book value per share after Offering  $0.006766   
Dilution per share for new share purchasers                   $0.018      
Capital contributions                                         $100,000    
Percentage of Capital Contributions                           81 %        
Number of shares after Offering held by public investors      7,200,000   
Purchasers percentage of ownership after the Offering         51.8 %      

Purchasers of Shares in this Offering if 75% of Shares Sold                     
Price per share                                               $0.025      
Net tangible book value per share before the Offering         $(0.0001263)
Net tangible book value per share after the Offering          $0.00524878 
Increase of net tangible book value per share after Offering  $0.005375   
Dilution per share for new share purchasers                   $0.019751   
Capital contributions                                         $75,000     
Percentage of Capital Contributions                           76.5 %      
Number of shares after Offering held by public investors      6,200,000   
Purchasers percentage of ownership after the Offering         46.9 %      
Shares held by new investors                                  5,400,000   
Number of shares held by existing stockholders after                      
Offering                                                    7.000,000 
Percentage of ownership by existing stockholders after                    
the Offering                                                53%       

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Purchasers of Shares in this Offering if 50% of Shares Sold                     

Price per share                                               $0.025      
Net tangible book value per share before the Offering         $(0.0001263)
Net tangible book value per share after the Offering          $0.0036298  
Increase of net tangible book value per share after Offering  $0.0037561  
Dilution per share for new share purchasers                   $0.02137    
Capital contributions                                         $50,000     
Percentage of Capital Contributions                           68.4 %      
Number of shares after Offering held by public investors      5,200,000   
Purchasers percentage of ownership after the Offering         42.6 %      
Shares held by new investors                                  3,600,000   
Number of shares held by existing stockholders after                      
Offering                                                    7,000,000 
Percentage of ownership by existing stockholders after                    
the Offering                                                57.3%     

Purchasers of Shares in this Offering if 25% of Shares Sold                     

Price per share                                               $0.025      
Net tangible book value per share before the Offering         $(0.0001263)
Net tangible book value per share after the Offering          $0.001722   
Increase of net tangible book value per share after Offering  $0.0018483  
Dilution per share for new share purchasers                   $0.02327821 
Capital contributions                                         $25,000     
Percentage of Capital Contributions                           52 %        
Number of shares after Offering held by public investors      4,200,000   
Purchasers percentage of ownership after the Offering         37.5 %      
Shares held by new investors                                  1,800,000   
Number of shares held by existing stockholders after                      
Offering                                                    7,000,000 
Percentage of ownership by existing stockholders after                    
the Offering                                                62.5%     

SELLING SECURITY HOLDERS      

The following table sets forth information, as of the date of this Offering,    
with respect to the beneficial ownership of our common stock both before and    
after the Offering. The table includes all those who beneficially own any of    
our outstanding common stock AND are registering their shares in the            
concurrent Offering. NOTE:  Our sole officer and director, Darrel Crimeni, as   
of the date of this Prospectus, owns 7,000,000 common shares, which are         
subject to Rule 144 restrictions.                                               

There are currently nine shareholders of our common stock. The Company is not   
aware of any selling shareholder that has held any position with the Company    
or has any other material relationship with the Company in the last three       
years.                                                                          

The percentages determined in these calculations are based upon the             
10,200,000 of our common shares issued and outstanding as of the date of this   
Prospectus. The following table shows the number of shares and percentage       
before and after this Offering:                                                 

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Name of Beneficial       Ownership  % Before   Shares    Shares    % Owned      
Owners of                 Before    Offering   Offered   After      After       
Common Stock             Offering      (1)     for Sale  Offering  Offering     
------------------       ---------  ---------  --------  --------  --------     

Roy Silver                380,000      3.7%    380,000       0         0%       
Robert Weston             420,000      4.1%    420,000       0         0%       
Sharon Proudfoot          380,000      3.7%    380,000       0         0%       
Tiberio Faedo             420,000      4.1%    420,000       0         0%       
Richard A. Haney          400,000      3.9%    400,000       0         0%       
Roland Phillips           400,000      3.9%    400,000       0         0%       
Joseph J. DeChellis       400,000      3.9%    400,000       0         0%       
Naomi Glass               400,000      3.9%    400,000       0         0%       

(1) Based on 10,200,000 common shares outstanding prior to the primary          
Offering                                                                

 Except as pursuant to applicable community property laws,
persons named in this table have sole voting and        
    investment power with respect to all shares of common stock.

PLAN OF DISTRIBUTION    

We are Offering 4,000,000 shares on a self-underwritten basis. The Offering     
price is $0.025 per share for the duration of the Offering.                     

In addition, certain Selling Shareholders are concurrently registering shares   
of common stock fro possible resale at the same time we are conducting this     
Offering. The percentage of the total outstanding common stock being offered    
by the Selling Shareholders is approximately 31.3% based upon the 10,200,000    
common shares that are issued and outstanding as of the date of this            
Prospectus. There is no arrangement to address the possible effect of the       
concurrent primary and secondary Offerings on the price of the stock.           

The Company will sell its shares only through Darrel Crimeni, our President     
and sole officer and director. Mr. Crimeni will receive no commission from      
the sale of any shares. He will not register as a broker/dealer under Section   
15 of the Securities Exchange Act of 1934 in reliance upon Rule 3a4-1. Rule     
3a4-1 sets forth those conditions under which a person associated with an       
issuer may participate in the Offering of the issuer's securities and not be    
deemed to be a broker/dealer. The conditions are that:                          

1. The person is not subject to a statutory disqualification, as that term  
is defined in Section 3(a)(39) of the Act, at the time of his         
participation;                                                        

2. The person is not compensated in connection with his participation by    
the payment of commissions or other remuneration based either directly
or indirectly on transactions in securities;                          

3. The person is not at the time of their participation, an associated      
person of a broker/-dealer; and,                                      

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4. The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of 
the Exchange Act, in that he (A) primarily performs, or is intended   
 primarily to perform at the end of the Offering, substantial duties for
or on behalf of the Issuer otherwise than in connection with          
transactions in securities; and (B) is not a broker or dealer, or an  
associated person of a broker or dealer, within the preceding twelve  
(12) months; and (C) does not participate in selling and offering of  
 securities for any Issuer more than once every twelve (12) months other
than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).              

Mr. Crimeni is not statutorily disqualified, is not being compensated, and is   
not associated with a broker/dealer. He will continue to be our President and   
sole officer and director at the end of the Offering. Mr. Crimeni is not        
currently a broker/dealer, or associated with a broker/dealer. He has not       
been a broker/dealer, or associated with a broker/dealer, during the last       
twelve months, and will not be a broker/dealer, or associated with a            
broker/dealer, in the next twelve months. Further, Mr. Crimeni has not          
offered or sold securities for another corporation in the last twelve months,   
and will not do so during the next twelve months. Mr. Crimeni is not selling    
any of his shares in this Offering and has not sold any during the last         
twelve months.                                                                  

Only after our Prospectus is effective by the SEC, do we intend to advertise    
and hold investment meetings in the various states or provinces where the       
Offering may be registered. Such meetings may be advertised through             
tombstones. We will not use the Internet to advertise our Offering. We may      
also distribute the Prospectus to potential investors at the meetings, and to   
our friends and relatives who are interested in us and are considering a        
possible investment in the Offering.                                            

We confirm that we have not engaged, and will not be engaging, a "finder" in    
connection with this Offering.                                                  

Offering Period and Expiration Date                                             

This Offering will start on the effective date of this Prospectus and           
continue for a period of 90 days. We may extend the Offering period for an      
additional 90 days, unless the Offering is completed or otherwise terminated    
by us.                                                                          

Procedures for Subscribing                                                      

No payment for the shares will be accepted until after Dura Track's Form SB-2   
Registration Statement for this Offering has been approved and deemed           
effective by the Securities and Exchange Commission.                            

If you decide to subscribe for any shares in this Offering, you must:           

1. Execute and deliver a subscription agreement.                            
2. Deliver a check or certified funds to us for acceptance or rejection, in 
our sole discretion.                                                  

All checks for subscriptions must be made payable to "Dura Track Enterprises,   
Inc."                                                                           

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Right to Reject Subscriptions                                                   

We have the right to accept or reject subscriptions in whole or in part, for    
any reason or for no reason. All moneys from rejected subscriptions will be     
returned immediately by us to the subscriber, without interest or deductions.   
Subscriptions for securities will be accepted or rejected within 48 hours       
after we receive them.                                                          

LEGAL PROCEEDINGS       

We are not a party to any material legal proceedings and to our knowledge; no   
such proceedings are threatened or contemplated by any party.                   

DESCRIPTION OF PROPERTY       

The Company does not own any real estate or other properties. The Company's     
office is located at 3638 North Rancho Drive, Suite 6-D, Las Vegas, NV 89130    
and our telephone number is (702) 839-2573 and the fax is (702) 243-6896. The   
Company currently rents shared offices in Las Vegas.                            

BUSINESS      

Company History                                                                 

Dura Track Enterprises, Inc. ("Dura Track") is a development stage Company,     
organized on March 19, 2004, in the State of Nevada, to enter into              
manufacturing and supply of a line of drapery hardware components, entirely     
composed of engineering plastics, used in the commercial window covering        
industry.                                                                       

On May 1, 2004, the Company signed a 36-month exclusive license to manufacture  
and distribute certain drapery hardware components under the Dura Track name.   
The license carries a 36-month renewal at the option of Dura Track. Under the   
terms of the license, the Company must pay 20% of its gross revenues generated  
by the licensed products, with a minimum annual royalty of $50,000, to retain   
its exclusivity to the product rights. To date, the Company has no operating    
history and has not yet implemented any of its manufacturing or marketing       
initiatives. On February 22, 2005, the Company signed an amendment to the       
license agreement whereby the minimum annual royalty payments have been waived  
until May 1, 2006.                                                              

The Company signed a "Consulting Services Agreement" with Altres Group, LLC,    
effective April 23, 2004, whereby Altres Group will provide us with             
consulting services. Specifically, they will assist the Company in the          
creation of the corporate entity, becoming a United States reporting company,   
and other related matters regarding the preparation and filing of materials     
related to "public company" filings. The Company has agreed to pay Altres       
Group a total of $45,000 for its services, of which $5,000 has been paid,       
with the remaining $40,000 balance to be payable immediately upon the filing    
of a Form 15(c)211 package with a securities broker/dealer and acceptance of    
same by the NASD or similar approval authority.                                 

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The Company would propose filing a 15c211 within 6 months of this               
registration statement becoming effective. A 15c211 filing is an application    
filed with a recognized stock exchange on behalf of the Company by a            
broker/dealer. The purpose of a 15c211 filing is to seek approval to have the   
Company's shares trade on a recognized exchange. There can be no assurance      
that the Company can get any broker/dealers interested in listing the           
Company's stock.                                                                

Dura Track has provided the following information concerning the Company and    
its business for inclusion in this Offering. The information contained herein   
does not purport to be all-inclusive or to contain all the information that a   
prospective investor may desire. Any statements that express or involve         
discussions with respect to predictions, business strategy, budgets,            
developments, opportunities or projects, the expected timing of transactions    
or other expectations, beliefs, plans, objectives, assumptions or future        
events or performance are not statements of historical fact and may be          
"forward-looking statements". Forward-looking statements are based on           
expectations, estimates and projections at the time the statements are made     
that involve a number of known and unknown risks and uncertainties which could  
cause actual results or events to differ materially from those anticipated by   
Dura Track Enterprises, Inc.                                                    

Company Description                                                             

Dura Track intends to offer plastic drapery hardware components, which          
generally are stronger and less expensive than their metal counterparts,        
through a network of distributors and dealers. The Company's initial market     
focus will be in North America with possible expansion internationally in the   
mid term.                                                                       

The Company has the exclusive use of seven plastic-injection molds that will    
be used to manufacture the six drapery hardware components that the Company     
will offer for sale. The molds are located at Leone Industries Inc. in          
Burnaby, British Columbia, Canada. Leone Industries has been in the plastic-    
injection mold and product assembly business for over 25 years and has a        
reputation for quality manufacturing. Some of the Dura Track product line       
components will be fully complete after the plastic-injection mold process and  
require no assembly. Two of the components (end pulleys and floor pulleys)      
require assembly. The end pulleys have two plastic wheels that must be          
inserted and the floor pulleys have a wheel and a spring that must be           
inserted. Leone Industries has verbally agreed to provide all manufacturing,    
assembly, and packaging of the Dura Track product line and warehouse the        
product for direct shipping to Dura Track's customers.                          

Market Opportunity                                                              

The commercial window covering industry is influenced by two major factors:     
current fashion trends and cost.                                                

From the early 1900's to the early 1980's, the bulk of all commercial window    
coverings were soft, comprised mainly of draperies and drapery tracks.          
However, in the mid 1980's a shift began towards hard window coverings, such    
as venetian blinds and mini blinds. By the end of the 1980's, the majority of   

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commercial window coverings became hard with mini blinds covering the           
majority of new apartment and condominium windows. Mini blinds remained         
popular from both a fashion and price point until the late 1990's, when their   
installation on a new construction site became regarded as substandard. Over    
the past few years, new apartment and condominium construction has been         
installing more soft window covering (draperies and track). As more housing     
becomes available in urban areas, the competition for buyers and renters has    
increased and developers are now seeking ways of differentiating their          
products from their competitors and more soft window treatments are currently   
being installed. Dura Track, with its stronger lighter and less expensive       
drapery hardware components, is poised to take advantage of this trend. The     
cost of supplying the hardware components for commercial window coverings can   
be 40% of the total price. In a competitive bid circumstances, Dura Track's     
plastic components can be installed for approximately 50% less than             
traditional metal components - giving bidders a significant cost advantage,     
resulting in a very competitive bid. The above industry synopsis is narrated    
by the Company's president. The company's president has spent the past 30       
years in the window covering industry and is extremely knowledgeable about      
the past and current trends within the industry.                                

Product Description                                                             

Dura Track will manufacture up to six separate components that are used in      
the assembly of a drapery tracks. A metal "c" channel type of track is still    
used, although all of the Company's components are injection molded using the   
latest in engineering plastics.                                                 

Injection molding is a manufacturing process where hot plastic is injected      
into a specific form carved into a piece of metal. Once the hot plastic cools   
the form is opened and the finished object is ejected. This process of          
manufacturing is automated using an injection mold machine. The form known as   
an injection mould is installed on the injection mold machine. The form         
within the mold along with the type of plastic injected determines the final    
product the mold will produce. The Company has the rights to use certain        
molds that will produce drapery hardware. The Company does not own any          
injection molding equipment and will contract a third party to manufacture      
the finished product utilizing the Company's licensed molds.                    

Each of the Company's components has been engineered to out-perform their       
metal counter parts while providing significant cost savings. Each of the       
components will be packaged in bulk, with minimum quantities between 200 and    
500 units per box.                                                              

There are two types of drapery hardware used in the commercial industry that    
Dura Track products are designed for. One type is called "cord drawn" and       
employs a drapery cord to operate the opening and closing of the draperies.     
The second type is called "hand drawn", in which an 18-inch rod (called a       
fling rod) is attached to the leading edge of the drape and the drape is        
closed manually by grasping the rod. Both styles of drapery tracks are          
fastened to the wall using a wall bracket.                                      

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Dura Track Products:                                                            

Item         Quantity                                                           
Number       Per Box       Name            Description                          
------       --------      ----            -----------                          
D15           500         End Lock        Product is used to snap on to the   
                                       end of a hand drawn drapery track
                                        for two purposes. One, to stop the
                                      glides on the drapery track from
                                      slipping off the end and second,
                                        to provide a fastener for the last
                                      pin on the outside edges of each
            drape.

D17           200         Wall Bracket    Product is used to fasten the       
                                       drapery rod to the wall above the
                                 window. Once the bracket is
                                     fastened, a "c" channel drapery

                                        track snaps into the bracket. Used
                                        for both hand drawn and cord drawn
                     drapery tracks.

D21           200 Pairs   End Pulley      These components are usually used     
                                        in pairs attached to the ends of a
                                     cord drawn drapery track. These
                                      components service two purposes:
                                    they have a set of wheels that
                                       allow the drapery cord to operate
                                 smoothly and they provide a
                                      fastener for the last pin on the
                                  outside edges of each drape.

D23           200        Floor Pulley     This component used for cord drawn  
                                  drapery tracks and is either
                                        fastened to the wall or the floor.
                                       It contains a wheel and is spring
                                        loaded to help keep tension on the
                                    operating cord for the drapery
            track.

D25           200        Fling Rod        This component is used with hand    
                                 drawn drapery tracks and is
                                      attached to the leading glide or
                                      fastener of the drapery to allow
                                   hand closing and opening of a
            drape.

D27           200 Pairs  Master Glides    These components are usually used   
                                      in pairs for both hand drawn and
                                    cord drawn drapery tracks. The
                                    master glides have overlapping
                                      arms that allow the draperies in
                                     the center of a pair to overlap
                  for privacy.

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Competitive Advantages                                                          

As Dura Track components are made entirely of engineering plastics, they have   
many competitive advantages over their metal counterparts that are used in      
the same commercial application. These advantages include price, strength,      
durability, weight and resistance to rust. There is one drapery hardware        
line, manufactured in Switzerland, which is produced entirely out of plastic,   
but this product line is light duty and not designed for commercial or          
industrial applications. Essentially, all of our direct competitors' products   
are manufactured from metal.                                                    

Price: Unlike their metal counterparts, Dura Track components are               
manufactured by an injection molding process and require little assembly and    
no painting, as the raw materials are colored prior to manufacturing. This      
basic "one-step" manufacturing process requires less physical labor and         
machinery than metal stamping, resulting in significant cost saving in          
manufacturing.                                                                  

Strength: With the advancement in polymer technologies, a new class of          
plastic materials known as "engineering plastics" has been developed. In many   
applications, from aerospace to automobiles, these new materials have proven    
to be stronger and less expensive than metal and in some cases perform a        
function that metal cannot compete with. Dura Track has taken advantage of      
these new space age materials and their physical properties in the design and   
manufacturing of its products. The end result is that the Dura Track product    
line out performs its metal counterparts in strength and durability in a        
commercial application where normal wear and tear is greater than in a          
domestic setting.                                                               

Durability: There are three physical factors that make up the durability of     
almost every commercial product: impact resistance, flexural modulus, and       
creep. Impact resistance is essentially how the product will perform or fail    
when hit with a hammer. Metal components do fairly well in this test. Even      
though there is some bending and chipping of paint, complete product failure    
is rare. Dura Track's components in this test also fare well, except for the    
wall mount bracket that is made from a very stiff engineering plastic that      
has a tendency to shatter under an impact test. However, impact resistance is   
not as an important physical factor required in the use of drapery hardware     
components as flexural modulus and creep. Flexural modulus measures how an      
item reacts under short-term load or stress when functioning as designed. For   
example, a wall bracket holding a drapery track may experience increased load   
if tugging the draperies occurs while trying to open or close them.             
Traditional wall metal brackets fail when the load becomes between 30 and 50    
pounds, while Dura Track wall brackets have proven to perform on loads in       
excess of 250 pounds. The failure of wall brackets in commercial                
installations is one of the most commonly occurring problems (i.e. brackets     
bending and causing draperies to drag on the floor). Dura Track has all but     
eliminated this problem by using engineering plastics. Creep measures how a     
product performs long-term under load while performing its function. Many of    
the traditional metal drapery components suffer from metal fatigue under        
constant load. Dura Track's components, especially the overlap masters and      
wall brackets, have shown to be superior in retaining their functionality       
over a longer period of time under stress.                                      

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Product Weight: As Dura Track components are manufactured with plastic, their   
weight is a fraction of that of their metal counterparts. This reduction in     
weight allows for lower shipping costs for the Company and its distributors     
and their customers, which assists in the overall price performance ratio of    
the Company's products.                                                         

Marketing                                                                       

The commercial window covering industry is a long-time and well-established     
industry, with established marketing channels from distribution to dealers to   
wholesalers and retailers. Dura Track's prime focus will be to manufacture      
plastic drapery products for various distributors who have already established  
relationships with providers of commercial window coverings in their            
geographical area.                                                              

The Company will likely deploy an exclusive geographical distribution model on  
a city-by-city basis throughout North America. Each Dura Track distributor      
will likely be required to maintain certain minimum inventory levels while      
meeting annual sales volumes with minimum quantity purchase orders.             

Initially, the Company plans to use a direct marketing campaign to reach        
distributors throughout North America. The Company will produce a price list    
and brochure that will accompany shipments of product samples to targeted       
distributors identified through telemarketing, the Internet, industry SIC       
codes, and related trade shows.                                                 

Direct Competition                                                              

There are several large, well-established competitors in the commercial         
drapery hardware business globally. Essentially all of the Company's            
competitors supply metal components for commercial application. Only one        
competitor has a plastic master glide (the component used in the center of a    
drapery track that attaches to the draw string allowing the opening and         
closing of a drape) that would compete directly with the Company's similar      
product.                                                                        

The largest potential competitor for the Company has global dominance and was   
established in 1907 in Germany.                                                 

Staffing                                                                        

As of December 31, 2005, Dura Track has no permanent staff other than its sole  
officer and director, Mr. Darrel Crimeni, who is the President and Chairman of  
the Company. Mr. Crimeni is employed full time elsewhere, but has the           
flexibility to work on Dura Track up to 10 hours per week and is prepared to    
devote more time, as may be required. He is not being paid at present. Mr.      
Crimeni is currently devoting approximately 5 hours per week to the Company.    

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Employees and Employment Agreements                                             

At present, Dura Track has no employees other than its current sole officer     
and director, Mr. Crimeni, who has not been compensated. There are no           
employment agreements in existence. The Company presently does not have         
pension, health, annuity, insurance, stock options, profit sharing, or          
similar benefit plans; however, the Company may adopt such plans in the         
future. There are presently no personal benefits available to the Company's     
sole officer and director.                                                      

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION       

This section of the Prospectus includes a number of forward-looking             
statements that reflect our current views with respect to future events and     
financial performance. Forward-looking statements are often identified by       
words like: believe, expect, estimate, anticipate, intend, project and          
similar expressions, or words which, by their nature, refer to future events.   
You should not place undue certainty on these forward-looking statements,       
which apply only as of the date of this Prospectus. These forward-looking       
statements are subject to certain risks and uncertainties that could cause      
actual results to differ materially from historical results or our              
predictions.                                                                    

We are a development stage Company organized to enter into the manufacturing    
and distribution of drapery hardware primarily composed of engineering          
plastics. We have not yet generated or realized any revenues from business      
operations.                                                                     

Our auditors have issued a "going concern" opinion. This means that there is    
substantial doubt that we can continue as an on-going business for the next     
twelve months unless we obtain additional capital to pay our bills. This is     
because we have not generated any revenues and no revenues are anticipated      
until we begin manufacturing and selling our products. Accordingly, we must     
raise cash from sources other than the sale of our product line. Our only       
other source for cash at this time is investments by others in this Offering.   
We must raise cash to implement our business strategy and stay in business.     
The amount of the Offering will likely allow us to operate for at least one     
year. Our success or failure will be determined by our ability to begin the     
manufacturing process.                                                          

From inception to September 30, 2006 the Company's business operations have     
primarily been focused on securing its International License Agreement, and     
raising its initial capital. The Company has identified a suitable              
manufacturer to produce its products and discussed with that manufacturer the   
estimated costs to manufacture its products. The Company has been developing    
an executive marketing strategy, along with industry market research and        
competitive analysis. The Company has also dedicated time to the preparation    
of its registration statement, including accounting and auditing.               

Over the next 12 months the Company must begin the manufacturing of its         
products in order to supply perspective customers with product samples. The     
cost of product samples to be mailed or couriered to prospective customers is   
estimated to be $12,000. The Company anticipates it will be able to begin       

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manufacturing within 6 months of this registration statement becoming           
effective.  The Company will have to negotiate the price and terms of the raw   
materials (plastics) required to manufacture its products from its third        
party suppliers. These suppliers include G.E Plastics, Dow Plastics, and        
Bayer Corporation. The Company will have to finalize its costs with its         
manufacturer, Leone Industries, and our final product costs will be directly    
related to the volume of products it orders at a single time. Significant       
volume discounts are available to the Company from both its suppliers of raw    
materials and the injection molding company that will manufacture the           
Company's products. The Company anticipates the cost to produce its initial     
product order to be $15,000 dollars. The company intends to have its            
manufacturer assemble, box, label, warehouse and ships its product orders and   
samples orders. By entering a warehousing shipping contract as well as a        
manufacturing contract with Leone Industries, the company will initially save   
money on warehousing and warehouse staff.  The Company anticipates the cost     
of packing and warehousing to be $5,000.                                        

The Company will have to produce product literature and price lists for its     
distributors and customers, the Company anticipates that it can, within four    
months of this registration statement becoming effective, complete its price    
lists. The company anticipates the cost to design and produce a brochure and    
price list to be $6,000 dollars.                                                

Once the Company has its initial products available and has prepared            
brochures and price lists, we have to begin our marketing efforts to identify   
distributors and wholesalers who supply non-competitive industry related        
products. These industry related suppliers include fabric wholesalers,          
suppliers of materials used in the manufacturing of draperies, and companies    
that specialize in the commercial installation of draperies for apartment       
buildings and condominiums. By utilizing existing wholesalers that have a       
current relationship with the company's potential clients, the company will     
be able to reach a greater number of potential customers in a shorter time;     
this marketing model is called "leverage distribution". We will identify        
these companies through internet searches and industry directories, and         
contact them through direct mail, email and telephone solicitation. There are   
several trade shows organized for the commercial window covering industry       
that the company will attend. The cost of direct marketing and trade show       
participation will be $18,000. The company anticipates it will begin its        
marketing phase eight months after this registration statement becomes          
effective.                                                                      

The Company will have to create its web site at www.dthardware.com in order     
to showcase its product line to perspective customers. The company will hire    
and independent contractor to develop its web site. The company anticipates     
it will spend $4,000 dollars on its web site and have the site completed        
within eight months of this registration statement becoming effective. The      
Company would anticipate hiring a salesperson within 7 months of this           
registration statement becoming effective.                                      

The Company anticipates being able to begin selling its products within 10      
months of this registration statement becoming effective.                       

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The company only has $239 of cash on hand as of the company's interim           
financial statements dated September 30, 2006. This amount of cash on hand is   
not sufficient to meet our cash requirements over the next twelve months and    
the company will have to raise additional capital to implement its              
manufacturing and marketing strategies.  The company has immediate need for     
cash to pay for bookkeeping, reviews and audit of its financial statements      
and office and administrative expenses.  The Company anticipates these          
expenses to be approximately $4,427.                                            

To meet our need for cash we are attempting to raise money from this            
Offering. Whatever money we do raise, will be applied to the items set forth    
in the Use of Proceeds section of this Prospectus.                              

OFF BALANCE SHEET ARRANGEMENTS        

On April 23, 2004 the Company entered into a Consulting Services Agreement      
with the Altres Group LLC ("Altres") to assist in the creation of the           
corporate entity, provide consulting services and assist the Company in         
becoming a United States reporting company. The Company has agreed to pay       
Altres a total of $45,000 for its services of which $5,000 has been paid. The   
remaining $40,000 dollars is due and payable upon the Company filing a Form     
15 (C) 211 package with a securities broker/dealer and acceptance of the same   
by the NASD.                                                                    

On May 1, 2004 the Company signed a 36 month International Distribution         
Agreement with Adele Paulsen whereby the Company can distribute and             
manufacture certain drapery hardware components under the Dura Track name.      
The Agreement carries a 36 month renewal at the Company's option. Under the     
terms of the Agreement the Company must pay a twenty percent royalty on the     
gross revenues generated by the licensed products, with a minimum annual        
royalty of $50,000 to retain exclusive product rights. On February 22, 2005     
an amendment to the Agreement was signed that waived the Company's royalty      
payments and minimum annual royalties until May 1, 2006.  Minimum royalties     
would not become payable until May 1, 2007.                                     

The company has determined that the financial obligations above constitute an   
off balance sheet arrangement because the financial obligations are             
contingent upon certain events.  The company's liabilities to Altres Group      
LLC are only payable upon the company filing a 15c211 with a securities         
broker/dealer. Similarily the company's financial obligation to Adele Paulsen   
is contingent upon the company failing to pay $50,000 in royalties on May 1,    
2007.  Under GAAP a payable does not accrue until it becomes due.  The          
payment to Adele Paulsen does not become a liability until after due date of    
May 1, 2007.                                                                    

MANAGEMENT        

Officer and Director                                                            

Our sole director serves until his successor is elected and qualified. Our      
sole officer is elected by the Board of Directors to a term of one (1) year     
and serves until his successor is duly elected and qualified, or until he is    
removed from office. The Board of Directors has no nominating or compensation   
committees. The Company's current Audit Committee consists of our sole          
officer and director.                                                           
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The name, address, age, and position of our present sole officer and director   
is set forth below:                                                             

Name and Address           Age     Position(s)                              
----------------           ---     -----------                              
Darrel Crimeni                58     President, Secretary/ Treasurer, Chief     
6505 - 138th Street                    Financial Officer and Chairman of the    
Surrey, BC, Canada  V3W 5G5            Board of Directors                       

The person named above has held his offices/positions since inception of our    
Company and is expected to hold his offices/positions at least until the next   
annual meeting of our stockholders.                                             

Background of the Company's Sole Officer and Director                           

Mr. Darrel Crimeni has spent the past 30 years of his professional career in    
the contract window covering industry. Throughout his career in commercial      
window coverings, Mr. Crimeni has successfully overseen the bidding,            
awarding, manufacturing, and installation of window coverings for hundreds of   
very large and prestigious construction projects including many Four Seasons    
Hotels in Canada, The Pan Pacific Hotel and The Hotel Vancouver located in      
Vancouver, British Columbia, Canada. Since 1995 until April 30, 2005, Mr.       
Crimeni has been the Manager of Contract Sales for Aftex Products (Western)     
Ltd. in Richmond, B.C., one of western Canada's largest suppliers of contract   
window coverings. Aftex Products (Western) Ltd. is currently the distributor    
of Kirsch drapery hardware components, a competitive product line to Dura       
Track's drapery hardware components.                                            

Prior to Aftex, Mr. Crimeni was Manager of Contract Sales for Tritex Fabrics    
Ltd. of Vancouver. From 1976 to 1993, Mr. Crimeni was General Manager of        
Adrians Interiors Ltd. and Crestwood Draperies Ltd., both located in            
Richmond, B.C., where he was responsible for all aspects of their commercial    
window covering divisions.                                                      

As of May 1, 2005 to present, Mr. Crimeni is the General Manager of Canadian    
Blind Manufacturing, Inc. located in Richmond, B.C.                             

Conflicts of Interest                                                           

At the present time, the Company does not foresee any direct conflict of        
interest between Mr. Crimeni's current position with Canadian Blind             
Manufacturing, Inc. and his involvement in Dura Track.                          

EXECUTIVE COMPENSATION  

Summary of Compensation                                                         

Dura Track has made no provisions for cash compensation or for non-cash         
compensation to its officers and directors. No salaries are being paid at the   
present time, and will not be paid unless, and until, there is available cash   
flow being generated from operations to pay salary.                             

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Employment Agreements                                                           

At this time, Dura Track has not entered into any employment agreements with    
its sole officer and director. The Company may in the future, if there is       
available cash flow from operations, enter into employment agreements with the  
Company's sole officer and director or key staff members.                       

Stock Option Plan                                                               

The Board of Directors of Dura Track has not adopted a stock option plan        
("Stock Option Plan"). The Company has no plans to adopt a stock option plan    
but may choose to do so in the future. If such a plan is adopted, this plan     
may be administered by the board or a committee appointed by the board (the     
"Committee"). The committee would have the power to modify, extend or renew     
outstanding options and to authorize the grant of new options in substitution   
therefore, provided that any such action may not, without the written consent   
of the optionee, impair any rights under any option previously granted. Dura    
Track may develop an incentive based stock option plan for its officers and     
directors and may reserve up to 10% of its outstanding shares of common stock   
for that purpose.                                                               

Stock Awards Plan                                                               

The Company has not adopted a Stock Awards Plan, but may do so in the future.   
The terms of any such plan have not been determined.                            

PRINCIPAL STOCKHOLDERS      

The following table sets forth, as of the date of this Prospectus, the total    
number of shares owned beneficially by each of our officers, directors, and     
key employees, individually and as a group, and the present owners of 5% or     
more of our total outstanding shares. The table also reflects what their        
ownership will be assuming completion of the sale of all shares in this         
Offering. The stockholder listed below has direct ownership of his shares and   
possesses sole voting and disposition power with respect to the shares.         

                                Number of           % of
                                      Shares After     Ownership After
Name and Address         Number of      Offering Assuming  Offering Assuming    
Beneficial             Shares Before       All of the        All of the         
Ownership (1)          the Offering      Shares are Sold   Shares are Sold      
----------------       ------------      ---------------   ---------------      
Darrel Crimeni,          7,000,000          7,000,000           62.5%           
6505 138th Street                                                               
Surrey, British Columbia                                                        
Canada V3W 5G5                                                                  

All Officers and                                                                
Directors                                                                   
as a Group (1 person)  7,000,000          7,000,000           62.5%         

(1) The person named above may be deemed to be a "parent" and "promoter" of   
 our Company, within the meaning of such terms under the Securities Act of
1933, as amended, by virtue of his direct and indirect stock holdings.  
Mr. Crimeni is the only "promoter" of our Company.                      
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Future Sales by Existing Stockholders                                           

A total of 7,000,000 shares of common stock were issued to our sole officer     
and director, all of which are restricted securities, as defined in Rule 144    
of the Rules and Regulations of the SEC promulgated under the Securities Act.   
Under Rule 144, the shares can be publicly sold, subject to volume              
restrictions and restrictions on the manner of sale, commencing one year        
after their acquisition commencing on July 6, 2005. Under Rule 144, a           
shareholder can sell up to 1% of total outstanding shares every three months    
in brokers' transactions. Shares purchased in this Offering, which will be      
immediately resalable, and sales of all of our other shares after applicable    
restrictions expire, could have a depressive effect on the market price, if     
any, of our common stock and the shares we are Offering.                        

Because our sole officer and director will continue to retain majority          
control of us after the Offering, regardless of the number of shares sold,      
your ability to cause a change in the course of our operations is eliminated.   
As such, the value attributable to the right to vote is gone. This could        
result in a reduction in value to the shares you own because of the             
ineffective voting power. No common stock is subject to outstanding options,    
warrants, or securities convertible into common stock.                          

DESCRIPTION OF SECURITIES       

Common Stock                                                                    

Our authorized capital stock consists of 75,000,000 shares of common stock,     
par value $0.001 per share. The holders of our common stock:                    

- have equal ratable rights to dividends from funds legally available if  
and when declared by our Board of Directors;                          
- are entitled to share ratably in all of our assets available for        
  distribution to holders of common stock upon liquidation, dissolution or
winding up of our affairs;                                            
- do not have preemptive, subscription or conversion rights and there are 
no redemption or sinking fund provisions or rights;                   
- and are entitled to one non-cumulative vote per share on all matters on 
which stockholders may vote.                                          

We refer you to our Articles of Incorporation, Bylaws, and the applicable       
statutes of the State of Nevada for a more complete description of the rights   
and liabilities of holders of our securities.                                   

Non-cumulative Voting                                                           

Holders of shares of our common stock do not have cumulative voting rights,     
which means that the holders of more than 50% of the outstanding shares,        
voting for the election of directors, can elect all of the directors to be      
elected, if they so choose, and, in that event, the holders of the remaining    
shares will not be able to elect any of our directors. After this Offering is   
completed and if all the shares offered are sold, present stockholders will     
own approximately 49.2% of our outstanding shares.                              

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Cash Dividends                                                                  

As of the date of this Prospectus, we have not declared or paid any cash        
dividends to stockholders. The declaration of any future cash dividend will     
be at the discretion of our Board of Directors and will depend upon our         
earnings, if any, our capital requirements and financial position, our          
general economic conditions, and other pertinent conditions. It is our          
present intention not to pay any cash dividends in the foreseeable future,      
but rather to reinvest earnings, if any, in our business operations.            

Anti-Takeover Provisions                                                        

There are no Nevada anti-takeover provisions that may have the affect of        
delaying or preventing a change in our control. 78.378 through 78.3793 of the   
Nevada Revised Statutes relates to control share acquisitions that may delay    
to make more difficult acquisitions or changes in our control, however, they    
only apply when we have 200 or more stockholders of record, at least 100 of     
whom have addresses in the State of Nevada appearing on our stock ledger and    
we do business in this state directly or through an affiliated corporation.     
Neither of the foregoing events seems likely to occur. Currently, we have no    
Nevada shareholders. Further, we do not do business in Nevada directly or       
through an affiliate corporation and we do not intend to do business in the     
State of Nevada in the future. Accordingly, there are no anti-takeover          
provisions that have the affect of delaying or preventing a change in our       
control.                                                                        

Reporting                                                                       

After we complete this Offering, we will not be required to furnish you with    
an annual report. Further, we will not voluntarily send you an annual report.   
We will be required to file reports with the SEC under section 15(d) of the     
Securities Act. The reports will be filed electronically. The reports we will   
be required to file are Forms 10-KSB, 10-QSB, and 8-K. You may read copies of   
any materials we file with the SEC at the SEC's Public Reference Room at 100    
F Street, NE. Washington, D.C. 20549. You may obtain information on the         
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.    
The SEC also maintains an Internet site that will contain copies of the         
reports we file electronically. The address for the Internet site is            
www.sec.gov.                                                                    

Stock Transfer Agent                                                            

We have not engaged the services of a Transfer Agent at this time, however,     
within the next twelve months we anticipate doing so. Until such a time a       
Transfer Agent is retained, Dura Track will act as its own Transfer Agent.      

CERTAIN TRANSACTIONS    

In July 2004, we issued a total of 7,000,000 shares of common stock to Darrel   
Crimeni, our sole officer and director, for total cash consideration of         
$7,000. This was accounted for as a purchase of common stock. In October and    
December 2004, we issued a total of 2,400,000 common shares for consideration   
of $12,000, which was accounted for as a purchase of common stock. In January   
2005, we issued 800,000 common shares for total consideration of $4,000,        
which was accounted for as a purchase of common stock.                          
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On May 1, 2004 the Company entered into a licensing agreement with a Mrs.       
Adele Paulsen for the global rights to manufacture and distribute a line of     
drapery hardware owned by Mrs. Paulsen. Mrs. Paulsen is the mother of the       
Company's president Darrel Crimeni. This family relationship between the        
licensor and the president of the Company has the potential of creating a       
conflict of interest because the Company President could be placed in a         
position of having to protect the financial interests of his mother against     
those of the stockholders should the company run into financial difficulty.     

The Company has not had any dealings with any outside promoters whatsoever      
from inception to December 31, 2005. The company's president and founder is     
considered to be a promoter as defined under Rule 405 of Regulation C and Mr.   
Crimeni is the sole person engaged in the founding and organizing of the        
business and is responsible to all of its business dealings. Mr. Crimeni has    
not in any way been compensated for his efforts in founding and organizing      
the company. The company has not and is not acquiring any assets from Mr.       
Crimeni.                                                                        

LITIGATION  

We are not a party to any pending litigation and none is contemplated or        
threatened.                                                                     

EXPERTS   

Our financial statements have been audited for the period from inception to     
December 31, 2005, have been reviewed for the period ending September 30,       
2006 by Dale Matheson Carr-Hilton LaBonte, Chartered Accountants, 1500 - 1140   
West Pender  Street, Vancouver, British Columbia, Canada V6E 4G1 as set forth   
in their report included in this Prospectus. Their report is provided on        
their authority as experts in accounting and auditing.                          

Jeffrey Nichols, Attorney at Law, Suite 500, 388 Market Street, San             
Francisco, CA 94111 has acted as our legal counsel. Mr. Nichols has provided    
his opinion on the legality of the 3,200,000 shares of common stock being       
registered on behalf of certain Selling Shareholders and on the legality of     
4,000,000 shares of common stock being registered on behalf of the Company by   
way of this Prospectus.                                                         

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FINANCIAL STATEMENTS    

Our audited financial statements at December 31, 2005 and 2004 and for the      
year ended December 31, 2005, period ended December 31, 2004 and from           
inception through December 31, 2005 and our unaudited statements to September   
30, 2006 immediately follow:                                                    

FINANCIAL STATEMENTS (September 30, 2006)            Page       

Balance Sheets                                       F-3        
Statements of Operations                             F-4        
Statements of Cash Flows                             F-5        
Notes to the Financial Statements                    F-6        

FINANCIAL STATEMENTS (Audited December 31, 2005)    Page        

Report of Independent Registered Public Accountant   F-10       
Balance Sheets                                       F-11       
Statements of Operations                             F-12       
Statements of Stockholders' Equity (Deficit)         F-13       
Statements of Cash Flows                             F-14       
Notes to the Financial Statements                    F-15       

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Dura Track Enterprises, Inc.      
(A Development Stage Company)     

FINANCIAL STATEMENTS      

September 30, 2006      

(Unaudited)       

BALANCE SHEETS                                                                  

STATEMENTS OF OPERATIONS                                                        

STATEMENTS OF CASH FLOWS                                                        

NOTES TO FINANCIAL STATEMENTS                                                   

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DURA TRACK ENTERPRISES, INC.    
(A Development Stage Company)   

BALANCE SHEETS    

                                              September 30,   December 31,
                                               2006           2005
                               (unaudited)
----------------------------------------------------------------------------    
ASSETS      

CURRENT ASSETS                                                                  
Cash                                            $      239     $     3,921  
                                               =========      ==========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                  

CURRENT LIABILITIES                                                             
Accounts payable and accrued liabilities        $    3,175     $     3,955  
Related party advances (Note 5)                      9,255           1,255  
                                               ---------      ----------
                                                  12,430           5,210

COMMITMENTS (Note 5)                                                            

STOCKHOLDERS' EQUITY (DEFICIT)                                                  
Capital stock (Note 2)                                                      
Authorized                                                              
75,000,000 shares of common stock,                                  
$0.001 par value,                                               
Issued and outstanding                                                  
10,200,000 shares of common stock                                   
   (December 31 2005 - 10,200,000 shares)         10,200          10,200
Additional paid-in capital                          12,800          12,800  
Deficit accumulated during the development stage   (35,191)        (24,289) 
                                               ---------      ----------
                                                  (12,191)         (1,289)
                                                 ---------      ----------
                                               $     239      $    3,921
                                                 =========      ==========

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

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DURA TRACK ENTERPRISES, INC.  
(A Development Stage Company)   

STATEMENTS OF OPERATIONS  
(Unaudited) 

                                                                Cumulative
                          Three    Three    Nine     Nine     results from
                         Months   Months   Months   Months       March 19,
                          Ended    Ended    Ended    Ended   2004,(date of
                         Sept 30, Sept 30, Sept 30, Sept 30, inception) to
                           2006     2005     2006     2005   Sept 30, 2006
-----------------------------------------------------------------------------   

GENERAL AND ADMINISTRATIVE EXPENSES                                             

Office and general       $  2,074  $  1,051 $  3,902 $  6,625   $ 17,316    
Professional fees           2,000     1,500    7,000    5,285     17,875    
                      ----------------------------------------------

NET LOSS                   $ (4,074) $ (2,551)$(10,902)$(11,910)  $(35,191)     
                      ==============================================

BASIC AND DILUTED                                                               
NET LOSS PER SHARE      $  (0.00) $  (0.00)$  (0.00)$  (0.00)             
           ===================================

WEIGHTED AVERAGE NUMBER OF                                                      
COMMON SHARES OUTSTANDING -                                                 
BASIC AND DILUTED      10,200,000 10,200,000 10,200,000 10,120,879          
             ===========================================

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

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DURA TRACK ENTERPRISES, INC.  
(A Development Stage Company)   

STATEMENTS OF CASH FLOWS    
(Unaudited)     

                                                              Cumulative
                                                              results of
                             Nine Months   Nine Months   operations from
                                Ended         Ended       March 19, 2004
                            September 30, September 30,   (Inception) to
                                2006          2005         Sept 30, 2006
-----------------------------------------------------------------------------   
CASH FLOWS FROM OPERATING ACTIVITIES                                            
Net loss                       $ (10,902)    $ (11,910)      $   (35,191)   
Changes in operating assets and                                             
liabilities:                                                            
- Accounts payable and                                                  
  accrued liabilities         (2,035)        2,500             3,175
- Prepaid                            -           175                 -  
- Related party advances         9,255             -             9,255  
                              ------------------------------------------

NET CASH USED IN                                                                
OPERATING ACTIVITIES              (3,682)       (9,235)          (22,761)   
                              ------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES                                            
Proceeds from sale of                                                       
common stock                        -          4,000            23,000  
                              ------------------------------------------

NET CASH PROVIDED BY                                                            
FINANCING ACTIVITIES                  -          4,000            23,000    
                              ------------------------------------------

NET INCREASE (DECREASE)                                                         
IN CASH                           (3,682)       (5,235)              239    

CASH, BEGINNING OF PERIOD            3,921        13,091                 -      
                              ------------------------------------------

CASH, END OF PERIOD              $     239     $   7,856       $       239      
                              ==========================================
Supplemental cash flow information:                                             
Cash paid for:                                                                  

Interest paid                 $        -     $        -      $         -    
                                ======         ======           ======

Income taxes paid             $        -     $        -      $         -    
                                ======         ======           ======

The accompanying notes are an integral part of these financial statements       

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DURA TRACK ENTERPRISES, INC.        
(A Development Stage Company)         

NOTES TO THE FINANCIAL STATEMENTS         

SEPTEMBER 30, 2006        

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION                         

Dura Track Enterprises, Inc. (the "Company") is in the initial development      
stage and has incurred losses since inception totalling $35,191.  The Company   
was incorporated on March 19, 2004 in the State of Nevada.  The Company's       
fiscal year end is December 31.  The Company was organized to enter into the    
manufacturing and supply of a unique line of drapery hardware components,       
entirely composed of engineering plastics that are used in the commercial       
window covering industry. The Company signed a 36 month exclusive license       
agreement to manufacture and distribute certain drapery hardware components     
under the Dura Track name.  The license carries a 36 month renewal at the       
option of the Company. The Company's initial market focus will be in North      
America with possible expansion internationally in the mid term.  To date,      
the Company has not commenced full business operations.                         

The ability of the Company to continue as a going concern is dependent on       
raising capital to fund its business plan.  Accordingly, these factors raise    
substantial doubt as to the Company's ability to continue as a going concern.   
The Company is funding its initial operations by way of issuing founders'       
shares and a private placement offering memorandum for up to 10,000,000         
shares at $0.005 per share.  As of September 30, 2006, the Company had sold     
10,200,000 shares and had issued $23,000 in proceeds from the sale of the       
Company's common stock of which 7,000,000 founders' shares were issued at       
$0.001 per share for net proceeds of $7,000 and 3,200,000 shares were issued    
at $0.005 per share for net proceeds of $16,000 pursuant to the private         
placement offering memorandum.                                                  

Unaudited Interim Financial Statements                                          

The accompanying unaudited interim financial statements have been prepared in   
accordance with generally accepted accounting principals for interim            
financial information and with the instructions to Form 10-QSB of Regulation    
S-B.  They do not include all information and footnotes required by United      
States generally accepted accounting principles for complete financial          
statements.  However, except as disclosed herein, there have been no material   
changes in the information disclosed in the notes to the financial statements   
for the year ended December 31, 2005 included in the Company's report on Form   
SB-2 filed with the Securities and Exchange Commission.  The interim            
unaudited financial statements should be read in conjunction with those         
financial statements included in the Form SB-2. In the opinion of management,   
all adjustments considered necessary for a fair presentation, consisting        
solely of normal recurring adjustments, have been made. Operating results for   
the nine months ended September 30, 2006 are not necessarily indicative of      
the results that may be expected for the year ending December 31, 2006.         

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

Basis of Presentation                                                           
These financial statements are presented in United States dollars and have      
been prepared in accordance with accounting principles generally accepted in    
the United States.                                                              

Use of Estimates and Assumptions                                                
The preparation of financial statements in conformity with accounting           
principles generally accepted in the United States requires management to       
make estimates and assumptions that affect certain reported amounts and         
disclosures.  Accordingly, actual results could differ from those estimates.    

Cash and Cash Equivalents                                                       
The company considers all highly liquid instruments with an original maturity   
of three months or less at the time of issuance to be cash equivalents.         

Net Loss per Share                                                              
Basic loss per share includes no dilution and is computed by dividing loss      
available to common stockholders by the weighted average number of common       
shares outstanding for the period.  Dilutive losses per share reflects the      
potential dilution of securities that could share in the losses of the          
Company.  Because the Company does not have any potentially dilutive            
securities, basic and dilutive loss per share are equal.                        

Stock-based Compensation                                                        
The Company has not adopted a stock option plan and has not granted any stock   
options from inception.  Accordingly, no stock-based compensation has been      
recorded to date.                                                               

NOTE 3 - CAPITAL STOCK                                                          

The Company's capitalization is 75,000,000 common shares with a par value of    
$0.001 per share.                                                               

During the period ended December 31, 2004, a director purchased 7,000,000       
shares of common stock in the Company at $0.001 per share with proceeds to      
the Company totalling $7,000.                                                   

Private Placement                                                               
On August 30, 2004, the Company issued a private placement offering             
memorandum offering up to 10,000,000 shares of common stock at a price of       
$0.005 per share.  The total amount to be raised in this financing is           
$50,000.  As of September 30, 2006, the Company had sold 3,200,000 shares and   
had received $16,000 in total proceeds from the issuance of the Company's       
common stock.                                                                   

NOTE 4 - INTERNATIONAL DISTRIBUTOR AGREEMENT                                    

On May 1, 2004, the Company entered in to a 36-month International              
Distributor Agreement (the "AP Agreement") with Adele Paulsen (refer to Note    
6) whereby the Company may distribute and manufacture certain drapery           
components under the DuraTrack name.  The AP Agreement carries a 36-month       

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renewal at the option of the Company.  Under the terms of the license, the      
Company must pay a twenty percent royalty on its gross revenues generated by    
the licensed products, with a minimum annual royalty of $50,000, to retain      
its exclusivity to the product rights.                                          

On February 22, 2005, an amendment to the AP Agreement was made whereby both    
parties agreed to waive the twenty percent royalty based on the Company's       
gross sales amount and the minimum $50,000 royalty payment would not become     
effective until May 1, 2006.  On September 25, 2006, the Company made an        
amendment to the AP Agreement to extend the royalty payment date to become      
effective on May 1, 2007.                                                       

NOTE 5 - COMMITMENT                                                             

On April 23, 2004, the Company entered into a consulting services agreement     
with the Altres Group, LLC ("Altres") to assist in the creation of the          
corporate entity, and provide consulting services to become a United States     
reporting company and other related matters regarding the preparation and       
filings of materials related to a public company filing.                        

The Company has agreed to pay Altres a total of $45,000 for its services of     
which $5,000 has been paid on July 19, 2004 and the remaining $40,000 balance   
to be payable immediately upon filing of a Form 15c211 package with a           
securities broker/dealer and acceptance of same by the NASD.                    

NOTE 6 - RELATED PARTY TRANSACTIONS                                             

A director of the Company is a relative of Adele Paulsen, the Licensor of the   
Dura Track product line.  As of September 30, 2006, no payments have been       
made to Ms. Paulsen.                                                            

As of September 30, 2006, the Company owed a director of the Company $9,255.    
The amounts payable are unsecured and non-interest bearing with no set terms    
of repayment. Subsequent to the period ended September 30, 2006 a director of   
the Company advanced the Company an additional $3,500 on October 30, 2006.      
The amount payable is unsecured and non-interest bearing with no set terms of   
repayment.                                                                      

NOTE 7 - INCOME TAXES                                                           

As of September 30, 2006, the Company had net operating loss carry forwards     
of approximately $24,300 that may be available to reduce future years'          
taxable income and will expire commencing in 2024.  Availability of loss        
usage is subject to change of ownership limitations under Internal Revenue      
Code 382.  Future tax benefits which may arise as a result of these losses      
have not been recognized in these financial statements, as their realization    
is determined not likely to occur and accordingly, the Company has recorded a   
full valuation allowance for the deferred tax asset relating to these tax       
loss carryforwards.                                                             

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Dura Track Enterprises, Inc.        
(A Development Stage Company)         

FINANCIAL STATEMENTS      

DECEMBER 31, 2005       

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                         

BALANCE SHEETS                                                                  

STATEMENTS OF OPERATIONS                                                        

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)                                     

STATEMENTS OF CASH FLOWS                                                        

NOTES TO FINANCIAL STATEMENTS                                                   

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                         

To the Stockholders and Board of Directors of Dura Track Enterprises, Inc.      

We have audited the accompanying balance sheets of Dura Track Enterprises,      
Inc. (a development stage company) as of December 31, 2005 and 2004, and the    
statements of operations, stockholders' equity (deficit) and cash flows for     
the year ended December 31, 2005, the period ended December 31, 2004, and       
from inception (March 19, 2004) through December 31, 2005.  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 audits.                                                                  

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 whether the   
financial statements are free of material misstatement. An audit includes       
examining, on a test basis, evidence supporting the amounts and disclosures     
in the financial statements. An audit also includes assessing the accounting    
principles used and significant estimates made by management, as well as        
evaluating the overall financial statement presentation. We believe that our    
audits provide a reasonable basis for our opinion.                              

In our opinion, these financial statements present fairly, in all material      
respects, the financial position of the Company as of December 31, 2005 and     
2004, and the statements of operations, stockholders' equity (deficit) and      
cash flows for the year ended December 30, 2005, the period from inception      
(March 19, 2004) to December 31, 2004, and the period from inception (March     
19, 2004) through December 31, 2005, in accordance with accounting principles   
generally accepted in the United States.                                        

The accompanying financial statements have been prepared assuming that the      
Company will continue as a going concern.  As discussed in Note 1 to the        
financial statements, the Company is in the development stage and has           
incurred losses since inception and has limited working capital available       
raising substantial doubt about the Company's ability to continue as a going    
concern.  The ability of the Company to continue as a going concern is          
dependent on raising capital to fund its business plan and ultimately to        
attain profitable operations.  Management's plans in regard to these matters    
are also described in Note 1.  The financial statements do not include any      
adjustments that might result from the outcome of this uncertainty.             

/s/Dale Matheson Carr-Hilton Labonte                                            
------------------------------------                                            

CHARTERED ACCOUNTANTS                                                           

Vancouver, B.C.                                                                 
January 18, 2006                                                                

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DURA TRACK ENTERPRISES, INC.        
(A Development Stage Company)         
BALANCE SHEETS          

                                               December 31,   December 31,
                                             2005           2004
----------------------------------------------------------------------------    
ASSETS        

CURRENT ASSETS                                                                  
Cash                                             $    3,921     $    13,091 
Prepaid expenses                                          -             175 
                                                 ---------      ----------
                                                $    3,921     $    13,266
                                                 =========      ==========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                  

CURRENT LIABILITIES                                                             
Accounts payable and accrued liabilities         $    3,955     $         - 
Due to related party (Note 7)                         1,255           1,255 
                                                 ---------      ----------
                                                     5,210           1,255

COMMITMENT (Note 6)                                                             

STOCKHOLDERS' EQUITY (DEFICIT )                                                 
Capital stock (Note 4)                                                      
Authorized                                                              
75,000,000 shares of common stock,                                  
$0.001 par value,                                               
Issued and outstanding                                                  
10,200,000 shares of common stock                                   
   (2004 - 9,400,000 shares)                      10,200           9,400
Additional paid-in capital                          12,800           9,600  
Deficit accumulated during the development stage    (24,289)                
(6,989)                                                                         
                                                 ---------      ----------
                                                    (1,289)         12,011
                                                 ---------      ----------
                                                $    3,921     $    13,266
                                                 =========      ==========

The accompanying notes are an integral part of these financial statements     

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DURA TRACK ENTERPRISES, INC.  
(A Development Stage Company)   

STATEMENTS OF OPERATIONS    

                                                            Cumulative
                                                              results of
                               Year       March 19, 2004   operations from
                                Ended      (Inception) to   March 19, 2004
                            December 31,    December 31,    (Inception) to
                                2005          2004       December 31, 2005
-----------------------------------------------------------------------------   

GENERAL AND ADMINISTRATIVE EXPENSES                                             

Office and general           $     7,035     $     6,444       $     13,479 
Professional fees                 10,265             545             10,810 
                             ---------------------------------------------
-                                                                               

NET LOSS                      $   (17,300)    $    (6,989)      $    (24,289)   
                              ============================================

BASIC NET LOSS PER SHARE      $     (0.00)    $     (0.00)      $      (0.00)   
                              ============================================

WEIGHTED AVERAGE NUMBER OF                                                      
COMMON SHARES OUTSTANDING     10,140,822       4,546,597         10,140,822 
                              ============================================

The accompanying notes are an integral part of these financial statements     

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DURA TRACK ENTERPRISES, INC.  
(A Development Stage Company)   

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)   

FROM INCEPTION (MARCH 19, 2004) TO DECEMBER 31, 2005      

                                           Deficit
                                           Accumulated
            ---Common Stock---  Additional    During
               Number of             Paid In   Development
                        Shares      Amount   Capital     Stage       Total
-----------------------------------------------------------------------------   

Balance, March 19, 2004          -  $      -  $      -  $         - $       -   
Common stock issued for cash                                                    
at $0.001 per share                                                         
 July 6, 2004         7,000,000     7,000         -            -     7,000
Common stock issued for cash                                                    
at $0.005 per share                                                         
 October 25, 2004       420,000       420     1,680            -     2,100
 October 27, 2004       380,000       380     1,520            -     1,900
 December 30, 2004    1,600,000     1,600     6,400            -     8,000

Net loss for the period         -         -         -       (6,989)   (6,989)   
                     -----------------------------------------------------
Balance,                                                                        
December 31, 2004      9,400,000     9,400     9,600       (6,989)   12,011 
                     -----------------------------------------------------

Common stock issued for cash                                                    
at $0.005 per share                                                         
 January 28, 2005       800,000       800     3,200            -     4,000

Net loss for the period         -         -         -      (17,300)  (17,300)   
                     -----------------------------------------------------

Balance,                                                                        
December 31, 2005    10,200,000  $ 10,200  $ 12,800   $  (24,289) $ (1,289) 
                   =====================================================

The accompanying notes are an integral part of these financial statements     

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DURA TRACK ENTERPRISES, INC.      
(A Development Stage Company)       

STATEMENTS OF CASH FLOWS        
                                                              Cumulative
                                                              results of
                               Year       March 19, 2004   operations from
                                Ended      (Inception) to   March 19, 2004
                            December 31,    December 31,    (Inception) to
                                2005          2004       December 31, 2005
-----------------------------------------------------------------------------   
CASH FLOWS FROM OPERATING ACTIVITIES                                            
Net loss                      $  (17,300)   $    (6,989)    $      (24,289) 
Adjustments to reconcile                                                    
net loss to net cash used in                                            
operating activities:                                                   
-  Prepaid expenses                175           (175)                 -
- accounts payable and                                                  
    accrued liabilities          3,955          1,255              5,210
                              ------------------------------------------

NET CASH USED IN                                                                
OPERATING ACTIVITIES             (13,170)        (5,909)           (19,079) 
                              ------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES                                            
Proceeds from sale of                                                       
common stock                     4,000         19,000             23,000
                              ------------------------------------------

NET CASH PROVIDED BY                                                            
FINANCING ACTIVITIES               4,000         19,000             23,000  
                              ------------------------------------------

NET INCREASE (DECREASE)                                                         
IN CASH                           (9,170)        13,091              3,921  

CASH, BEGINNING OF PERIOD           13,091              -                  -    
                              ------------------------------------------

CASH, END OF PERIOD              $   3,921     $   13,091       $      3,921    
                              ==========================================

Supplemental cash flow information:                                             
Cash paid for:                                                                  

Interest paid                 $        -     $        -      $         -    
                                ======         ======           ======

Income taxes paid             $        -     $        -      $         -    
                                ======         ======           ======

The accompanying notes are an integral part of these financial statements       

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DURA TRACK ENTERPRISES, INC.      
(A Development Stage Company)     

NOTES TO THE FINANCIAL STATEMENTS     

DECEMBER 31. 2005                                                               

NOTE 1 - NATURE OF OPERATIONS NAND BASIS OF PRESENTATION                        

Dura Track Enterprises, Inc. (the "Company") is in the initial development      
stage and has incurred losses since inception totaling $24,289.  The Company    
was incorporated on March 19, 2004 in the State of Nevada.  The Company's       
fiscal year end is December 31.  The Company was organized to enter into the    
manufacturing and supply of a unique line of drapery hardware components,       
entirely composed of engineering plastics that are used in the commercial       
window covering industry. The Company signed a 36 month exclusive license       
agreement to manufacture and distribute certain drapery hardware components     
under the Dura Track name.  The license carries a 36 month renewal at the       
option of The Company. The Company's initial market focus will be in North      
America with possible expansion internationally in the mid term.  To date the   
Company has had no business operations.                                         

The ability of the Company to continue as a going concern is dependent on       
raising capital to fund its business plan and ultimately to attain profitable   
operations.  Accordingly, these factors raise substantial doubt as to the       
Company's ability to continue as a going concern.  The Company is funding its   
initial operations by way of issuing Founders' shares and a Private Placement   
Offering Memorandum for 10,000,000 shares at $.005 per share.  As of December   
31, 2005, the Company had sold 10,200,000 shares and had received $23,000 in    
proceeds from the sale of the Company's common stock of which 7,000,000         
Founders' shares were issued at $.001 per share for net proceeds of $7,000      
and 3,200,000 shares were issued at $.005 per share for net proceeds of         
$16,000 pursuant to the Private Placement Offering Memorandum.                  

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

Basis of Presentation                                                           
These financial statements are presented in United States dollars and have      
been prepared in accordance with accounting principles generally accepted in    
the United States.                                                              

Use of Estimates and Assumptions                                                
Preparation of the financial statements in conformity with accounting           
principles generally accepted in the United States requires management to       
make estimates and assumptions that affect certain reported amounts and         
disclosures.  Accordingly, actual results could differ from those estimates.    

Income Taxes                                                                    
The Company follows the liability method of accounting for income taxes.        
Under this method, deferred tax assets and liabilities are recognized for the   
future tax consequences attributable to differences between the financial       

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statement carrying amounts of existing assets and liabilities and their         
respective tax balances.  Deferred tax assets and liabilities are measured      
using enacted or substantially enacted tax rates expected to apply to the       
taxable income in the years in which those differences are expected to be       
recovered or settled.  The effect on deferred tax assets and liabilities of a   
change in tax rates is recognized in income in the period that includes the     
date of enactment or substantive enactment.  As of December 31, 2005, the       
Company had net operating loss carryforwards; however, due to the uncertainty   
of realization the Company has provided a full valuation allowance for the      
deferred tax assets resulting from these loss carryforwards.                    

Net Loss per Share                                                              
Basic loss per share includes no dilution and is computed by dividing loss      
available to common stockholders by the weighted average number of common       
shares outstanding for the period.  Dilutive losses per share reflects the      
potential dilution of securities that could share in the losses of the          
Company.  Because the Company does not have any potentially dilutive            
securities, the accompanying presentation is only of basic loss per share.      

Foreign Currency Translation                                                    
The financial statements are presented in United States dollars.  In            
accordance with SFAS No. 52, "Foreign Currency Translation", foreign            
denominated monetary assets and liabilities are translated to their United      
States dollar equivalents using foreign exchange rates which prevailed at the   
balance sheet date.  Revenue and expenses are translated at average rates of    
exchange during the period.  Related translation adjustments are reported as    
a separate component of stockholders' equity (deficit), whereas gains or        
losses resulting from foreign currency transactions are included in results     
of operations.                                                                  

Stock-based Compensation                                                        
The Company has not adopted a stock option plan and has not granted any stock   
options.  Accordingly no stock-based compensation has been recorded to date.    

Recent Accounting Pronouncements                                                
In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary       
Assets, an amendment of APB Opinion No. 29, Accounting for Non-monetary         
Transactions ("SFAS 153").  SFAS 153 requires that exchanges of non-monetary    
assets are to be measured based on fair value and eliminates the exception      
for exchanges of non-monetary, similar productive assets, and adds an           
exemption for non-monetary exchanges that do not have commercial substance.     
SFAS 153 will be effective for fiscal periods beginning after June 15, 2005.    
Management does not believe that the adoption of this standard will have a      
material impact on the Company's financial condition or results of              
operations.                                                                     

In December 2004, the FASB issued SFAS No. 123R, "Share Based Payment".  SFAS   
123R is a revision of SFAS No. 123 "Accounting for Stock-Based Compensation",   
and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees"   
and its related implementation guidance. SFAS 123R establishes standards for    
the accounting for transactions in which an entity exchanges its equity         
instruments for goods or services. It also addresses transactions in which an   

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entity incurs liabilities in exchange for goods or services that are based on   
the fair value of the entity's equity instruments or that may be settled by     
the issuance of those equity instruments. SFAS 123R focuses primarily on        
accounting for transactions in which an entity obtains employee services in     
share-based payment transactions. SFAS 123R does not change the accounting      
guidance for share-based payment transactions with parties other than           
employees provided in SFAS 123 as originally issued and EITF Issue No. 96-18,   
"Accounting for Equity Instruments That Are Issued to Other Than Employees      
for Acquiring, or in Conjunction with Selling, Goods or Services".  SFAS 123R   
does not address the accounting for employee share ownership plans, which are   
subject to AICPA Statement of Position 93-6, "Employers' Accounting for         
Employee Stock Ownership Plans".  SFAS 123R requires a public entity to         
measure the cost of employee services received in exchange for an award of      
equity instruments based on the grant-date fair value of the award (with        
limited exceptions). That cost will be recognized over the period during        
which an employee is required to provide service in exchange for the award -    
the requisite service period (usually the vesting period). SFAS 123R requires   
that the compensation cost relating to share-based payment transactions be      
recognized in financial statements. That cost will be measured based on the     
fair value of the equity or liability instruments issued. The scope of SFAS     
123R includes a wide range of share-based compensation arrangements including   
share options, restricted share plans, performance-based awards, share          
appreciation rights, and employee share purchase plans. Public entities         
(other than those filing as small business issuers) will be required to apply   
SFAS 123R as of the first interim or annual reporting period that begins        
after June 15, 2005. Public entities that file as small business issuers will   
be required to apply SFAS 123R in the first interim or annual reporting         
period that begins after December 15, 2005. For nonpublic entities, SFAS 123R   
must be applied as of the beginning of the first annual reporting period        
beginning after December 15, 2005.  Management is currently evaluating the      
impact, which the adoption of this standard will have on the Company's          
results of operations or financial position.                                    

NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS                                    

In accordance with the requirements of SFAS No. 107, the Company has            
determined the estimated fair value of financial instruments using available    
market information and appropriate valuation methodologies.  The fair value     
of financial instruments classified as current assets or liabilities            
approximate their carrying value due to the short-term maturity of the          
instruments.                                                                    

NOTE 4 - CAPITAL STOCK                                                          

The Company's capitalization is 75,000,000 common shares with a par value of    
$0.001 per share.  No preferred shares have been authorized or issued.          

As of December 31, 2005, the Company has not granted any stock options and      
has not recorded any stock-based compensation.                                  

During the period ended December 31, 2004, a director purchased 7,000,000       
shares of common stock in the Company at $0.001 per share with proceeds to      
the Company totaling $7,000.                                                    

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Private Placement                                                               

On August 30, 2004, the Company issued a Private Placement Offering             
Memorandum offering 10,000,000 shares of common stock at a price of $0.005      
per share. The total amount to be raised in this financing is $50,000.  As of   
December 31, 2005, the Company had sold 3,200,000 shares and had received       
$16,000 in proceeds from the sale of the Company's common stock.                

NOTE 5 - INTERNATIONAL DISTRIBUTOR AGREEMENT                                    

On May 1, 2004, the Company entered in to a 36-month International              
Distributor Agreement (the "AP Agreement") with Adele Paulsen (refer to Note    
7) whereby the Company may distribute and manufacture certain drapery           
components under the Dura Track name.  The AP Agreement carries a 36-month      
renewal at the option of the Company.  Under the terms of the license, the      
Company must pay a twenty percent royalty on its gross revenues generated by    
the licensed products, with a minimum annual royalty of $50,000, to retain      
its exclusivity to the product rights.                                          

On February 22, 2005, an amendment to the AP Agreement was made whereby both    
parties agreed to waive the twenty percent royalty based on the Company's       
gross sales amount and the minimum $50,000 royalty payment shall not become     
effective until May 1, 2006.                                                    

NOTE 6 - COMMITMENT                                                             

On April 23, 2004, the Company entered into a Consulting Services Agreement     
with the Altres Group LLC ("Altres") to assist in the creation of the           
corporate entity, provide consulting services, assistance to become a United    
States reporting company and other related matters regarding the preparation    
and filings of materials related to a public company filing.                    

The Company has agreed to pay Altres a total of $45,000 for its services of     
which $5,000 has been paid on July 19, 2004 and the remaining $40,000 balance   
to be payable immediately upon filing of a Form 15 (C) 211 package with a       
securities broker/dealer and acceptance of same by the NASD.                    

NOTE 7 - RELATED PARTY TRANSACTIONS                                             

A director of the Company is a relative of Adele Paulsen, the Licensor of the   
Company.  As of December 31, 2005, no payments have been made to Ms. Paulsen.   

As of December 31, 2005 and 2004, the Company owed a director of the Company    
$1,255.  The amounts payable are unsecured and non-interest bearing with no     
set terms of repayment.                                                         

NOTE 8 - INCOME TAXES                                                           

The Company accounts for its income taxes in accordance with FASB No. 109,      
"Accounting for Income Taxes."  As of December 31, 2005, the Company had net    
operating loss carry forwards of approximately $24,300 that may be available    
to reduce future years' taxable income and will expire commencing in 2015.      

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Availability of loss usage is subject to change of ownership limitations        
under Internal Revenue Code 382.  Future tax benefits which may arise as a      
result of these losses have not been recognized in these financial              

statements, as their realization is determined not likely to occur and          
accordingly, the Company has recorded a valuation allowance for the deferred    
tax asset relating to these tax loss carryforwards.                             

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Changes in and Disagreements with Accountants on Accounting and Financial       
Disclosure                                                                      

Dale Matheson Carr-Hilton LaBonte, Chartered Accountants, from their            
Vancouver, British Columbia, Canada office, are our auditors. There have not    
been any changes in or disagreements with accountants on accounting and         
financial disclosure or any other matter.                                       

Part II. INFORMATION NOT REQUIRED IN THE PROSPECTUS       

Other Expenses of Issuance and Distribution                                     

The estimated expenses of the Offering, whether or not all shares are sold,     
all of which are to be paid by the registrant, are as follows:                  

Legal and Accounting         $ 2,062                      
SEC Filing Fee                    15                      
Printing                         250                      
Transfer Agent                 2,100                      
         -----
TOTAL                        $ 4,427                      

Recent Sales of Unregistered Securities                                         

(a) Prior sales of common shares                                                

Dura Track is authorized to issue up to 75,000,000 shares of common stock with  
a par value of $0.001. As of September 30, 2005, we had issued 7,000,000        
common shares to our sole officer and director for total consideration of       
$7,000. In addition, we have issued 3,200,000 common shares for total           
consideration of $16,000 to a total of eight registered shareholders, four of   
whom reside outside the United States.                                          

Dura Track is not listed for trading on any securities exchange in the United   
States and there has been no active market in the United States or elsewhere    
for the common shares.                                                          

During the past year, the Company has sold the following securities which were  
not registered under the Securities Act of 1933, as amended:                    

On July 6, 2004, we issued 7,000,000 common shares to Darrel Crimeni, the       
sole officer and director of the Company, at an offering price of $0.001 per    
share for gross offering proceeds of $7,000 in an offshore transaction          
pursuant to Rule 903 of Regulation S of the Securities Act of 1933. Darrel      
Crimeni is not a U.S. person as that term is defined in Regulation S. No        
directed selling efforts were made in the United States by the Company, any     
distributor, any of their respective affiliates or any person acting on         
behalf of any of the foregoing. We are subject to Category 3 of Rule 903 of     
Regulation S and accordingly we implemented the offering restrictions           
required by Category 3 of Rule 903 of Regulation S by including a legend on     
all offering materials and documents which stated that the shares have not      
been registered under the Securities Act of 1933 and may not be offered or      
sold in the United States or to US persons unless the shares are registered     

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under the Securities Act of 1933, or an exemption from the registration         
requirements of the Securities Act of 1933 is available. The offering           
materials and documents also contained a statement that hedging transactions    
involving the shares may not be conducted unless in compliance with the         
Securities Act of 1933.                                                         

On the dates listed below, we issued a total of 1,600,000 common shares to      
four shareholders at an offering price of $0.005 per share for gross offering   
proceeds of $8,000 in offshore transactions pursuant to Rule 903 of             
Regulation S of the Securities Act of 1933. None of the shareholders are U.S.   
persons as that term is defined in Regulation S. No directed selling efforts    
were made in the United States by the Company, any distributor, any of their    
respective affiliates or any person acting on behalf of any of the foregoing.   
We are subject to Category 3 of Rule 903 of Regulation S and accordingly we     
implemented the offering restrictions required by Category 3 of Rule 903 of     
Regulation S by including a legend on all offering materials and documents      
which stated that the shares have not been registered under the Securities      
Act of 1933 and may not be offered or sold in the United States or to US        
persons unless the shares are registered under the Securities Act of 1933, or   
an exemption from the registration requirements of the Securities Act of 1933   
is available. The offering materials and documents also contained a statement   
that hedging transactions involving the shares may not be conducted unless in   
compliance with the Securities Act of 1933.                                     

October 25, 2004 - 420,000 common shares to one individual investor.      
October 27, 2004 - 380,000 common shares to one investor                  
January 28, 2005 - 800,000 common shares to two individual investors      

On December 30, 2004, we issued 1,600,000 common shares to four shareholders    
at an offering price of $0.005 per share for gross offering proceeds of         
$8,000 pursuant to an exemption from registration under Rule 504 of             
Regulation D. The appropriate filings were made at the federal and state        
level. The share transactions took place within the United States and were      
offered and subject at all times to the restrictions on the sale and resale of  
the offered shares specified in WAC 460-44A-504 and California Corporate Code   
25102 (f) and according to Rule 144 promulgated pursuant to the Act by the      
Securities and Exchange Commission.                                             

(b) Use of proceeds                                                             
We have spent a portion of the above proceeds to pay for costs associated with  
this Prospectus and expect the balance of the proceeds to be mainly applied to  
further costs of this Prospectus and administrative costs.                      
We shall report the use of proceeds on our first periodic report filed          
pursuant to sections 13(a) and 15(d) of the Exchange Act after the effective    
date of this Registration Statement and thereafter on each of our subsequent    
periodic reports through the later of 1) the disclosure of the application of   
the Offering proceeds, or 2) disclosure of the termination of this Offering.    

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EXHIBITS                                                                        

The following Exhibits are filed as part of this Registration Statement,        
pursuant to Item 601 of Regulation K. All Exhibits have been previously filed   
unless otherwise noted.                                                         

Exhibit No.      Document Description                                           
----------       --------------------                                           
*3.1             Articles of Incorporation of Dura Track Enterprises, Inc.      
*3.2            Bylaws of Dura Track Enterprises, Inc.                          
*4.1            Specimen Stock Certificate of Dura Track Enterprises, Inc.      
*5.1            Opinion of Jeffrey Nichols regarding the legality of the        
securities being registered                 
*10.1           Dura Track Enterprises, Inc. International Distributor          
Agreement                                   
*10.2           Amendment to the Dura Track Enterprises International, Inc.     
International Distributor Agreement         
*10.3           Altres Group, LLC Consulting Services Agreement                 
23.1           Consent of Dale Matheson Carr-Hilton LaBonte, Chartered        
Accountants                                 
*99.1           Subscription Agreement of Dura Track Enterprises, Inc.          

Description of Exhibits                                                         

*Exhibit 3.1                                                                    

Articles of Incorporation of Dura Track Enterprises, Inc., dated March 3,       
2004.                                                                           

*Exhibit 3.2                                                                    

Bylaws of Dura Track Enterprises, Inc., approved and adopted on March 26,       
2004.                                                                           

*Exhibit 4.1                                                                    

Specimen Stock Certificate of Dura Track Enterprises, Inc.                      

*Exhibit 5.1                                                                    

Opinion of Jeffrey Nichols, Attorney at Law, Suite 500, 388 Market Street,      
San Francisco, CA 94111, dated August 5, 2005, regarding the legality of the    
securities being registered.                                                    

*Exhibit 10.1                                                                   

Dura Track Enterprises, Inc. International Distributor Agreement, effective     
May 1, 2004.                                                                    

*Exhibit 10.2                                                                   

Amendment to the Dura Track Enterprises, Inc. International Distributor         
Agreement, effective February 22, 2005.                                         

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*Exhibit 10.3                                                                   

Altres Group, LLC Consulting Services Agreement, effective April 23, 2004.      

Exhibit 23.1                                                                    

Consent of Dale Matheson Carr-Hilton LaBonte, Chartered Accountants, 15700 -    
1140 West Pender Street, Vancouver, British Columbia, Canada V6E 4G1, dated     
December 28, 2006 regarding the use in this Registration Statement of their     
report of the auditors and financial statements of Dura Track Enterprises,      
Inc. for the period ending December 31, 2005.                                   

*Exhibit 99.1                                                                   

Subscription Agreement of Dura Track Enterprises, Inc.                          

* Previously filed with Form SB-2 on August 11, 2005                            

ITEM 28. UNDERTAKINGS.                                                          

The undersigned Company hereby undertakes to:                                   

(1) File, during any period in which offers or sales are being made, a post-    
effective amendment to this registration statement to:                          

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act   
of 1933, as amended (the "Securities Act");                                     

(ii) Reflect in the prospectus any facts or events which, individually or       
together, represent a fundamental change in the information in the              
registration statement. Notwithstanding the foregoing, any increase or          
decrease in volume of securities offered (if the total dollar value of the      
securities offered would not exceed that which was registered) and any          
deviation from the low or high end of the estimated maximum offering range      
may be reflected in the form of prospectus filed with the Commission pursuant   
to Rule 424(b) under the Securities Act if, in the aggregate, the changes in    
volume and price represent no more than a 20% change in the maximum aggregate   
offering price set forth in the "Calculation of Registration Fee" table in      
the effective registration statement, and                                       

(iii) Include any additional or changed material information on the plan of     
distribution.                                                                   

(2) For determining liability under the Securities Act, treat each post-        
effective amendment as a new registration statement of the securities           
offered, and the offering of the securities at that time to be the initial      
bona fide offering.                                                             

(3) File a post-effective amendment to remove from registration any of the      
securities that remain unsold at the end of the offering.                       

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(4) For determining liability of the undersigned small business issuer under    
the Securities Act to any purchaser in the initial distribution of the          
securities, the undersigned small business issuer undertakes that in a          
primary offering of securities of the undersigned small business issuer         
pursuant to this registration statement, regardless of the underwriting         
method used to sell the securities to the purchaser, if the securities are      
offered or sold to such purchaser by means of any of the following              
communications, the undersigned small business issuer will be a seller to the   
purchaser and will be considered to offer or sell such securities to such       
purchaser:                                                                      

(i) Any preliminary prospectus or prospectus of the undersigned small           
business issuer relating to the offering required to be filed pursuant to       
Rule 424 (230.424 of this chapter);                                             
(ii) Any free writing prospectus relating to the offering prepared by or on     
behalf of the undersigned small business issuer or used or referred to by the   
undersigned small business issuer;                                              
(iii) The portion of any other free writing prospectus relating to the          
offering containing material information about the undersigned small business   
issuer or its securities provided by or on behalf of the undersigned small      
business issuer; and                                                            
(iv) Any other communication that is an offer in the offering made by the       
undersigned small business issuer to the purchaser.                             

Each prospectus filed pursuant to Rule 424(b)(230.424(b) of this chapter) as    
part of a registration statement relating to an offering, other than            
registration statements relying on Rule 430B or other than prospectuses filed   
in reliance on Rule 430A (230.430A of this chapter), shall be deemed to be      
part of and included in the registration statement as of the date it is first   
used after effectiveness. Provided, however, that no statement made in a        
registration statement or prospectus that is part of the registration           
statement or made in a document incorporated or deemed incorporated by          
reference into the registration statement or prospectus that is part of the     
registration statement will, as to a purchaser with a time of contract of       
sale prior to such first use, supersede or modify any statement that was made   
in the registration statement or prospectus that was part of the registration   
statement or made in any such document immediately prior to such date of        
first use.                                                                      

Insofar as indemnification for liabilities arising under the Securities Act     
may be permitted to directors, officers and controlling persons of the          
Company pursuant to the foregoing provisions, or otherwise, the Company has     
been advised that in the opinion of the Securities and Exchange Commission      
such indemnification is against public policy as expressed in the Securities    
Act and is, therefore, unenforceable.                                           

In the event that a claim for indemnification against such liabilities (other   
than the payment by the Company of expenses incurred or paid by a director,     
officer or controlling person of the Company in the successful defense of any   
action, suit or proceeding) is asserted by such director, officer or            
controlling person in connection with the securities being registered, the      
Company will, unless in the opinion of its counsel the matter has been          

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settled by controlling precedent, submit to a court of appropriate              
jurisdiction the question whether such indemnification by it is against         
public policy as expressed in the Securities Act and will be governed by the    
final adjudication of such issue.                                               

SIGNATURES                                                                      

Pursuant to the requirements of the Securities Act of 1933, the registrant      
certifies that it has reasonable grounds to believe that it meets all of the    
requirements of filing on this Form SB-2 and authorized this Registration       
Statement and has duly caused this Form SB-2 Registration Statement to be       
signed on its behalf by the undersigned, thereunto duly authorized, in          
Vancouver, British Columbia, on this 29th day of December, 2006.                

Dura Track Enterprises, Inc.                                                    

BY: /s/ Darrel Crimeni                                                          
------------------                                                      
Darrel Crimeni,                                                 
President and Director                                      
Principal Executive Officer                                 
Principal Accounting Officer                                
Principal Financial Officer                                 

Know all men by these present, that each person whose signature appears below   
constitutes and appoints Darrel Crimeni, as agent, with full power of           
substitution, for his and in his name, place, and stead, in any and all         
capacities, to sign any and all amendments, including post-effective            
amendments, to this Registration Statement, and to file the same, therewith,    
with the Securities and Exchange Commission, and to make any and all state      
securities law or blue sky filings, granting unto said attorney-in-fact and     
agent, full power and authority to do and perform each and every act and thing  
requisite or necessary to be done in about the premises, as fully to all        
intents and purposes as he might or could do in person, hereby ratifying the    
confirming all that said attorney-in-fact and agent, or any substitute or       
substitutes, may lawfully do or cause to be done by virtue hereof.              
Pursuant to the requirements of the Securities Act of 1933, this Form SB-2      
Registration Statement has been signed by the following persons in the          
capacities and on the dates indicated:                                          

Dura Track Enterprises, Inc.                                                    

By: /s/ Darrel Crimeni                                                          
------------------                                                      
Darrel Crimeni                                                  
President and Director                                      
Principal Executive Officer                                 
Principal Accounting Officer                                
Principal Financial Officer                                 

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EXHIBIT 23.1 - CONSENT LETTER                                                   

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                        

We consent to the use in this Registration Statement on Form SB-2 (as           
amended) of our report dated January 18, 2006 relating to the financial         
statements of Dura Track Enterprises, Inc. appearing in the Prospectus which    
is part of this Registration Statement and to the reference to our firm under   
the caption "Experts" in such Prospectus.                                       

                      /s/Dale Matheson Carr-Hilton Labonte
                      ------------------------------------

                         Dale Matheson Carr-Hilton LaBonte
             Chartered Accountants
Vancouver, Canada                                                               
December 29, 2006                                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

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		4/23/04		27		63
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