UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~x QUARTERLY REPORT~~ ~~UNDER SECTION 13 OR 15~~ (d)Mark ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~One)

~~For~~x Quarterly Report Pursuant to Section 13 or 15(d) of the ~~quarterly~~ ~~period~~Securities ~~ended September~~Exchange ~~30,~~Act ~~2010~~of 1934

~~¨ TRANSITION~~For ~~REPORT UNDER~~the ~~SECTION~~quarterly 13period ORended ~~15(d)~~March OF31, ~~THE EXCHANGE ACT~~2011

~~For~~¨ ~~the transition~~Transition ~~period~~Report ~~from~~pursuant ~~_______~~ to ~~_______~~Section 13 or 15(d) of The Securities Exchange Act of 1934

~~Commission file~~for ~~number~~the transition period from ____________ to ____________

Commission file number: 333-161413

Cell-nique Corporation

(Exact name of registrant as specified in its charter)

Delaware	27-0693687
(State of incorporation)	(I.R.S. Employer Identification No.)

12 Old Stage Coach Road, Weston, CT 06883

(Address and telephone number of principal executive offices)

888-417-9343

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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

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

Indicate by check mark whether the registrant ishas asubmitted ~~large~~electronically ~~accelerated~~and ~~filer,~~posted ~~an accelerated~~on ~~filer,~~its acorporate ~~non-accelerated~~Web ~~filer~~site, orif aany, ~~smaller~~every ~~reporting company. See~~Interactive ~~the~~Data ~~definitions~~File ofrequired ~~“large~~to ~~accelerated~~be ~~filer,” “accelerated~~submitted ~~filer”~~ and ~~“smaller~~posted ~~reporting~~pursuant ~~company”~~to in Rule ~~12b~~405 of Regulation S-2T (section 232.405 of this chapter) during the ~~Exchange~~ ~~Act.~~preceding 12 months (~~Check~~or ~~one~~for such shorter period that the registrant was required to submit and post such files):.

~~Large Accelerated filer~~ Yes ¨ ~~Accelerated filer~~ No ¨ ~~Non-accelerated filer ¨ Smaller reporting company x~~

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

~~Indicate the~~Large ~~number~~Accelerated offiler ~~shares~~o ~~outstanding~~Accelerated offiler ~~each~~o ofNon-accelerated ~~the~~filer ~~issuer's~~o ~~classes~~Smaller ofreporting ~~common stock,~~company ~~as of the latest practicable date: There were a total of 5,015,000 shares of Common Stock outstanding as of November 13, 2010.~~x

Indicate by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: There were a total of 6,830,410 shares of Common Stock outstanding as of May 10, 2011.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 2 of Part I of this report include forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "proposed," "intended," or "continue" or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other "forward-looking" information. There may be events in the future that we are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
Condensed Balance Sheets – September 30, 2010 (unaudited) and December 31, 2009	4
Condensed Statements of Operations for the nine month periods ended September 30, 2010 and 2009 (unaudited)	5
Condensed Statement of Changes in Stockholders’ Equity for the nine month period ended September 30, 2010 (unaudited)	6
Condensed Statements of Cash Flows for the nine month periods ended September 30, 2010 and 2009 (unaudited)	7
Notes to Condensed Financial Statements (unaudited)	8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3. Quantitative and Qualitative Disclosures About Market Risk	14
Item 4T.Controls and Procedures	15
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	15
Item 1A. Risk Factors	15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3. Defaults Upon Senior Securities	15
Item 4. Removed and Reserved	15
Item 5. Other Information	15
Item 6. Exhibits	15

PART I - FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

Condensed Balance Sheets - March 31, 2011 (unaudited) and December 31, 2010

Condensed Statements of Operations for the three month periods ended March 31, 2011 and 2010 (unaudited)

Condensed Statement of Changes in Stockholders’ Equity for the three month period ended March 31, 2011 (unaudited)

Condensed Statements of Cash Flows for the three month periods ended March 31, 2011 and 2010 (unaudited)

Notes to Condensed Financial Statements (unaudited)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4T.Controls and Procedures

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 3. Defaults Upon Senior Securities

Item 4. Removed and Reserved

Item 5. Other Information

Item 6. Exhibits

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

Cell-nique Corporation

CONDENSED BALANCE SHEETS

	Unaudited			Audited
	Sept 30,			December 31,
	March 31,			December 31,
	2010			2009
	2011			2010
Assets
Current assets
Cash	$	2125,~~340~~046		$	744,~~624~~293
Accounts receivable		1332,~~359~~708			3836,~~201~~594
Inventory		8775,~~459~~735			7578,~~507~~118
Total current assets		~~122~~133,~~158~~489			~~121~~159,~~332~~005
Machinery and equipment, net		5342,~~750~~178			7047,~~859~~914
Total assets		175,908			192,191
Tradenames		91,712			94,064
Total assets		267,379			300,983
Liabilities and stockholders' equity
Current liabilities
Accounts payable and accrued expenses		66102,~~236~~251			16139,~~627~~497
Notes payable - Shareholder		106,408			1,451,786
Total current liabilities		102,251			139,497
Total current liabilities		172,643			1,468,413
Long Term Liabilities
Notes payable - Shareholder		163,705			122,347
Stockholders' equity
Common stock 49,000,000 shares authorized,
Preferred Stk Series A 1,000,000 shares authorized,
5,015,000 issued and outstanding, par value $.00001		50			50
240,000 issued and outstanding, par value $.00001		2			2
Additional paid-in capital		840,344			(745,656	)
Common stock 49,000,000 shares authorized, 6,830,410 and
Accumulated deficit		(837,129	)		(530,616	)
5,000,000 issued and outstanding, par value $.00001		68		$	68
Total stockholders' equity		3,265			(1,276,222	)
Additional paid-in capital		887,915			887,915
Total liabilities and stockholders' equity	$	175,908		$	192,191
Accumulated deficit		(886,562	)		(848,848	)
Total stockholders' equity		1,423			39,137
Total liabilities and stockholders' equity	$	267,379			300,983

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

CELL-NIQUE CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

For the ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010

(Unaudited)

	Unaudited						~~Unaudited~~
	Three months ended Sept 30,						For the nine months ended Sept 30
	Three months ended March 31,
	2010			2009			2010			2009
	2011			2010
Sales, net	$	85106,~~498~~739		$	99127,~~655~~581		$	~~375,033~~		$	~~336,856~~
Cost of sales		3141,~~311~~254			4866,~~473~~995			~~177,748~~			~~162,097~~
Gross profit		5465,~~187~~485			5160,~~182~~586			~~197,285~~			~~174,759~~
Expenses
Selling		4845,~~615~~537			7860,~~069~~409			~~185,067~~			~~277,962~~
General and administrative		4639,~~627~~912			7572,~~438~~245			~~199,390~~			~~219,888~~
Research and development		12,~~224~~035			~~4,113~~630			~~2,188~~			~~8,463~~
Depreciation		5,736			5,736			17,109			16,756
Depreciation and Amortization		8,088			5,636
Total expenses		~~102~~95,~~202~~572			~~163~~138,~~356~~920			~~403,754~~			~~523,069~~
Loss from operations		(4830,~~015~~087	)		(~~112~~78,~~174~~334	)		~~(206,469~~	)		~~(348,310~~	)
Interest expense		347,~~943~~626			2326,~~609~~954			~~90,118~~			~~67,948~~
Income tax		0			0			0			0
		(37,713	)		(105,288	)
Net loss	$	(82,958	)	$	(135,783	)	$	(296,587	)	$	(416,258	)
Extraordinary Expense
Net loss per common share		(0.02	)	$	(0.03	)	$	(0.06	)	$	(0.08	)
Income tax
Weighted average shares outstanding		5,015,000			5,000,000			5,015,000			5,000,000
Net loss	$	(37,713	)	$	(105,288	)
Net loss per common share	$	(0.01	)	$	(0.02	)
Weighted average shares outstanding		6,830,410			5,000,000

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

CELL-NIQUE CORPORATION

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the ~~Nine~~Three Months ended ~~September~~March 3031, ~~2010~~2011

(unaudited)

					~~Additional~~						Additional
	Common Stock				paid-in			Accumulated
	Preferred Stock				Common Stock						paid-in			Accumulated
	Shares		Amount		~~capital~~Shares			~~Deficit~~Amount			~~Total~~capital			Deficit			Total
Balance December 31, 2006		5,000,000	$	50	$	249,950		$	(295,125	)	$	(45,125	)
Balance, December 31, 2010		240,000	$	2		6,830,410		$	68		$	887,915		$	(848,848	)	$	39,137
Net loss for the year ended December 31, 2007									(630,837	)		(630,837	)
Net loss for the three months ended March 31, 2010															(37,714	)		(37,714	)
Non Cash Compensation and Expenses						92,000						92,000
Balance, March 31, 2010		240,000		2		6,830,410			68			887,915			(886,562	)		1,423
Balance December 31, 2007		5,000,000		50		341,950			(925,962	)		(583,962	)
Net loss for the year ended December 31, 2008									(505,644	)		(505,644	)
Non Cash Compensation and Expenses						172,000						172,000
Balance, December 31, 2008		5,000,000		50		513,950			(1,431,606	)		(917,606	)
Recapitalization of Accumulated deficit January 1, 2009						(1,431,606	)		1,431,606			--
Net loss for the year ended December 31, 2009									(530,616	)		(530,616	)
Non Cash Compensation and Expenses						172,000						172,000
Balance, December 31, 2009		5,000,000		50		(745,656	)		(530,616	)		(1,276,222	)
Net loss for the three months ended March 31, 2010									(129,635	)		(129,635	)
Non Cash Compensation and Expenses						43,000						43,000
Balance, March 31, 2010		5,000,000		50		(702,656	)		(660,251	)		(1,362,857	)
Net loss for the three months ended June 30, 2010									(93,920	)		(93,920	)
Non Cash Compensation and Expenses						43,000						43,000
Balance, June 30, 2010		5,015,000	$	50	$	(659,656	)	$	(754,171	)	$	(1,413,777	)
Net loss for the three months ended September 30, 2010									(82,958	)		(82,958	)
Shareholder Loan Recapitalized to Equity						1,500,000						1,500,000
Non Cash Compensation and Expenses						0						0
Balance, September 30, 2010		5,015,000	$	50	$	840,344		$	(837,129	)	$	3,265

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

CELL-NIQUE CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

For the ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010

(Unaudited)

	Unaudited
	For the nine months ended Sept 30
	Three months ended
	2010			2009
	March 31,
	2011			2010
Cash flows from operating activities
Net loss	$	(~~296~~37,~~587~~713	)	$	(~~416~~105,~~258~~288	)
Adjustments to reconcile net income/(loss) to Net cash used in operating activities:
Adjustments to reconcile net income/(loss) to
Officers compensation contribution		80,000			120,000
net cash used in operating activities:
Rent expense contribution		6,000			9,000
Depreciation		5,736			5,636
Interest added to shareholder loan		90,118			67,089
Amortization		2,352			0
Officers compensation contribution		0			40,000
Rent expense contribution		0			3,000
Interest added to shareholder loan		3,168			25,033
Changes in assets and liabilities:
Accounts receivable		143,~~915~~886			106,~~809~~378
Inventory		~~(11~~2,~~951~~383	)		1926,~~909~~121
Accounts payable and accrued expenses		49(37,~~609~~248	)		(83,~~948~~121	)
Net cash (used in)/provided by operating activities		(67,896	)		(198,399	)
Net cash (used in)/provided by
operating activities		(57,436	)		4,001
Cash flow from investing activities
Depreciation		17,109			16,757
Acquisition of machinery and equipment		0			0
Acquisition of machinery and equipment		0			(9,052	)
Net cash (used in) investing activities		0			0
Net cash (used in) investing activities		17,109			7,705
Cash flow from financing activities
Additional loans from shareholder		(138,~~345,379~~191	)		~~252~~15,~~117~~990
Additional Paid in Capital		1,586,000			129,000
Net cash provided by financing activities		38,191			15,990
Net cash provided by financing activities		240,621			381,117
Cash and cash equivalents:
Net (decrease) increase		13(19,~~716~~247	)		~~(528~~19,991	)
Balance at beginning of period		744,~~624~~293			7,624
Balance at end of period		2125,~~340~~046			~~(528~~27,615	)
Supplemental cash flow information:
Cash paid for income taxes		—			—
Cash paid for interest	$	4,458		$	1,921
Non-cash financing activities:
Expenses contributed by shareholder	$	86,000		$	129,000
Interest added to shareholder loan		3,168			25,033
Interest added to shareholder loan		90,118			67,089
		176,118			196,089

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

CELL-NIQUE CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~Nine~~ Three Months Ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010 (UNAUDITED)

1. Basis of Presentation

The accompanying interim condensed financial statements are unaudited, but in the opinion of management of Cell-nique Corporation (the "Company"), contain all adjustments, which include normal recurring adjustments necessary to present fairly the financial position at ~~September~~March 3031, ~~2010~~2011 and the results of operations and cash flows for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010. The balance sheet as of December 31, ~~2009~~2010 is derived from the Company’s audited financial statements.

Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company’s ~~S/1~~annual report Form 10K, as filed with the Securities and Exchange Commission on ~~April 29, 2010~~4-15-2011.

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

The results of operations for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, ~~2010~~2011.

Recently Issued Accounting Pronouncements Not Yet Effective

In December 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-28, “Intangibles-Goodwill and Other (Topic 350), When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (a consensus of the FASB Emerging Issues Task Force),” which provides updated authoritative guidance related to performing Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. The qualitative factors that an entity should consider when evaluating whether it is more likely than not that a goodwill impairment exists are consistent with the existing guidance for determining whether an impairment exists between annual tests. This update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010, with no early adoption, which for the Company is our fiscal year beginning July 1, 2011. We do not expect this standard to have a material impact on our consolidated financial statements.

In December 2010, the FASB issued ASU No. 2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations.” The amendments in this standard specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. This standard also expands the supplemental pro forma disclosures under ASC 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in this ASU are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. This standard is therefore effective for the Company for acquisitions made after the beginning of fiscal 2012. We do not expect the pro forma disclosure requirements under this standard to have a material impact on our consolidated financial statements.

Income (Loss) per Common Share

Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stock holders by the weighted average number of shares of common stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to common stock holders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is anti-dilutive.

For the ~~nine~~ three months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010 the calculations of basic and diluted loss per share are the same because potential no dilutive securities would have an anti-dilutive effect.

Recent Accounting Pronouncements

In October 2009, the FASB issued authoritative guidance on revenue recognition that will become effective in fiscal years beginning on or after June 15, 2010, with earlier adoption permitted. Under the new guidance on arrangements that include software elements, tangible products that have software components that are essential to the functionality of the tangible product will no longer be within the scope of the software revenue recognition guidance, and software-enabled products will now be subject to other relevant revenue recognition guidance. Additionally, the FASB issued authoritative guidance on revenue arrangements with multiple deliverables that are outside the scope of the software revenue recognition guidance. Under the new guidance, when vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative selling price method. The new guidance includes new disclosure requirements on how the application of the relative selling price method affects the timing and amount of revenue recognition. We believe the adoption of this new guidance will not have a material impact on our financial statements.

In January 2010, the FASB issued guidance on improving disclosures about fair value measurements to add new disclosure requirements for significant transfers in and out of Level 1 and 2 measurements and to provide a gross presentation of the activities within the Level 3 roll forward. The guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The disclosure requirements are effective for interim and annual reporting periods beginning after December 15, 2009, except for the requirement to present the Level 3 roll forward on a gross basis, which is effective for fiscal years beginning after December 15, 2010. The adoption of this guidance was limited to the form and content of disclosures, and will not have a material impact on our consolidated results of operations and financial condition.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the "SEC") did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

Concentrations

The Company’s cash balances on deposit with banks are guaranteed by the Federal Deposit Insurance Corporation up to $250,000. The Company may be exposed to risk for the amounts of funds held in one bank in excess of the insurance limit. In assessing the risk, the Company’s policy is to maintain cash balances with high quality financial institutions. The Company had cash balances in excess of the guarantee during the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010, the Company had two customers, which accounted for approximately 8061% and 15% of sales in ~~2010~~2011, and 52 72% and 116% of sales in ~~2009~~2010, respectively. No other customers accounted for more than 10% of sales in either year. As of March 31, 2011 and December 31, 2010, the Company had approximately $22,062 (67%) and $22,708 (64%), respectively, of accounts receivable from these customers.

Fair Value of Financial Instruments

The Company uses various inputs in determining the fair value of its investments and measures these assets on a recurring basis. Financial assets recorded at fair value in the consolidated balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value. Authoritative guidance provided by the FASB defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.

Level 3—Unobservable inputs based on the Company's assumptions.

The Company has no fair value items required to be disclosed.

2. ~~Inventory~~ Acquisitions

The Company uses the purchase method of accounting for qualifying business combinations. Under the purchase method of accounting, the assets and liabilities of the acquired companies are recorded at their estimated fair values at the date of acquisition. The excess of cost over their fair values is recognized as goodwill. Identified intangible assets, other than goodwill, are amortized over their estimated useful lives. Goodwill is not amortized for financial reporting purposes. Consideration for acquisitions includes cash paid and the value of any stock issued and options assumed, less any cash acquired, debt assumed, and contingent employee compensation payable in cash.

On December 31, 2010, the Company completed the acquisition of substantially all of the assets and the assumption of certain liabilities of Hibix Corporation including its OOBA brand of hibiscus extract drinks. As consideration for the acquisition, the Company issued Hibix Corporation and its shareholders an aggregate of 1,530,410 shares of its common stock (post stock split, see Note 1) valued at $.026 per share. Fair value of the stock was based on a valuation estimate provided by a third party based on the equity value of Cell-Nique on a minority basis assuming the acquisition of Hibix Corporation. The issuance of the Company’s common stock were effected in reliance upon as S-1 registration statement provided under the Securities Act of 1933, as amended, which became effective on April 27, 2010. The transaction broadens our product portfolio by adding the OOBA brand. The following table presents the purchase price for the acquisition:

	Purchase Price Consideration
Equity consideration	$	39,791
Cash consideration		62,145
Total purchase price consideration	$	101,936

Recognized amounts of identifiable assets acquired and liabilities assumed
Inventory	$	7,872
Identifiable intangible assets		94,064
Financial liabilities		(62,145	)

Total identifiable net assets	$	39,791

Identified intangible assets acquired during are summarized as follows:

Description		Value			Life
Tradename		$	94,064		10 Years

Pro-forma results as if the acquisition had been made as of January 1, 2010 have not been included in the notes to the financial statements since the Company’s acquisition were not found to be significant or meaningful according to regulation S-X significance test § 210.3-05 (i) If none of the conditions exceeds 20 percent, financial statements are not required.

3. Inventory

Inventory consists of the following as of:

	September 30, 2010		December 31, 2009
	March 31, 2011		December 31, 2010
Raw Materials and packaging	$	7234,~~786~~966	$	3519,~~167~~589
Finished Goods		1440,~~673~~769		4058,~~340~~529
	$	8775,~~459~~735	$	7578,~~507~~118

34. Fixed Assets

Fixed assets are comprised of the following as of:

	September 30, 2010			December 31, 2009
	March 31, 2011			December 31, 2010
Machinery and equipment		114,726			114,726
Accumulated depreciation		(6072,~~976~~548	)		(4366,~~867~~812	)
	$	5342,~~750~~178		$	7047,~~859~~914

45. Line of Credit

The Company has a line of credit with Physicians Capital Corporation, which is owned by Dan Ratner and Donna Ratner, the Company’s co-founders and sole shareholders. As of December 31, ~~2009~~2010 and ~~September~~March 3031, ~~2010~~2011, the outstanding principal balance of the line of credit was $1122,~~451,786~~347 and $~~106~~163,~~408~~705, including accrued interest of $~~216~~2,~~103~~120 and $05,288 respectively. Interest accrued for the year periods ended December 31, ~~2009~~2010 and ~~September~~March 3031, ~~2010~~2011 was $9181,~~157~~733 and $03,168 respectively. Interest is accrued monthly on the average outstanding balance for the quarter pro-rated at the rate of 8% annually. The line of credit is in good standing and is due December 31, ~~2010~~2012. It is contemplated that use of proceeds are to repay debt and if proceeds from the offering are insufficient to repay all the debt when due, either the due date will be automatically extended for additional 12 months and/or partial repayment is also acceptable to Management and Note Holder.

56. ~~Stock Based~~ ~~Compensation~~Stockholders Equity

~~Stock Options~~The Company’s Certificate of Incorporation filed with the State of Delaware on August 27, 2008 authorized the Company to issue 1,000,000 shares of stock with a par value of $.001 per share. As of June 19, 2009 the Company amended its Certificate of Incorporation to authorize 50,000,000 shares of stock, consisting of 49,000,000 common shares and 1,000,000 preferred shares both with a par value of $.00001 per share. On December 1, 2010 the Company authorized a 10:1 common stock split effective December 31, 2010. As of December 31, 2010 and 2009 there were 240,000 and 0 shares outstanding respectively, of Series A preferred stock with an 8% cumulative, participating, coupon and a liquidation preference.

As7. ~~of September~~Stock ~~30,~~Based ~~2010, no options have been issued.~~ Compensation

9Stock Options: As of March 31, 2011, no options have been issued.

68. Related Party Transactions

Office Space: The Company uses shared office space owned by Dan Ratner and Donna Ratner, the Company’s co-founders and sole shareholders which is accounted for at fair market value in the Company's financial statements. Our financial statements reflect stand-alone office space expense, if the Company went out and rented stand-alone space, management estimates the rental could be valued at $126,000 and $~~6,000~~0 respectively, for the year ending December 31, ~~2009~~2010, ~~nine~~ three months ending ~~September~~March 3031, ~~2010~~2011. The officers did not remunerate themselves in the form of cash payments for the stand-alone fair value of the office space, however, non-cash office space consideration was expensed and the officers contributed non-cash consideration to additional paid-in capital.

Officers Compensation Expense: Our financial statements reflect non-cash officers compensation expense which the officers contributed it to the company as additional paid-in capital since the officers have elected to forgo their compensations valued at $160,000 and $80,000 respectively, for their positions for the year ending December 31, 2009, nine months ending September 30, 2010. And the officers do not remunerate themselves in the form of some other payments for the fair value of the services rendered.

7. Subsequent Events

In 2009, the FASB issued ASC Topic 855-10-05 formerly Statement 165, Subsequent Events, which defines the period after the balance sheet date that subsequent events should be evaluated and provides guidance in determining if the event should be reflected in the current financial statements. Statement 165 also requires disclosure regarding the date through which subsequent events have been evaluated. The Company adopted the provisions of Statement 165 as of December 31, 2009.

The Company has evaluated subsequent events through the time the September 30, 2010 financial statements were issued on November 13, 2010. No events have occurred subsequent to September 30, 2010 that requires disclosure or recognition in these financial statements.

Officers Compensation Expense: Our financial statements reflect non-cash officers compensation expense which the officers contributed it to the company as additional paid-in capital since the officers have elected to forgo their compensations valued at $80,000 and $0 respectively, for their positions for the year ending December 31, 2010, three months ending March 31, 2011. And the officers do not remunerate themselves in the form of some other payments for the fair value of the services rendered.

9. Subsequent Events

The Company has evaluated subsequent events through the time the March 31, 2011 financial statements were issued on May 10, 2011. No events have occurred subsequent to March 10, 2011 that requires disclosure or recognition in these financial statements.

Item 2. Management’s Discussion and Analysis or Plan of Operation

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes appearing elsewhere in this report. This discussion and analysis may contain forward-looking statements based on assumptions about our future business.

Overview

The results for the quarter ended September 30, 2010 reflect our increasing sales. The sales increases are largely a result of more in store activities. We believe that the adverse economic period affecting the grocery industry in 2009 is improving in 2010. Our sales revenues are also favorably impacted by sales of new flavors in 2010, which were not a part of 2009 revenues. As we enter our busier quarters, we believe that revenues will continue to increase at accelerating rates throughout 2010.

Results of Operations

~~Nine~~ Three months ended ~~September~~March 3031, ~~2010~~2011 Compared to ~~Nine~~Three months ended ~~September~~March 3031, ~~2009~~ 2010

Sales of $~~375~~106,~~033~~739 and $127,739 for the ~~nine~~three months ended ~~September~~March 3031, 2011 and March 31, 2010 respectively represented ana ~~increase~~decrease of 11 16% or $3820,~~177,~~842. The asdecrease ~~compared~~in revenues is primarily due to ~~the~~larger ~~prior~~inventory ~~year~~purchases ~~same~~late ~~period~~in ~~amount~~December ~~of $336,856. The~~2010 ~~increase~~which slightly decreased purchases in ~~revenues~~1st isquarter ~~primarily~~2011. ~~due~~We tosee same store sales growth of our ~~brand~~ products steady in the 1st quarter as compared to the same period in 2010. The number of ~~grocery~~ stores carrying our products is also ~~increasing~~approximately the same, but very hard to quantify.

Cost of Goods Sold

Cost of goods sold consists primarily of the costs of our ingredients, packaging, production and freight. Our cost of goods sold of $~~177~~41,~~748~~254 for the ~~nine~~ three months ended ~~September~~March 3031, ~~2010~~2011 represents ana ~~increase~~decrease of 1038% or $1525,~~651~~741, as compared to the prior year increase during same period amount of $~~162~~66,~~097~~995. Cost of goods sold, on a per unit basis, remained at approximately the same levels as in ~~2009~~ 2011 in the 4749% - 53% range which take into account slight variations in certain raw material and freight cost of ingredient costs ~~have been offset by decreases in glass and other costs~~. Overall, we have not experienced significant increases in raw material and packaging costs in ~~2010~~2011, while we are continuing to negotiate reductions and find lower-cost sources wherever possible. The high quality of our natural ingredients is of primary concern, as we constantly seek good sources. We are seeing a short term decrease in cost of goods sold from the new acquisition, but expect it to normalize throughout the year.

Gross Profit

Our gross profit increased to $~~192~~65,~~285~~485 in the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011, from $~~174~~60,~~759~~586 in ~~2009~~2010, an increase of $224,~~526~~899 or 138%. The gross profit as a percentage of sales increased to 5361% in ~~2010~~2011, from 5250% in ~~2009~~ the same period of 2010. This gross profit margin change is primarily due to ~~slight changes~~recent inacquisition and historical costs of raw material and freight prices in 2010. ~~than~~We will see increases in ~~2009~~cost of goods sold from the new acquisition, but expect it to normalize throughout the year back to historical levels.

Selling and marketing expenses

Selling and marketing expenses consist primarily of direct charges for staff compensation costs, advertising, sales promotion, marketing and trade shows. Selling and marketing costs decreased to $~~185~~45,~~067~~437 in the ~~nine~~three months ended ~~September~~ 30March 31, ~~2010~~2011 from $~~277~~60,~~962~~409 in 2009, a net decrease of $9214,~~895~~872 or 33 25%. The decrease is primarily due to decreases in ~~promotional discounts, advertising,~~ brokerage compensation and travel costs and a decrease in trade shows expenses.

The focus of our sales efforts is toprimarily ~~deepen~~on ~~our~~increasing ~~exiting same store sales in each market and to carefully increase~~ product placements in ~~natural~~significant ~~channel~~ grocery chains nationwide. The ~~consumer~~ trend isin ~~toward natural channel~~ grocery stores ~~and mass market grocery~~ is to offer more natural products. Our sales force is leveraging our ~~emerging~~strong position in natural food grocery stores throughout the nation, to ~~slowly~~ establish new relationships with mainstream grocery stores.

General and Administrative Expenses

General and administrative expense consists primarily of the cost of executive, administrative, and finance personnel, as well as professional fees. General and administrative expenses decreased to $~~199~~39,~~390~~912 during the ~~nine~~three months ended ~~September~~ 30March 31, ~~2010~~2011 from $~~219~~72,~~888~~245 in the same period of ~~2009~~2010, a net decrease of $2032,~~498~~333 or 945%. The overall ~~increase~~decrease in ~~2010~~2011 is primarily due to ~~changes~~reductions in non-cash officer’s compensation, non-cash office rent, cash professional fees expense and insurance costs.

We believe that our existing executive and administrative staffing levels are sufficient to allow for moderate growth without the need to add personnel and related costs for the foreseeable future.

Loss from Operations

Our loss from operations decreased to $~~206~~30,~~469~~087 in the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~ 2011 from $~~348~~78,~~310~~334 in the same period of ~~2009~~2010. The improvement is a direct result of ~~increased~~decreased ~~sales,~~spending ~~along with the cost reductions~~ described above.

Interest Expense

Interest expense increased to $907,~~118~~626 in the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011, compared to interest expense of $6726,~~948~~954 in the same period of ~~2009~~ 2010. The ~~increase~~decrease is due to the ~~increase~~reduction inof long-term debt, as a result of our ~~financing~~capitalizing shareholder loans obligation into preferred equity; and ~~increased~~reductions of borrowing under a line of credit agreement.

Net Income

Our Net Income loss decreased to $296,587 in the nine months ended September 30, 2010 from $416,258 in the same period of 2009. The improvement is a direct result of increased sales, along with the cost reductions described above. Earnings per share also improved in the nine months ended September 30, 2010 from loss of $.06 from a loss of $.08 in the same period of 2009.

Liquidity and Capital Resources

As of ~~September~~ 30March 31, ~~2010~~2011, we had stockholders equity of $31,~~265~~423 and ~~we had~~ working capital ~~deficit~~ of $5031,~~486~~238, compared to stockholders equity of ($1,~~286~~338,~~148~~510) and working capital of ($1,~~347~~463,~~081~~171) at ~~December~~March 31, ~~2009~~2010. Cash and cash equivalents were $2125,~~340~~046 as of ~~September~~March 3031, ~~2010~~2011, as compared to $744,~~624~~293 at December 31, ~~2009~~ 2010. ~~The~~This increase in our working capital ~~of $1,296,596~~ was primarily a result of ~~converting~~ ~~shareholder~~decreased ~~debt borrowing and accrued interest increasing~~ borrowings which are classified as short term debt toand ~~additional~~recapitalized ~~paid~~as ~~in capital~~preferred stock. In addition to our cash position on ~~September~~March 3031, ~~2010~~2011, we had availability the ability to draw funds under our line of credit.

Our ~~increase~~ decrease in cash and cash equivalents to $2125,~~340~~046 at ~~September~~March 3031, ~~2010~~2011 compared to $744,~~624~~293 at December 31, ~~2009~~2010 was primarily a result ~~increased~~reduction ~~sales and collections~~ of ~~accounts~~account ~~receivable~~payables.

We believe that the Company has ~~very~~ limited working capital to support existing operations through ~~2010~~2011. Our primary capital source will be cash flow from operations as we gain profitability in ~~2010~~2011. If our sales goals do not materialize as planned, we believe that the Company can become leaner and our costs can be managed to produce profitable operations. We have a common stock offering, which we hope to finance our operations growth primarily through private sales of common stock, preferred stock, convertible debt, a line of credit from a financial institution, and cash generated from operations.

Net cash used in operations during ~~2010~~1st quarter 2011 was ($6757,~~896~~436) compared with $~~198~~4,~~399~~001 used in operations during the same period in ~~2009~~2010. Cash used in operations during ~~2010~~2011 was primarily due to the ~~decrease~~payment inof accounts payable and net operating loss in period and to ~~changes~~an decrease in accounts receivable, ~~changes~~increase in inventory and prepaid raw materials costs.

~~Net~~No changes in net cash used in investing activities of $0 during ~~2010~~2011 compared with $~~9,052~~0 during ~~2009 is primarily the result of capitalized equipment purchases in 2009 years~~2010.

Net cash provided by financing activities of $8638,~~000~~191 during ~~2010~~1st quarter of 2011 was primarily due to proceeds from the ~~capitalization of non-cash compensation and rent and conversion of~~ shareholder ~~debt~~loans to ~~additional~~fund ~~paid in capital~~operations.

~~Our operating losses have negatively impacted our liquidity and we are continuing to work on decreasing operating losses, while focusing on increasing net sales.~~ We believe that our current cash position and current line of credit availability will be limited tobut meet our cash needs throughout ~~2010~~2011. We ~~believe~~will ~~that~~be weworking ~~need~~ to raise money through the capital markets.

WeOff ~~may not~~Balance ~~generate~~Sheet sufficient revenues from product sales in the future to achieve profitable operations. If we are not able to achieve profitable operations at some point in the future, we eventually may have insufficient working capital to maintain our operations as we presently intend to conduct them or to fund our expansion and marketing and product development plans. In addition, our losses may increase in the future as we expand our manufacturing capabilities and fund our marketing plans and product development. These losses, among other things, have had and may continue to have an adverse effect on our working capital, total assets and stockholders’ equity. If we are unable to achieve profitability, the market value of our common stock would decline and there would be a material adverse effect on our financial condition.Arrangements

IfAt ~~we continue~~March to31, ~~suffer losses from operations~~2011, ~~our working capital may be insufficient to support our ability to expand our business operations as rapidly as~~ we ~~would~~did ~~deem~~not ~~necessary~~have at any ~~time,~~off-balance ~~unless~~sheet wearrangements ~~are~~as ~~able~~defined toin ~~obtain~~Item 303(a)(4) ~~additional financing.~~of ~~There~~Regulation ~~can~~S-K ~~be no assurance~~ that wehave ~~will~~had ~~be able to obtain such financing on acceptable terms,~~ or ~~at all. If adequate funds~~ are ~~not~~likely ~~available or are not available on acceptable terms, we may not be able~~ to ~~pursue~~have ~~our~~a ~~business objectives~~material ~~and~~current would be required to reduce our level of operations, including reducing infrastructure, promotions, personnel and other operating expenses. These events could adversely affect our business, results of operations and financial condition. If adequate funds are not available or iffuture ~~they are~~effect ~~not available~~ on ~~acceptable terms,~~ our ~~ability~~financial ~~to fund the growth of our operations, take advantage of opportunities, develop products or services or otherwise respond to competitive pressures, could be significantly limited~~statements.

Critical Accounting Policies and Estimates

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States. ofThe ~~America,~~accounting orprinciples ~~GAAP.~~we ~~GAAP~~use ~~requires~~require us to make estimates and assumptions that affect the reported amounts inof ~~our~~assets and liabilities at the date of the financial statements ~~including~~and ~~various~~amounts ~~allowances~~of income and ~~reserves~~expenses ~~for~~during ~~accounts~~the ~~receivable~~reporting ~~and inventories,~~periods ~~the~~presented. ~~estimated~~We ~~lives~~believe ofin ~~long-lived~~the ~~assets~~quality and ~~trademarks~~reasonableness ~~and trademark~~of ~~licenses~~our critical accounting policies; however, asit ~~well~~is aslikely ~~claims~~that ~~and~~materially ~~contingencies~~different ~~arising~~amounts ~~out~~would ~~of litigation~~be reported under different conditions or ~~other~~using ~~transactions~~assumptions different from those that ~~occur~~we inhave ~~the~~applied. ~~normal~~The ~~course~~accounting ofpolicies that have been identified as critical to our business~~. The~~ ~~following~~operations ~~summarize~~and understanding the results of our ~~most~~operations ~~significant~~pertain to revenue recognition and sales incentives, valuation of accounts and chargebacks receivable, inventories, property, plant and equipment, accounting for acquisitions, stock based compensation, segments and ~~reporting~~goodwill and intangible assets. The application of each of these critical accounting policies and ~~practices:~~estimates was discussed in our Annual Report on Form 10-K for the year ended December 31, 2010.

Revenue Recognition. Revenue is recognized on the sale of a product when the product is accepted by buyers, which is when the risk of loss transfers to our customers, and collection of the receivable is reasonably assured. A product is not shipped without an order from the customer and credit acceptance procedures performed. The allowance for returns is regularly reviewed and adjusted by management based on historical trends of returned items. Amounts paid by customers for shipping and handling costs are included in sales, if any. The Company reimburses its wholesalers and retailers for promotional discounts, samples and certain advertising and promotional activities used in the promotion of the Company’s products. The accounting treatment for the reimbursements for off-invoice discounts to wholesalers results in a reduction in the net revenue line item. Reimbursements to wholesalers and retailers for certain samples, promotional placement, advertising activities are included in selling and marketing expenses.Seasonality

~~Trademark~~We ~~License~~primarily ~~and Trademarks. We~~market ~~own~~cold ~~trademarks~~beverage ~~that~~products, weand ~~consider~~as ~~material~~a toresult, ~~our business.~~quarterly ~~Three~~results of ~~our~~operations ~~material~~reflect ~~trademarks~~seasonal ~~are~~trends ~~registered~~resulting ~~trademarks~~from increased demand for its cold products in the Uwarmer months of the year.~~S. Patent~~ Quarterly fluctuations in our sales volume and ~~Trademark~~operating ~~Office:~~results ~~Cell-nique~~are ~~Super~~due ~~Green~~to ~~Drink®.~~a ~~Registrations~~number ~~for trademarks~~of infactors relating to our business, including the ~~United~~timing ~~States~~of ~~will~~trade ~~last~~promotions, ~~indefinitely~~advertising asand ~~long~~consumer promotions and other factors, such as weseasonality, ~~continue~~inclement ~~to use~~weather and ~~police~~unanticipated ~~the~~increases ~~trademarks~~in ~~and~~labor, ~~renew~~commodity, ~~filings~~energy, ~~with~~insurance ~~the~~or ~~applicable~~other ~~governmental offices~~operating costs. WeThe ~~have~~impact ~~not~~on ~~been~~sales ~~challenged~~volume inand ~~our~~operating ~~right~~results due to ~~use~~the ~~any~~timing and extent of ~~our~~these ~~material trademarks~~factors incan ~~the~~significantly ~~United~~impact ~~States~~our business. WeFor ~~intend~~these toreasons, ~~obtain~~you ~~international~~should ~~registration of~~not ~~certain~~rely ~~trademarks~~on inour ~~foreign~~quarterly ~~jurisdictions~~operating results as indications of future performance.

~~We account for these items in accordance with FASB guidance, we do not amortize indefinite-lived trademark licenses and trademarks.~~12

In accordance with FASB guidance, we evaluate our non-amortizing trademark license and trademarks quarterly for impairment. We measure impairment by the amount that the carrying value exceeds the estimated fair value of the trademark license and trademarks. The fair value is calculated by reviewing net sales of the various beverages and applying industry multiples. Based on our quarterly impairment analysis the estimated fair values of trademark license and trademarks exceeded the carrying value and no impairments were identified during the nine months ended September 30, 2010.Inflation

~~Long-Lived~~Inflation ~~Assets.~~may ~~Our management~~cause ~~regularly~~increased ~~reviews~~ingredient, ~~property~~fuel, ~~equipment~~labor and ~~other~~benefits ~~long-lived assets, including identifiable amortizing intangibles, for possible impairment~~costs. For ~~This review occurs quarterly or~~ more ~~frequently~~information ifregarding ~~events~~ingredient orcosts, ~~changes~~see ~~in circumstances indicate~~ the ~~carrying~~Company’s ~~amount~~Annual ofReport ~~the~~on ~~asset~~Form ~~may~~10-K ~~not~~for bethe ~~recoverable.~~year Ifended ~~there~~December ~~is indication of impairment of property and equipment or amortizable intangible assets~~31, ~~then management prepares an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition~~2010. To ~~If these cash flows are less than~~ the ~~carrying~~extent ~~amount of~~permitted ~~the~~by ~~asset~~competition, anwe ~~impairment~~seek ~~loss is recognized~~ to ~~write~~recover ~~down~~increased ~~the~~costs ~~asset~~through ~~to its estimated fair value. The fair value is estimated at the present value of the future cash flows discounted at~~ a ~~rate~~combination ~~commensurate with management’s estimates~~ of ~~the~~price ~~business risks. Quarterly~~increases, ornew ~~earlier,~~product ifinnovation ~~there~~and isby ~~indication~~implementing ~~of impairment~~process ofefficiencies identified intangible assets not subject to amortization, management compares the estimated fair value with the carrying amount of the asset. An impairment loss is recognized to write down the intangible asset to its fair value if it is less than the carrying amount. Preparation of estimated expected future cash flows is inherently subjective and iscost ~~based on management’s best estimate of assumptions concerning expected future conditions~~reductions. ~~No impairments were identified during the nine months ended September 30, 2010.~~

~~Management believes~~Note ~~that~~Regarding ~~the~~Forward ~~accounting~~Looking estimate related to impairment of our long lived assets, including our trademark license and trademarks, is a “critical accounting estimate” because: (1) it is highly susceptible to change from period to period because it requires management to estimate fair value, which is based on assumptions about cash flows and discount rates; and (2) the impact that recognizing an impairment would have on the assets reported on our balance sheet, as well as net income, could be material. Management’s assumptions about cash flows and discount rates require significant judgment because actual revenues and expenses have fluctuated in the past and we expect they will continue to do so.Information

~~In estimating~~Certain ~~future~~statements ~~revenues,~~contained wein ~~use~~this ~~internal~~Quarterly ~~budgets~~Report constitute “forward-looking statements” within the meaning of Rule 3b-6 of the Securities Exchange Act of 1934. ~~Internal~~These ~~budgets~~forward-looking ~~are developed~~statements ~~based~~include onthe ~~recent~~following: ~~revenue~~(i) our ~~data~~intentions for ~~existing~~growth ~~product~~through ~~lines~~acquisitions ~~and~~as ~~planned timing~~well as internal expansion; (ii) our beliefs regarding the integration of ~~future~~our ~~introductions~~brands and the resulting impact thereof; (iii) our statements regarding the introduction of new products and ~~their~~the impact on our revenues and margins; (iv) our beliefs regarding the positioning of our business for the future ; (v) our beliefs that we will continue to derive benefits from new products; (vi) our belief that our cash ~~flows~~and cash equivalent investments have no significant exposure to interest rate risk; and (vii) our belief that our sources of liquidity are adequate to fund our anticipated operating and cash requirements for the next twelve months. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, levels of activity, performance or achievements of the Company, or industry results, to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following:

~~Accounts~~• ~~Receivable.~~our ~~We evaluate~~ability ~~the~~to ~~collectability~~achieve of our ~~trade~~guidance ~~accounts~~for ~~receivable~~sales ~~based~~and onearnings aper ~~number of~~share ~~factors.~~in Infiscal ~~circumstances~~year ~~where~~2011 wegiven ~~become~~the ~~aware~~economic ofenvironment ain ~~specific~~the ~~customer’s inability~~U.S. toand ~~meet~~other ~~its~~markets ~~financial~~that ~~obligations~~we tosell ~~us,~~products aas ~~specific~~well ~~reserve~~as ~~for~~economic ~~bad debts is estimated~~ and ~~recorded~~business ~~which~~conditions ~~reduces~~generally ~~the~~and ~~recognized~~their ~~receivable~~effect toon ~~the estimated amount~~ our ~~management~~customers ~~believes~~and ~~will~~consumers’ ~~ultimately~~product ~~be collected. In addition to specific customer identification of potential bad debts~~preferences, ~~bad~~and ~~debt charges are recorded based on~~ our ~~historical~~business, ~~losses~~financial condition and anresults ~~overall assessment~~ of ~~past~~ ~~due trade accounts receivable outstanding.~~ operations;

13• our expectations for our business for fiscal year 2011 and its positioning for the future;

~~Inventories. Inventories are~~• ~~stated~~changes atin ~~the~~estimates ~~lower~~or ofjudgments ~~cost~~related to ~~purchase and/or manufacture the inventory or the current estimated market value of the inventory. We regularly review~~ our ~~inventory~~ ~~quantities~~impairment onanalysis ~~hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast~~ of ~~product~~goodwill ~~demand~~ and~~/or~~ our ability to sell the product(s) concerned and production requirements. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market conditions or other ~~factors,~~intangible which may result in cancellations of advance orders or a reduction in the rate of reorders placed by customers. Additionally, our management’s estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory.assets;

~~Stock-Based~~• ~~Compensation.~~our ~~We may~~ability ~~periodically issue stock options and warrants~~ to ~~employees~~realize ~~and~~sustainable ~~non-employees in~~growth ~~non-capital~~generally ~~raising transactions for services~~ and ~~for~~from ~~financing~~investments ~~costs.~~in ~~We adopted~~core ~~FASB guidance effective January 1~~brands, ~~2006,~~offering ~~and~~new ~~are~~products ~~using the modified prospective method in which compensation cost is recognized beginning with the effective date (a) for all share-based payments granted after the effective date~~ and ~~(b)~~our ~~for~~focus ~~all awards granted to employees prior to the effective date that remain unvested~~ on ~~the~~cost ~~effective~~containment, ~~date.~~productivity, Wecash ~~account~~flow ~~for stock option~~ and ~~warrant grants~~margin ~~issued~~enhancement ~~and vesting to non-employees~~ in accordance with accounting guidance whereby the fair value of the stock compensation is based on the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instrument is complete.particular;

~~We estimate~~• ~~the~~our ~~fair~~ability value of stock options using the Black-Scholes option-pricing model, which was developed for use in estimating the fair value of options that have no vesting restrictions and are fully transferable. This model requires the input of subjective assumptions, including the expected price volatility of the underlying stock and the expected life of stock options. Projected data related to ~~the~~effectively ~~expected~~integrate volatility of stock options is based on the historical volatility of the trading prices of the Company’s common stock and the expected life of stock options is based upon the average term and vesting schedules of the options. Changes in these subjective assumptions can materially affect the fair value of the estimate, and therefore the existing valuation models do not provide a precise measure of the fair value of our ~~employee stock options.~~acquisitions;

~~We believe~~• there have been no significant changes, during the six month period ended September 30, 2010, to the items disclosed as critical accounting policies and estimates in Management's Discussion and Analysis of Financial Condition and Results of Operations in their offering on Form S-1 for the year ended December 31, 2009.competition;

~~Recent Accounting~~• ~~Pronouncements~~the success and cost of introducing new products as well as our ability to increase prices on existing products;

~~In October~~• ~~2009,~~availability the FASB issued authoritative guidance on revenue recognition that will become effective in fiscal years beginning on or after June 15, 2010, with earlier adoption permitted. Under the new guidance on arrangements that include software elements, tangible products that have software components that are essential to the functionality of the tangible product will no longer be within the scope of the software revenue recognition guidance, and ~~software-enabled products~~retention ~~will now be subject to other relevant revenue recognition guidance. Additionally, the FASB issued authoritative guidance on revenue arrangements with multiple deliverables that are outside the scope~~ of ~~the~~key software revenue recognition guidance. Under the new guidance, when vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative selling price method. The new guidance includes new disclosure requirements on how the application of the relative selling price method affects the timing and amount of revenue recognition. We believe the adoption of this new guidance will not have a material impact on our financial statements.personnel;

~~In January~~• ~~2010,~~our ~~the~~reliance ~~FASB issued guidance~~ on ~~improving~~third ~~disclosures~~party about fair value measurements to add new disclosure requirements for significant transfers in and out of Level 1 and 2 measurements and to provide a gross presentation of the activities within the Level 3 roll forward. The guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The disclosure requirements are effective for interim and annual reporting periods beginning after December 15distributors, ~~2009,~~manufacturers except for the requirement to present the Level 3 roll forward on a gross basis, which is effective for fiscal years beginning after December 15, 2010. The adoption of this guidance was limited to the form and ~~content of disclosures, and will not have a material impact on our consolidated results of operations and financial condition.~~suppliers;

~~Other recent~~• ~~accounting~~our ~~pronouncements~~ability ~~issued~~to bymaintain ~~the~~existing ~~FASB~~contracts ~~(including~~and ~~its~~secure ~~Emerging Issues Task Force), the AICPA,~~ and ~~the~~integrate ~~SEC~~new ~~did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.~~customers;

•

our ability to respond to changes and trends in customer and consumer demand, preferences and consumption;

•

international sales and operations;

•

changes in our input costs, including ingredient, fuel and employee costs;

•

the effects on our results of operations from the impacts of foreign exchange;

•

changes in, or the failure to comply with, government regulations; and

•

other risks detailed from time-to-time in the Company’s reports filed with the SEC, including the annual report on Form 10-K for the fiscal year ended December 31, 2010.

As a result of the foregoing and other factors, no assurance can be given as to the future results, levels of activity and achievements and neither the Company nor any person assumes responsibility for the accuracy and completeness of these statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4T. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Securities and Exchange Act of 1934 Rules 13a-15(f). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of ~~September~~March 3031, ~~2010~~ 2011.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the ~~nine~~three months ended ~~September 30~~March 31, ~~2010~~2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not subject to any legal proceedings, therefore no disclosure under this Item 1.

Item 1A. Risk Factors

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. [REMOVED AND RESERVED]

Item 5. Other Information

None

Item 6. Exhibits

Exhibit No.		Description
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

Exhibit No.

Description

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*~~filed herewith~~

31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

*	filed herewith

SIGNATURES

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

	Cell-nique Corporation
	Cell-nique Corporation (Registrant)
	(Registrant)
Date: May 10, 2011	/s/ Dan Ratner
Date: November 13, 2010	/s/ Dan Ratner
	Dan Ratner
	Dan Ratner
	President and Chief Executive Officer
	President and Chief Executive Officer
	(Principal Executive Officer)
	(Principal Executive Officer)
Date: May 10, 2011	/s/ Dan Ratner
Date: November 13, 2010	/s/ Dan Ratner
	Dan Ratner Chief Financial Officer (Principal Financial Officer)
	Dan Ratner
	Chief Financial Officer
	(Principal Financial Officer)

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