Filing Compare · Maiden Lane Jewelry, Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, ~~2014~~2015

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

For the transition period from to

Commission File No. 000-54990

Maiden Lane Jewelry, Ltd.

(Exact name of registrant as specified in its charter)

New York	3911	46-0956015
(State or Other Jurisdiction	(Primary Standard Industrial	(I.R.S. Employer
of Incorporation or Organization)	Classification Number)	Identification No.)

64 West 48th Street, Suite 1107, New York, New York 10036

(Address of Principal Executive Offices) (Zip Code)

(212) 840-8477

(Registrant’s telephone number, including area code)

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

Title of each class		Name of exchange on which registered
Common Stock, par value $0.01 per share		OTC Markets
Common Stock, par value $0.0001 per share		OTC Markets

Securities registered pursuant to Section 12(g) of the Act: None

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

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

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o¨ Accelerated filer o¨ Non-accelerated filer o¨ Smaller Reporting Company x (Do not check if a smaller reporting company)

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

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of ~~June~~August 3031, ~~2014~~2015 was approximately $76.74 million based upon a closing price of of $32.0650 reported for such date by OTC Markets. Common shares held by each executive officer and director and by each person who owns 5% or more of the outstanding common shares have been excluded in that such persons may be deemed to be affiliates. This ~~determination~~ determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of outstanding shares of common stock of the registrant as of ~~July~~August 31, ~~2014~~2015 was 10,~~466~~494,~~250~~428.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for the ~~2014~~2015 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days following the end of the registrant’s fiscal year-end are incorporated by reference into Part III of this report.

NOTE ABOUT REFERENCES TO MAIDEN LANE JEWELRY, LTD. TM

In this Annual Report on Form 10-K (this “Annual Report”), the “Company”, “Maiden Lane”, “we”, “us” and “our” refer to Maiden Lane Jewelry, Ltd.TM unless the context otherwise requires.

NOTE ABOUT TRADEMARKS

Maiden Lane Jewelry, ~~Ltd.TM,~~LtdTM our logo and other trademarks of Maiden Lane Jewelry, Ltd. (including “Aspiri”TM and “C5”TM) are the property of Maiden Lane Jewelry, Ltd. All other trademarks or trade names referred to in this Annual Report are the property of their respective owners.

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Annual Report includes forward-looking statements. The matters discussed in this Annual Report, as well as in future oral and written statements by management of Maiden Lane that are forward-looking statements are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Forward-looking statements relate to future events or our future financial performance. We generally identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words, although not all forward-looking statements include these words. Important assumptions include our ability to originate new investments, achieve certain margins and levels of profitability, the availability of additional capital, and the ability to maintain certain debt to asset ratios. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Annual Report should not be regarded as a representation by us that our plans or objectives will be achieved. The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from historical results or those anticipated or predicted by these forward-looking statements:

our future operating results;

our ability to implement our business strategy in a timely and effective manner;

our business prospects and the prospects of our existing and prospective products, production and sales;

fluctuations in raw materials prices;

the return or impact of current and future capital investments, public relations and other items that may impact our sales and profitability;

our contractual arrangements and other relationships with third parties;

our reliance on a limited number of suppliers;

the reliance of our business on limited production facilities;

the dependence of our future success on the general economy and its impact on the jewelry and retail industries in which we participate;

loss of significant customers or customer relationships;

competitive factors and pressures;

the financial condition and our ability to achieve our financial and operational objectives;

our substantial indebtedness and our ability to service the indebtedness;

our expected financings and sources of capital;

the impact of changes in applicable law and regulations, including legislation and tax treatment;

the adequacy of our cash resources and working capital and timing of cash flows;

the impact of a decline in the liquidity of credit markets on our business;

the impact of fluctuations in interest rates on our business;

control by our shareholders; and

market conditions and our ability to access additional capital.

We caution you not to place undue reliance on these forward-looking statements, and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date they are made, are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. We undertake no obligation to update publicly or revise any forward-looking statements in light of new information, future events or otherwise, except as required by law. Comparisons of results for current and prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

For a discussion of factors that could cause our actual results to differ from forward-looking statements contained in this Annual Report, please see the discussion under “Risk Factors” in Item 1A. You should not place undue reliance on these forward-looking statements. The forward-looking statements made in this Annual Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this Annual Report unless required by law.

~~Available Information~~AVAILABLE INFORMATION

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We therefore file periodic reports and other information with the Securities and Exchange Commission (“SEC”). We make available free of charge on our Internet website at http://www.MaidenLaneLtd.com our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act that are filed with the SEC. These reports are available as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. From time to time, we may use our Internet website as a channel of distribution of material company information. Financial and other material information regarding us is routinely posted on our website and is readily accessible. The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Furthermore, the public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The reference to our website address does not constitute incorporation by reference of the information contained on the website, and the information contained on the website is not part of this document. In addition, the SEC maintains an Internet site at http://www.sec.gov that contains periodic reports and other information regarding issuers that file electronically.

Table of Contents		Page
PART I		4
Item 1. Business		54
Item 1a. Risk Factors		7
Item 1b. Unresolved Staff Comments		1614
Item 2. Properties		1614
Item 3. Legal Proceedings		1615
Item 4. Mine Safety Disclosures		1615
PART II		16
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		1716
Item 6. Selected Financial Data		1817
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1918
Item 7A. Quantitative and Qualitative Disclosures About Market Risk		2724
Item 8. Financial Statements and Supplementary Data		2724
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		2724
Item 9a. Controls and Procedures		2824
Item 9B. Other Information		2824
PART III		25
Item 10. Directors, Executive Officers and Corporate Governance		2925
Item 11. Executive Compensation		2925
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		2925
Item 13. Certain Relationships and Related Transactions and Director Independence		2925
Item 14. Principal Accountant Fees and Services		2925
PART IV		25
Item 15. Exhibits and Financial Statement Schedules		2925

PART I

Item 1. Business

General

We are a wholesaler and manufacturer of jewelry with sales to independent jewelry retailers. Currently, our primary sales are complete engagement rings with a focus on bridal jewelry featuring uniquely cut stones and settings. Our complete engagement rings include both stone and setting and, using our managements’ experience in the jewelry industry, we create rings that show the stones to their best advantage. In addition, we also sell pendants and earrings that complement the designs and stones of our engagement ring jewelry.

We were incorporated on September 6, 2012, under the laws of the state of New York as Ramantique Jewelry Ltd. On October 3, 2012, we amended our certificate of incorporation to change our name to Romantique Jewelry Ltd., and on December 3, 2012, we amended our certificate of incorporation to change our name to Romantique Ltd. In connection with recent branding efforts, on May 27, 2014, we amended our certificate of incorporation to change our name to Maiden Lane Jewelry, Ltd.

We began operations on October 1, 2012 by selling fashion rings, pendants, earrings and bracelets to independent retailers. In December 2012, we commenced a line of ~~bridal~~generic bridal engagement rings (“engagement rings”), featuring both settings and diamonds. Currently, most independent retailers in the jewelry industry purchase engagement rings, in two steps: ~~purchasing~~they purchase the setting from one party and the stone from another. We believe that we are one of the few companies selling complete engagement rings ~~which~~that include the center diamonds to independent retailers.

WeBeginning ~~currently~~in ~~purchase~~December ~~the~~2013, ~~diamonds~~ we ~~use~~began focusing inproduction ~~our~~on bridal jewelry ~~from~~featuring ~~select~~uniquely ~~diamond~~cut ~~cutters~~diamonds that utilize an advanced cutting technique that visually and wephysically increases ~~purchase~~the crown size (the ~~bridal~~top ~~jewelry,~~and ~~exclusive~~most visible part of the ~~center~~diamond) of a similarly weighted diamond, ~~from~~by ~~Classique~~at ~~Creations~~least 25%. We call ~~LLC,~~this (increased look of the crown size “~~Classique~~coverage”) aor ~~jewelry~~what ~~manufacturer~~we ~~owned~~call ~~98%~~C5 byTM – the ~~mother~~fifth of“C” – ~~our~~an ~~President,~~additional ~~Mr.~~“C” ~~Yitzchok~~after ~~Gurary~~the traditional “4Cs” of carat weight, color, clarity and 2%cut. byGiven production ~~Mr.~~lead ~~Gurary’s~~times ~~brother,~~for ~~Chaim~~this ~~Gurary~~new design, aour ~~shareholder~~first sales of ~~the~~this ~~Company.~~line ~~For~~of ~~the~~bridal ~~period~~jewelry ~~September~~began 6,in ~~2012~~the ~~(inception)~~last totwo ~~May~~weeks ~~31, 2013,~~of weFebruary ~~purchased~~2014. ~~approximately~~Because this ~~52%~~unique ofcutting ~~our~~technique ~~merchandise~~significantly ~~from~~increases ~~Classique.~~the ~~During~~crown size of the ~~year~~diamond ~~ended~~while ~~May~~decreasing ~~31,~~the ~~2014,~~pavilion we(bottom ~~purchased~~end ~~approximately~~below ~~63%~~the crown) of ~~our~~the ~~merchandise~~stone ~~from~~which ~~Classique. Currently~~is usually not seen, weour ~~purchase~~diamonds ~~approximately~~appear ~~29%~~to ofbe ~~our~~much ~~merchandise~~larger ~~from~~than ~~Classique~~typically cut diamonds of the same weight. In addition, ~~purchases~~because ~~from~~our ~~another~~Company ~~vendor~~creates ~~amounted~~each toring ~~approximately~~based ~~35%~~on ofa ~~total~~specific ~~purchases~~diamond, ~~during~~as ~~the~~each ~~year~~stone’s ~~ended~~measurements ~~May~~and appearance 31is unique, ~~2014~~we are able to design rings which accentuate a diamond’s brilliance and other positive attributes.

As part of a major sales roll-out for this new product, we branded and began marketing such uniquely cut diamonds as the Aspiri^TM (“Aspiri”) cut diamond in May 2014. In addition, in July 2014 we began to broaden the collection of Aspiri products by producing pendants and earrings; given production lead times for these products and styles, our first significant sales of this product expansion occurred in November 2014.

Emerging Growth Company

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. In addition, Section 107 of the Jumpstart Our Business Startups Act (“JOBS Act”) also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

We will remain an “emerging growth company” for up to five years although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30.

To the extent that we continue to qualify as a “smaller reporting company”, as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years.

Our Corporate Information

Our principal executive offices are located at 64 West ~~48th~~48 th Street, Suite 1107, New York, New York 10036, and our telephone number is (212) 840-8477. We maintain a website on the Internet at http://www.MaidenLaneLtd.com. The information contained in our website is not incorporated by reference into this Annual Report. We make available on or through our website certain reports and amendments to those reports that we file with or furnish to the SEC in accordance with the Securities Exchange Act of 1934 (the “Exchange Act”). These include our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K. We make this information available on our website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC.

The Market

We market our branded line of Aspiri engagement rings to independent jewelers. Our target market is jewelers with between $750,000 and $5,000,000 in annual sales. We offer engagement rings that will retail between $5,000 and $10,000. We believe that by selling Aspiri engagement rings, pendants and earrings, independent jewelers will be able to compete with jewelry chain stores which sell such items in this price range. In addition to the “bigger” look of an Aspiri cut diamond we have designed our rings in such a way that we believe consumers will find appealing.

The jewelry industry is comprised of companies that are involved in the creation, chasing, etching, or engraving of jewelry. Jewelry products can be created with precious metal solid or precious metal clad jewelry. They can be made with or without stones. Traditionally, jewelry is not branded and as a result, purchasers require a good deal of service and expertise. The primary procedures in manufacturing jewelry are: design, mold, cast, polish, finish, and plate.

Jewelry is often split into three different classifications: bridal jewelry, such as engagement, wedding, and anniversary rings; fashion jewelry, like an assortment of necklaces, rings, earrings, pendants, bracelets, and pins; and other miscellaneous giftware.

Diamonds are responsible for the majority of jewelry store monetary sales; other prominent products are platinum, gold, and silver jewelry, as well as a variety of other metals, pearls, and gemstones. Engagement rings are typically the most important and one of the highest cost jewelry purchases by a consumer. For the independent retailer, engagement ring sales are also one of the most important as they represent a sale to a consumer who will hopefully be a long-time customer for additional jewelry and gift purchases.

In recent years the price of diamonds has remained relatively stable. For example, year-over year diamond price changes (2014 to 2015) per the Rapaport Diamond Report indicate stable prices with virtually no change in prices per carat based on a matrix of carat weight, color and clarity. Any changes noted generally are limited to select carat weights over 1 carat and at the mid-to-lower end of the clarity scale and such variance are typically within 1% to 4%.

Recent census data and other data most recently available indicates that 4.32 million adults (18 years or older) were newlywed in 2012, a 3% increase from the prior year.¹ Most recent industry reports indicate the retail jewelry market was $65 billion in 2012², and the market for wedding jewelry was $11 billion³ in 2012.

The demand for jewelry is dependent upon consumer income, as well as the global cost of gold, silver, diamonds, and other precious metals or stones. Bridal jewelry sales are generally less impacted by general economic conditions (consumers still get married) and are generally less seasonal relative to traditional holiday jewelry gift sales.

Larger jeweler businesses are capable or offering a larger line of products to easily meet the wants of customers, and are generally able to be efficient in the operations of production and distribution. Smaller jewelry companies continue to have a hold in the market due to the fact that customization and quality, rather than cost, is the main factor in their retail of jewelry. They typically offer specific pieces that are individualizing to a consumer, as well as unique lines. Generally, the profitability of individual jewelry companies depends upon how efficient their operations are, cost controls and volume. Furthermore, the overall profitability of any jewelry business is dependent upon the effectiveness of their merchandising and marketing strategies.

We currently have approximately 150 Aspiri independent jeweler retailers who are designated dealers of such product with approximately another 25 stores carrying a lesser amount of Aspiri products. We expect our market penetration to increase as we build our inventory levels, sales force (and geographic expansion) and select industry memberships. There are an estimated 19,000 jewelry retailers in the United States of which approximately 14,800 are independent (non-chain/non-mass market) jewelry retailers.⁴ In December 2014, the Company became a vendor member of the Independent Jewelers Association (“IJO”), a consortium of over 800 credit qualified, independent jeweler retailers across the country. Becoming a member of the IJO is by invitation only and includes a vetting process regarding a vendor’s product, stability, customer service and financial capabilities. The Company’s access to IJO’s retailers is primarily through two jewelry shows held each year, typically in February and June. Being a vendor member of IJO and their two annual jewelry shows allows concentrated access to many jewelers who are in secondary markets where otherwise sending our sales staff to their stores may not be optimal or economical. For the six months ended May 31, 2015, our half year of IJO membership, over 17% of such period’s gross sales were to IJO retailers.

¹Pew Research Center FactTank, February 6, 2014.

²U.S. Department of Commerce in 2012

³Knot Market Intelligence of the XO Group Inc.

⁴U.S. Census bureau 2011 data extrapolated between independent and mass-market retailers.

Competition

While we began our business selling ~~various~~ various types of jewelry, we ~~have~~now ~~begun to~~ focus on bridal jewelry. In December 2013, we began focusing production on bridal jewelry featuring uniquely cut diamonds that utilize an advance cutting technique that visually and physically increases the crown size (the top and most visible part of the diamond) of similarly weighted diamonds by at least ~~125~~25%. ~~Because~~We call this increased look of the crown size “coverage” or what we call C5 TM – the fifth “C” – an additional “C” after the traditional “4Cs” of carat weight, color, clarity and cut. Because this unique cutting technique significantly increases the crown size of the diamond while decreasing the pavilion (bottom end below the crown) of the stone which is usually not seen, our diamonds appear to be much larger than traditionally cut diamonds of the same weight. In addition, because our company creates each ring based on a specific diamond, as each stone’s measurements and appearance is unique, we are able to design rings which accentuate a diamond’s brilliance and other positive attributes. We believe that our new line of bridal jewelry featuring uniquely cut diamonds will appeal to both retailers and customers due to their perceived size, quality, cost and value.

As part of a major sales roll-out for this new product ~~during our upcoming fiscal year~~, ~~in May of 2014,~~ we branded and began marketing such uniquely cut diamonds as the AspiriTM (“Aspiri”) cut diamond. ~~Our plan is to expand our bridal sales, predominately~~ in ~~the~~May ~~new style of uniquely cut stones, which we believe are less seasonal and less subject to economic downturn~~2014. In addition, in ~~June~~July 2014, we began to broaden the collection of ~~Aspiri~~AspiriTM products ~~product~~by toproducing ~~include~~ pendants and earrings.; Wegiven ~~believe~~production ~~that~~lead ~~there~~times ~~are competitive barriers to entry~~ for ~~the~~these ~~Aspiri~~products ~~product, including the sourcing of rough diamonds, cutting technique~~ and limitations on mass production (as each stone and engagement ring mounting is unique). The creation of an Aspiri cut diamond does not lend itself to mass production whereby approximately 92% of diamonds are cut and polished by lower coststyles, ~~high~~our ~~volume~~first ~~Asian~~significant ~~and Russian crafters which rely primarily on the manufacture of~~sales ~~similar and common cuts rather than the careful evaluation and cutting tailored to the unique attributes~~ of ~~each~~this ~~stone.~~product ~~Instead, the~~expansion ~~rough~~occurred ~~for each diamond is carefully evaluated and uniquely cut whereby the dimensions, faceting and other factors are taken into consideration to maximize an increase~~ in ~~face~~November ~~coverage of the diamond while maintaining its brilliance~~2014.

~~Currently,~~Our ~~warehouse~~plan ~~discounters and~~is ~~chain~~to ~~stores~~expand ~~such~~our asAspiri ~~Wal-Mart,~~cut ~~Costco~~diamond sales, ~~Zales~~predominately ~~and~~in ~~Kay~~the ~~Jewelers~~new ~~sell~~style ~~complete~~of ~~products~~uniquely cut stones. We believe that there are competitive barriers to ~~customers~~entry for our Aspiri products, ~~while~~including the ~~vast majority~~sourcing of ~~small~~rough ~~retailers~~diamonds, ~~sell~~cutting ~~center~~technique ~~stones~~ and ~~settings~~limitations on mass production as ~~separate~~each ~~items~~stone tois beunique as ~~paired~~well ~~for~~as ~~final~~the ~~sale~~engagement ring mountings. ~~Since~~The ~~December 2012,~~creation weof ~~have~~an ~~focused~~Aspiri ~~our~~cut ~~business~~diamond ondoes ~~selling~~not ~~complete~~lend ~~bridal~~itself ~~rings~~to ~~(stone~~mass ~~and~~production ~~setting)~~whereby approximately to92% ~~independent~~of ~~retailers~~diamonds ~~and~~are ~~with~~cut ~~the addition~~and ofpolished ~~our~~by ~~Aspiri~~lower ~~line~~cost, wehigh ~~believe~~volume ~~that~~Asian ~~Maiden~~and ~~Lane’s~~Russian ~~business~~cutters ~~model~~which ~~changes~~rely primarily on the ~~paradigm~~manufacture of similar and ~~allows~~common ~~independent retailers~~cuts ~~the~~rather ~~opportunity~~than tothe ~~compete~~careful ~~with~~evaluation ~~larger~~and ~~jewelry~~cutting ~~retailers.~~tailored Weto ~~believe~~the ~~that~~unique ~~providing~~attributes ~~independent~~of ~~jewelers~~each astone. ~~complete~~Instead, ~~ring~~the ~~allows~~rough ~~such~~for ~~jewelers~~each todiamond ~~increase~~is ~~their~~carefully ~~profit~~evaluated ~~margins~~and byuniquely ~~providing~~cut ~~efficiencies~~whereby in the ~~supply~~dimensions, ~~chain~~faceting and other ~~(fewer~~factors ~~middlemen)~~are ~~and~~taken ~~timing~~into ofconsideration ~~manufacture~~to ~~and~~maximize ~~delivery~~the offace acoverage ~~fully~~of ~~finished~~the ~~product.~~diamond Inwhile ~~addition,~~maintaining ~~providing~~its ~~jewelers~~brilliance. ~~with~~Similarly, ~~both~~our ~~center~~ring ~~stone~~ and ~~setting~~jewelry ~~allows~~mountings usare tonot ~~maintain~~mass ~~control~~produced. Instead of ~~both~~a ~~the~~one-size ~~design~~fits ~~and~~many ~~manufacturing~~approach ~~process~~and –because ~~leading~~each toAspiri ~~a maximally~~stone ~~designed~~is unique, ~~high~~our ~~quality~~mountings ~~engagement~~are ~~ring~~custom ~~accentuating~~designed around the ~~best attributes of both~~ stone ~~and setting~~.

Currently, warehouse discounters and chain stores such as Wal-Mart, Costco, Zales and Kay Jewelers sell complete products to customers, while many small retailers sell center stones and settings as separate items to be paired for final sale. Since December 2012, we have focused our business on selling complete bridal rings (stone and setting) to independent retailers and with the addition of our Aspiri line, we believe that Maiden Lane’s business model changes the paradigm and allows independent retailers the opportunity to compete with larger jewelry retailers. We believe that providing independent jewelers a complete ring allows such jewelers to increase their profit margins by providing efficiencies in the supply chain (fewer middlemen) and timing of manufacture and delivery of a fully finished product. In addition, providing jewelers with both center stone and setting allows us to maintain control of both the design and manufacturing process – leading to a maximally designed, high quality engagement ring accentuating the best attributes of both stone and setting.

Employees

As of May 31, ~~2014~~2015, we had 69 full-time employees. Generally, our sales representatives are paid on a commission basis.

Item 1a. Risk Factors

RISK FACTORS RELATING TO OUR COMPANY

If we fail to implement our business strategy, our business, financial condition and results of operations could be materially and ~~adversely~~ adversely affected.

Our future financial performance and success are dependent in large part upon our ability to implement our business strategy successfully. Our business strategy envisions several initiatives, including branding, marketing and selling efforts to drive growth, moving into new product and service offerings and geographies, enhancing our core product and service offerings and continuing to improve operating efficiencies and asset utilization. We may not be able to implement our business strategy successfully or achieve the benefits of our business plan. If we are unable to do so, our long-term growth and profitability may be adversely affected. Even if we are able to implement some or all of the initiatives of our business plan successfully, our operating results may not improve to the extent we expect, or at all.

Implementation of our business strategy could also be affected by a number of factors beyond our control, such as increased competition, changes in demand and buying habits, legal and regulatory developments, economic conditions, and the credit and capital markets environment, developments within the primary industry we serve and increased operating costs or expenses. In addition, to the extent we have misjudged the nature and extent of industry trends or our competition, we may have difficulty achieving our strategic objectives. We may also decide to alter or discontinue certain aspects of our business strategy at any time. Any failure to successfully implement our business strategy may adversely affect our business, results of operations, cash flows and financial condition and thus our ability to service our indebtedness.

Our viability, growth and profitability will depend upon both raising funds and successfully marketing our products, company and website. It also depends upon our ability to purchase raw materials (primarily diamonds and precious metals), semi-mounts (engagement rings without a center stone), and certain finished goods and resell the finished product at a profit, and to develop relationships with jewelry retailers. Even if we raise necessary funds and develop such relationships, there is no guarantee that we will generate a profit.

Our ~~new~~ business plan depends on our new diamond cutting techniques, which, if widely replicated, would result in increased competition for the ~~company~~ Company.

In February 2014, our bridal jewelry operations began to focus on engagement rings featuring uniquely cut stones which in May 2014 we branded as an AspiriTM (“Aspiri”) cut diamond. These stones utilize an advanced cutting technique that requires both raw diamonds of certain characteristics and skilled expertise to effectuate the unique cut. We believe that such uniquely cut stones will be difficult to successfully replicate or mass produce. If such raw diamonds and cutting techniques were to be ~~broadly~~widely replicated, or if our sources of supply and cutters were to become scarce or broadly distributed, or if the costs of such supply or cutting became economically unfeasible, such events could have a material adverse effect on our operations and profitability. The Company does not have any intellectual property rights with respect to our Aspiri cut diamonds which could decrease the barrier for entry of potential competitors; however, we believe that we have accumulated significant know-how regarding this uniquely cut diamond, which cannot be easily replicated.

We are subject to fluctuations in the cost and availability of raw materials and the possible loss of suppliers.

Our business is focused on the manufacture of bridal rings, which we sell to independent retailers. We purchase rings and diamonds separately, combine them into a single ring and sell the finished product to our customers. We are dependent upon the availability of raw materials to produce our products. The principal raw materials are diamonds and gold and other precious metals. The price of gold and other precious metals has been highly volatile since 2009, and we anticipate continued volatility in the price of gold for the foreseeable future driven by numerous factors, such as changes in supply and demand and investor sentiment. The volatility of metal prices has impacted, and could further impact, our jewelry sales and product lines.

The price and availability of these raw materials are affected by numerous factors beyond our control. These factors include:

the level of consumer demand for these materials and downstream products containing or using these materials;

the supply of these materials and the impact of industry consolidation, particularly overseas low labor cost markets;

foreign government regulation and taxes;

market uncertainty;

volatility in the capital and credit markets;

environmental conditions and regulations; and

7· political and global economic conditions.

·Any ~~political~~material increase in the price of these raw materials could adversely impact our cost of sales. When these fluctuations result in significantly higher raw material costs, our operating results are adversely affected to the extent we are unable to pass on these increased costs to our customers or to the extent they materially affect customer buying habits. Therefore, significant fluctuations in prices for diamonds, gold stones and ~~global~~other ~~economic~~of ~~conditions~~our critical materials could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Any material increase in the price of these raw materials could adversely impact our cost of sales. When these fluctuations result in significantly higher raw material costs, our operating results are adversely affected to the extent we are unable to pass on these increased costs to our customers or to the extent they materially affect customer buying habits. Therefore, significant fluctuations in prices for diamonds, gold stones and other of our critical materials could have a material adverse effect on our business, results of operations, cash flows and financial condition.7

We rely on a limited number of suppliers for certain of our raw materials and outside services. Global market and economic conditions may affect our suppliers and impact their viability and their ability to fulfill their obligations to us. If access to our limited suppliers is lost or curtailed, we may not be able to secure alternative supply arrangements in a timely and cost-efficient fashion. Any failure to obtain raw materials and certain services for our business on a timely basis at an affordable cost, or any significant delays or interruptions of supply, would have a material adverse effect on our business, results of operations, cash flows and financial condition.

Our ~~operations~~ operations are not diversified and are limited to the production and sales of jewelry.

~~Our~~The ~~ability~~jewelry toindustry ~~generate~~and ~~revenue~~the ~~will~~retailers ~~depend~~which onare our ~~success~~customers intypically ~~obtaining~~sell ~~raw materials (primarily diamonds and precious metals) and semi-mounts (engagement rings without~~ a ~~center~~diverse ~~stone)~~range ~~and~~of ~~the~~jewelry ~~fabrication~~products, ~~thereof~~including ~~into~~bridal, ~~complete~~diamond ~~engagement~~jewelry, watches, ~~rings~~fashion, ascolored ~~well~~stones, asetc., ~~our ability to sell our products~~ at a ~~profit~~wide ~~and~~range toof ~~build~~price apoints ~~network~~and ~~of wholesale clients~~quality. ~~There~~Currently, ~~can~~we beare noprimarily ~~assurance~~limited ~~that~~to ~~any such events will~~the ~~occur,~~production ~~that~~and wesale ~~will~~of ~~attain~~bridal ~~revenues~~diamond ~~from~~engagement ~~sale~~rings ofand ~~our~~have ~~products,~~recently orexpanded ~~that~~to wependants ~~will~~and beearrings ~~able~~featuring toour ~~maintain~~Aspiri cut ~~profitable operations~~diamond.

WeOur ability to ~~may~~generate ~~lack~~revenue will depend on our success in obtaining raw materials (primarily diamonds and precious metals) and semi-mounts (engagement rings without a center stone) and the ~~financial~~fabrication ~~resources~~thereof ~~required~~into complete engagement rings, as well as our ability to sell ~~continue~~our products at a profit and to build a network of wholesale clients. There can be no assurance that any such events will occur, that we will attain revenues from sale of our products, or that we will be able to maintain profitable operations.

ToWe ~~the~~may ~~extent~~lack ~~that~~the ~~our~~financial resources ~~are~~required ~~insufficient~~ to ~~fund~~continue ~~our future activities, we may need to raise additional funds through public or private financing~~operations. However, additional funding, if needed, may not be available on terms attractive to us, or at all. Our inability to raise capital when needed could have a material adverse effect on our business, operating results and financial condition. If additional funds are raised through the issuance of equity securities, the percentage ownership of our Company by our current shareholders would be diluted.

~~Until~~To the extent wethat ~~start~~our ~~generating~~resources ~~increased~~are ~~revenue~~insufficient weto ~~anticipate~~fund ~~that~~our afuture ~~portion~~activities, ofwe ~~our~~may ~~capital~~need ~~requirements~~to ~~will~~raise beadditional ~~met~~funds through ~~financing~~public ~~and~~or private itfinancing. isHowever, ~~not~~additional ~~certain~~funding, weif ~~will~~needed, may not be ~~able~~available on terms attractive to ~~find~~us, ~~financing~~or at all. Our inability to raise ~~meet~~capital when needed could have a material adverse effect on our business, operating ~~requirements~~results and financial condition. If additional funds are raised through the issuance of equity securities, the percentage ownership of our Company by our current shareholders would be diluted.

~~Because we are a new company, it is difficult for us to determine our monthly or annual operating expenses.~~ Until we start generating increased revenue, ~~and~~we ~~possibly~~anticipate ~~even after~~ that, wea ~~will~~portion beof ~~dependent on financing to fund~~ our ~~operating as well as other working~~ capital requirements. ~~There~~will ~~can~~ be nomet ~~assurance~~through ~~that~~financing weand ~~can~~it is ~~raise~~not ~~sufficient~~certain ~~capital to meet our future working capital needs, or that if~~ we ~~do, it~~ will be onable ~~terms favorable~~ to ~~our~~find ~~company.~~financing Itto ismeet ~~not anticipated that any of the officers, directors or current shareholders of the Company will provide any significant portion of~~ our ~~future~~operating ~~financing~~ requirements.

Because we ~~have~~ are a ~~limited~~relatively new company, it is difficult for us to determine our monthly or annual operating ~~history~~expenses. onUntil ~~which~~we anstart ~~evaluation~~generating increased ofrevenue, and possibly even after that, we will be dependent on financing to fund our ~~prospects~~operations as well as other working capital requirements. There can be ~~made~~no assurance that we can raise sufficient capital to meet our future working capital needs, or that if we ~~may~~do, ~~not~~it will be ~~able~~on terms favorable to ~~effectively~~our ~~manage the~~company. ~~demands~~It ~~required~~is not anticipated that any of athe ~~new~~officers, ~~business~~directors inor current shareholders of the ~~jewelry~~Company ~~industry~~will provide any significant portion of our future financing requirements.

~~We are a new company~~Because ~~and,~~we ~~to date,~~ have a limited operating history ~~upon~~on which an evaluation of our prospects can be made., ~~There can be no assurance that~~ we ~~will~~may ~~effectively~~not ~~execute our business plan or manage any growth or that our future operating and financial forecast will~~ be ~~met.~~able ~~Future development and operating results will depend on many factors, including access~~ to ~~adequate~~effectively ~~capital,~~ manage the ~~demand for~~demands ~~our~~required ~~products, price competition, our ability to market our products, our success in setting up and expanding distribution channels, and whether we can control costs. Many~~ of ~~these factors are beyond our control. In addition, our future prospects must be considered in light of the risks, expenses, and difficulties frequently encountered in establishing~~ a new business in the jewelry industry~~, which is characterized by intense competition~~.

8We are an emerging growth company and, to date, have a limited operating history upon which an evaluation of our prospects can be made. There can be no assurance that we will effectively execute our business plan or manage any growth or that our future operating and financial forecast will be met. Future development and operating results will depend on many factors, including access to adequate capital, the demand for our products, price competition, our ability to market our products, our success in setting up and expanding distribution channels, and whether we can control costs. Many of these factors are beyond our control. In addition, our future prospects must be considered in light of the risks, expenses, and difficulties frequently encountered in establishing a new business in the jewelry industry, which is characterized by intense competition.

We expect our operating expenses to continue to increase, and this may affect profit margins and the market value of the company’s common stock.

Over the next twelve months, the Company expects to increase its operating expenses to expand its marketing operations and to increase inventory and production of finished goods. Such increases in operating expense levels and capital expenditures may adversely affect the Company’s operating results and profit margins, which may in turn significantly affect the market value of the Company’s Common Stock. There can be no assurance that the Company will achieve profitability or generate sufficient profits from its business operations in the future.

We may be required to make significant capital expenditures for our ~~businesses~~business in order to remain technologically and economically competitive.

We are required to invest capital in order to expand and update our capabilities in our ~~businesses~~business. We expect our capital expenditure requirements to relate primarily to growth initiatives, including branding, marketing and information technology. Changing competitive conditions that impact branding and marketing or the emergence of any significant technological advances utilized by competitors could require us to invest significant capital in order to remain competitive. If we are unable to fund any such investment, including as a result of constraints in the availability of capital, or otherwise fail to invest in branding, marketing or new technologies, our business, results of operations, cash flows and financial condition could be materially and adversely affected.

Our businesses are subject to changes arising from developments in technology and changes in consumer behavior facilitated by these developments that could render our products obsolete or reduce product consumption.8

~~Emerging~~Our ~~technologies,~~business ~~including~~is ~~those~~subject ~~involving~~to ~~the~~changes ~~Internet,~~arising ~~social~~from ~~networking~~developments ~~and alternative methods of content delivery, have resulted~~ in ~~new~~technology ~~distribution channels~~ and ~~new~~changes ~~products~~in ~~and~~consumer ~~services being provided that may compete with our products~~behavior. AsSuch adevelopments ~~result,~~could ~~our ability to compete effectively~~render ~~and~~ our ~~growth and future financial performance may depend on our ability to develop and market new~~ products toobsolete ~~address~~or ~~the~~reduce ~~new distribution~~product channels and technologies, while enhancing existing products and distribution channels, in order to incorporate the latest technological advances and accommodate changing customer and consumer preferences and demandsconsumption.

IfEmerging wetechnologies, including ~~fail~~those ~~to anticipate~~involving orthe ~~respond~~Internet, ~~adequately~~social tonetworking ~~changes~~and inalternative ~~technology~~methods of content delivery, ~~consumer~~have ~~behavior~~resulted in new distribution channels and ~~user~~new ~~preferences~~products and ~~demands~~services orbeing ~~are~~provided ~~unable~~that may compete with our products. As a result, our ability to compete effectively ~~finance~~and ~~the~~our ~~capital~~growth ~~expenditures~~and ~~necessary,~~future orfinancial ~~develop~~performance anmay depend on our ability to ~~respond~~develop and market new products to ~~such~~address ~~changes,~~the ~~our~~new distribution ~~business~~channels and technologies, ~~results~~while ofenhancing ~~operations~~existing products and distribution channels, in order to incorporate the ~~cash~~latest ~~flows~~technological advances and ~~financial~~accommodate ~~condition~~changing ~~could~~customer beand ~~materially~~consumer preferences and ~~adversely affected~~demands.

WeIf we fail to anticipate or respond adequately to changes in technology, consumer behavior and user preferences and demands or are ~~dependent~~unable ~~upon~~to finance ~~certain~~the ~~members~~capital ofexpenditures necessary, or develop an ability to respond to such changes, our ~~senior~~business, ~~management~~results of operations, cash flows and financial condition could be materially and adversely affected.

We are ~~substantially~~ dependent upon ~~on the personal efforts, relationships and abilities of~~ certain members of our senior management~~, including Michael Wirth, our Chief Executive Officer, and Yitzchok Gurary, President~~. The loss of the services of members of senior management could have a material adverse effect on our company. In particular, we are dependent on our President, Yitzchok Gurary, who has developed contacts and experience in the jewelry business, and whose affiliation with a related party provided us with merchandise with which we commenced our operations and from which we purchase a large percentage of our merchandise. In the event Mr. Gurary leaves the Company, we may lose a substantial portion of our business. For the year ended May 31, 2014, we purchased approximately 63% of our merchandise from Classique Creations LLC, a jewelry manufacturing company owned 98% by Mr. Gurary’s mother, and 2% by his brother, Chaim Gurary, a shareholder of Romantique. If Mr. Gurary were to leave the company, there is no guarantee that Classique Creations LLC would continue to sell us merchandise or that we would be able to purchase merchandise from another manufacturer on similar terms.

~~Our~~We are ~~two~~substantially ~~largest~~dependent ~~shareholders~~on ~~own~~the ~~approximately~~personal ~~76%~~efforts, ofrelationships ~~the~~and ~~controlling~~abilities ~~interest~~of incertain members of our ~~voting~~senior ~~stock~~management, including Michael Wirth (Chief Executive Officer), Yitzchok Gurary (President and Chief Financial Officer), asMordechai Gurary (Director of Sales) and Samantha Manburg (Chief Operating Officer). The loss of the services of members of senior management could have a ~~result~~material adverse effect on our Company. In particular, ~~investors~~we ~~would~~are dependent on our Chief Executive Officer, Michael ~~not~~Wirth, for his public company, managerial and financial experience and our President, Yitzchok Gurary, and Director of Sales, Mordechai Gurary, each of whom have ~~any~~developed ~~voice~~contacts and experience in ~~our~~the ~~management~~jewelry business, and whose affiliation with a related party provided us with merchandise with which ~~could~~we ~~result~~commenced inour ~~decisions~~operations ~~adverse~~and tofrom which we purchase a large percentage of our ~~general~~inventory ~~shareholders~~components (ring mountings, or “semi-mounts”). Further, Mordechai Gurary, as Director of Sales, was responsible for a majority of our sales. In addition he is involved with other businesses within the jewelry industry, and does not devote all of his time to the Company. Although the Company believes that currently this poses no conflict, there is no assurance that a conflict would not arise in the future.

~~Our~~In ~~two~~the ~~largest~~event either ~~shareholders~~Yitzchok ~~beneficially~~or ~~have~~Mordechai Gurary leaves the ~~right~~Company, towe ~~vote~~may lose a substantial portion of our business. For the years ended May 31, 2015 and 2014, respectively, we purchased, in dollar terms, approximately 7641% and 63%, respectively, of our ~~outstanding~~merchandise from ~~Common~~Classique ~~Stock.~~Creations AsLLC (“Classique”), a ~~result~~jewelry manufacturing company owned 98% by Mr. Isaac Gurary’s mother (and Mordechai Gurary’s wife), ~~these~~and ~~shareholders~~2% by his brother, Chaim Gurary (and Mordechai Gurary’s son), a shareholder of MLJ. ~~would~~If ~~have~~either Yitzchok or Mordechai Gurary were to leave the ~~ability~~ Company, there is no guarantee that Classique would continue to ~~control~~sell ~~substantially~~us merchandise ~~all~~or ~~matters~~that ~~submitted~~we would be able to ~~our~~purchase ~~shareholders~~merchandise ~~for~~from ~~approval~~another ~~including:~~manufacturer on similar terms.

9We currently purchase many of our settings from one company, which is an affiliated company and with which company we have no written contract.

·For ~~election~~the period September 6, 2012 (inception) to May 31, 2015 we purchased 100% of our ~~board~~ring settings from Classique a company owned by relatives of ~~directors~~our President, Yitzchok Gurary, and our Director of Sales, Mordechai Gurary. If Classique experiences financial difficulties or refuses to sell ring settings to us or raises its prices, we would be forced to find another jewelry manufacturer to work with. There is no guarantee that other jewelry manufacturers would sell products to our company on the same terms, which could diminish our profit; nor is there a guaranty that the quality of products purchased from other third parties would be of the same quality as the products we are currently purchasing from Classique. Further, we have no written contract with Classique and, as a result, that company may stop supplying with jewelry or raise its prices without notice.

·We ~~removal~~intend to eliminate our reliance on Classique for the creation of ~~any~~the semi-mount (the ring exclusive of a center stone diamond) and bring in-house such processes for the creation of our ~~directors;~~complete finished products.

·We ~~amendment~~currently rely on Classique for the manufacture of our ~~Articles~~semi-mounts, one of ~~Incorporation~~the key components of our finished products. Semi-mounts include the cast settings for engagement rings, pendants and earrings exclusive of the center diamond. Similar to the production model of Classique, and when we deem financially feasible, we plan to internalize the CAD (computer-aided design) design of semi-mounts, creation of the wax molds, sorting of melee stones (smaller stones on the semi-mount ring shank) and the logistics of outsourcing the casting of the semi-mount and diamond setting. There is no guarantee that we will be successful in internalizing such operations, hiring additional capable personnel or ~~bylaws;~~maintaining high-quality outsourced relationships for the casting and stone setting.

·We ~~adoption~~are ofreliant on ~~measures~~a ~~that~~select ~~could~~type ~~delay~~of orrough ~~prevent~~diamond aand ~~change~~one invendor ~~control~~for orthe ~~impede~~sourcing aand ~~merger,~~cutting ~~takeover~~of orour ~~other~~AspiriTM ~~business~~cut ~~combination involving us~~diamonds.

AsWe acurrently ~~result~~rely on one vendor for the sourcing and cutting of ~~their~~ ~~ownership~~our center stone diamonds that meet our AspiriTM specifications and ~~positions~~quality. Furthermore, ~~these~~this ~~two~~vendor ~~shareholders~~sources the appropriate rough diamond that lends itself to an AspiriTM cut finished diamond. While we have ~~the~~an ~~ability~~exclusive contract with this vendor, there is no assurance that this vendor will be able to ~~influence~~continue ~~all~~to ~~matters~~produce AspiriTM ~~requiring~~cut ~~shareholder~~diamonds. ~~approval~~If this vendor were to lose its sources of rough diamonds, experience labor shortages of highly ~~including~~trained ~~the~~stone ~~election~~cutters or experience some sort of ~~directors~~business ~~and~~interruption, ~~approval~~our supply of ~~significant~~such ~~corporate~~diamonds ~~transactions~~may be curtailed. In such event, there is no assurance that we may be able to source an alternative vendor of equal or better caliber which would then result in our inability to produce Aspiri cut diamond products.

~~Current economic conditions may prevent us from generating increasing revenue.~~9

~~Our business and~~Currently ~~operating results can be affected by global economic conditions and, in particular, conditions in~~ our ~~customers’~~two ~~and~~largest ~~suppliers’ businesses~~shareholders ~~and~~own ~~the~~approximately ~~market~~76% ~~segments~~of ~~they serve. Broad and industry economic conditions affect~~ the ~~demand~~controlling ~~for~~interest ~~certain~~in of our ~~products and~~voting ~~raw~~stock ~~materials.~~which Ascould a result ofin ~~uncertainty about global economic conditions, including factors such as unemployment, bankruptcies,~~decisions ~~financial~~adverse ~~market volatility, sovereign debt issues, government budget deficits and other factors which continue~~ to ~~affect the global economy,~~ our ~~customers~~general ~~and suppliers may experience deterioration of their businesses, suffer cash flow shortages or file for bankruptcy~~shareholders. ~~In turn, existing or potential customers may delay or decline to purchase our products, and our suppliers and customers may not be able to fulfill their obligations to us in a timely fashion.~~

~~Although~~Currently our ~~primary~~ ~~focus~~two islargest onshareholders ~~bridal~~beneficially ~~engagement~~own ~~rings,~~ and have the ~~timing~~right ~~of marriages is generally less susceptible~~ to ~~economic~~vote ~~conditions,~~approximately ~~customers may~~76% ~~view the purchase~~ of ~~certain of~~ our ~~products,~~outstanding ~~including~~Common ~~pendants,~~Stock. ~~earrings~~As ~~and~~a ~~other fashion jewelry~~result, ~~as discretionary. A reduction~~ inthese ~~consumer~~shareholders ~~discretionary~~have ~~spending or disposable income and/or adverse trends in~~ the ~~general economy (and consumer perceptions of those trends) may affect us more significantly than other industries as consumers may be less likely~~ ability to ~~purchase~~control ~~non-essential goods~~substantially ~~such~~all asmatters ~~jewelry.~~submitted ~~In addition, customer difficulties could result in increases in bad debt write-offs and increases~~ to our ~~allowance~~ shareholders for ~~doubtful accounts receivable~~approval. ~~Further, our suppliers may experience similar conditions as our customers, which may~~These ~~impact~~shareholders ~~their~~are ~~viability~~able ~~and their ability~~ to ~~fulfill~~control ~~their~~matters ~~obligations to us. Negative changes in the economy,~~ including as a result of political actions or inactions, a slow economic recovery or a prolonged period of uncertainty in the economic environment, could materially adversely affect our business, results of operations, cash flows and financial condition.:

In· ~~addition,~~election ~~as a result~~ of the economic downturn in the United States, credit and private financing is becoming difficult to obtain at reasonable rates, if at all. We may be required to obtain additional funding from other sources, including loans and/or private financings. If we are unable to achieve such capital infusions on reasonable terms, if at all, our ~~operations~~board ~~may~~of ~~be negatively affected.~~directors;

~~Because we~~· ~~are~~removal ~~significantly~~of ~~smaller~~any ~~than the majority~~ of our ~~competitors we may lack the financial resources needed to capture market share.~~directors;

We· ~~face~~amendment ~~competition in our businesses from a number~~ of ~~companies, some of which have substantial financial and other resources. The market in which we operate is dominated by much larger firms with established brand names and distribution channels, and~~ our ~~success~~Certificate ~~is dependent upon interest in and awareness~~ of ~~our~~Incorporation ~~products by both retailers and the general public. It may be difficult~~ or ~~impossible for us to achieve such acceptance of our products. In addition~~Bylaws, ~~our~~each ~~competitors~~as are more financially stable than we are, and because they have greater volume, can work with smaller profit margins than we may be able to. Moreover, even if we successfully bring our products to market ahead of our projected competitors, established competitors could quickly bring products to market that would compete.amended;

It· isadoption ~~possible that certain~~ of ~~our~~measures ~~competitors~~that may be able to adapt more quickly to new or emerging technologies and changes in customer preferences or to devote greater resources to the promotion and sale of their products than we can. We expect to meet significant competition from existing competitors with entrenched positions as well as from new entrants and channels of competition, both with respect to our existing product and service lines and new products and services. Further, competitors might expand their product or service offerings, either through internal product development or acquisitions of our direct competitors. These competitors could ~~introduce products~~delay or ~~establish~~prevent ~~prices~~a ~~for~~change ~~their products or services~~ in acontrol ~~manner that could adversely affect our ability to compete~~ or ~~could otherwise~~impede ~~result in downward pressure on pricing. To maintain~~ a ~~competitive advantage~~merger, wetakeover ~~may~~or ~~need~~other to increase our investment in product and service development, manufacturing capabilities and sales, branding and marketing and will need to continue to improve our cost structure and operating efficiencies. Increases in competition could have a material and adverse effect on our business~~, results~~ ofcombination ~~operations,~~involving ~~cash~~us; ~~flows~~ and ~~financial condition.~~

10· approval of significant corporate transactions.

~~Because of our limited operating history~~Accordingly, weall other ~~may~~shareholders ~~lack~~are ~~the~~subject ~~ability~~ to ~~recruit suitable candidates for employment, or to attract them to~~ the ~~company~~decision ~~should~~making ~~they~~of bethese ~~identified~~two shareholders.

~~Because our revenues~~Current ~~and~~economic ~~operating~~conditions ~~history have been limited to date, we~~ may ~~have~~prevent ~~difficulty~~us ~~attracting~~from ~~potential~~generating ~~employees.~~increasing ~~In addition, we may be dependent upon skills of individuals with whom we may have little familiarity, and who may not perform as expected~~revenue.

Our business and operating results can ~~acquisition~~be ~~strategies~~affected by global economic conditions and, in particular, conditions in our customers’ and suppliers’ businesses and the market segments they serve. Broad and industry economic conditions affect the demand for certain of our products and raw materials. As a result of uncertainty about global economic conditions, including factors such as unemployment, bankruptcies, financial market volatility, sovereign debt issues, government budget deficits and other factors which continue to affect the global economy, our customers and suppliers may ~~not~~experience deterioration of their businesses, suffer cash flow shortages or file for bankruptcy. In turn, existing or potential customers may delay or decline to purchase our products, and our suppliers and customers may not be ~~successful~~able to fulfill their obligations to us in a timely fashion.

AsAlthough ~~part of~~ our primary ~~growth~~focus ~~strategy,~~is weon ~~intend~~bridal toengagement ~~acquire~~rings, ~~additional~~and ~~companies in~~ the ~~jewelry~~timing ~~industry. Such~~of ~~acquisitions~~marriages ~~may~~is ~~pose~~generally ~~substantial risks~~less susceptible to ~~our~~economic ~~business~~conditions, ~~financial~~customers may ~~condition,~~view ~~and~~the ~~results~~purchase of ~~operations.~~certain Inof ~~pursuing~~our ~~acquisitions~~products, weincluding ~~will~~pendants, ~~compete~~earrings ~~with~~and other ~~companies~~fashion jewelry, as discretionary. A reduction ~~many~~in ofconsumer ~~which~~discretionary ~~have~~spending ~~greater~~or ~~financial~~disposable income and/or ~~other~~adverse ~~resources~~trends toin ~~acquire~~the ~~attractive~~general ~~companies~~economy (and ~~assets.~~consumer ~~Even~~perceptions of ifthose wetrends) ~~are~~may ~~successful in~~affect ~~acquiring~~us ~~additional~~more ~~companies,~~significantly ~~some~~than ofother ~~the~~industries ~~companies~~as consumers may ~~not~~be ~~produce~~less ~~revenues~~likely atto ~~anticipated~~purchase ~~levels~~non-essential goods orsuch ~~within~~as ~~specified time periods~~jewelry. ~~There~~In isaddition, nocustomer ~~assurance~~difficulties ~~that~~could weresult ~~will~~in beincreases ~~able~~in bad debt write-offs and increases to ~~successfully~~our allowance ~~integrate~~for ~~acquired~~doubtful ~~companies~~accounts receivable. Further, ~~which~~our ~~could~~suppliers ~~result~~may inexperience ~~substantial~~similar conditions as our customers, which may ~~costs~~impact their viability and ~~delays~~their orability ~~other~~to ~~operational,~~fulfill ~~technical~~their orobligations ~~financial~~to ~~problems~~us. ~~Further,~~Negative ~~acquisitions~~changes ~~could~~in ~~disrupt~~the ~~ongoing~~economy, ~~business~~including ~~operations. If~~as ~~any~~a result of ~~these~~political ~~events~~actions ~~occur~~or inactions, ita ~~would~~slow ~~have~~economic recovery or a ~~material~~prolonged ~~adverse~~period ~~effect~~of ~~upon~~uncertainty ~~our~~in ~~operations~~the ~~and~~economic environment, could materially adversely affect our business, results ~~from~~of operations, cash flows and financial condition.

~~Acquisitions~~In ~~and~~addition, as ~~dispositions~~a ~~could~~result ~~involve~~of athe ~~number~~economic ofdownturn ~~risks~~in ~~and~~the ~~present~~United ~~financial~~States, ~~managerial~~credit and ~~operational~~private ~~challenges~~financing is becoming difficult to obtain at reasonable rates, if at all. We may be required to obtain additional funding from other sources, including: loans and/or private financings. If we are unable to achieve such capital infusions on reasonable terms, if at all, our operations may be negatively affected.

·Because we ~~adverse~~are ~~developments~~significantly ~~with~~smaller ~~respect~~than tothe ~~our~~majority ~~results~~ of ~~operations~~our ascompetitors awe ~~result~~may oflack anthe ~~acquisition~~financial ~~which~~resources ~~may~~needed ~~require us~~ to ~~incur~~capture ~~charges and/or substantial debt or liabilities;~~market share.

·We ~~disruption~~face competition in our business from a number of companies, some of which have substantial financial and other resources. The market in which we operate is dominated by much larger firms with established brand names and distribution channels, and our ~~ongoing~~success ~~business~~is dependent upon interest in and ~~diversion~~awareness of ~~resources~~our products by both retailers and ~~management~~the ~~attention~~general ~~from~~public. ~~existing~~It ~~businesses~~may be difficult or impossible for us to achieve such acceptance of our products. In addition, our competitors are more financially stable than we are, and ~~strategic~~because they ~~matters;~~have greater volume, can work with smaller profit margins than we may be able to. Moreover, even if we successfully bring our products to market ahead of our projected competitors, established competitors could quickly bring products to market that would compete.

·It ~~difficulty~~is possible that certain of our competitors may be able to adapt more quickly to new or emerging technologies and changes in customer preferences or to devote greater resources to the promotion and sale of their products than we can. We expect to meet significant competition from existing competitors with ~~assimilation~~entrenched positions as well as from new entrants and ~~integration~~channels of ~~operations~~competition, ~~technologies,~~both with respect to our existing product and service lines and new products and services. Further, ~~personnel~~competitors might expand their product or ~~financial~~service offerings, either through internal product development or ~~other~~acquisitions ~~systems;~~of our direct competitors. These competitors could introduce products or establish prices for their products or services in a manner that could adversely affect our ability to compete or could otherwise result in downward pressure on pricing. To maintain a competitive advantage, we may need to increase our investment in product and service development, manufacturing capabilities and sales, branding and marketing and will need to continue to improve our cost structure and operating efficiencies. Increases in competition could have a material and adverse effect on our business, results of operations, cash flows and financial condition.

~~· increased expenses, including compensation expenses resulting from newly hired employees and/or workforce integration and restructuring;~~10

·Because of ~~disruptions~~our inlimited ~~relationships~~operating ~~with~~history, ~~current~~we ~~and~~may ~~new~~lack ~~personnel~~the ability to recruit suitable candidates for employment, ~~customers~~or ~~and~~to ~~suppliers;~~attract them to the Company should they be identified.

·Because ~~integration~~our ~~challenges~~revenues and ~~related~~operating tohistory ~~implementing~~have orbeen ~~improving~~limited ~~internal~~to ~~controls~~date, ~~procedures~~we ~~and/or~~may ~~policies~~have atdifficulty aattracting ~~business~~potential ~~that~~employees. ~~prior~~In toaddition, ~~the~~we ~~acquisition~~may ~~lacked~~be dependent ~~the~~upon ~~same~~skills ~~level~~ of ~~controls,~~individuals ~~procedures~~with whom we may have little familiarity, and~~/or~~ ~~policies;~~who may not perform as expected.

·Our ~~the~~membership in ~~assumption of~~ certain ~~known~~jeweler and ~~unknown~~trade ~~liabilities~~organizations ofmay ~~the~~be ~~acquired~~curtailed ~~business;~~due to membership restrictions, costs or other factors.

·We ~~regulatory~~are ~~challenges~~members of orvarious ~~resulting~~trade ~~delays;~~and jeweler organizations, many of which have certain standards for membership, fees and ~~potential~~other ~~disputes~~requirements. ~~(including~~Other groups, ~~with~~such ~~respect~~as toour ~~indemnification~~membership ~~claims~~in the Independent Jewelers Association (“IJO”), ~~with~~a consortium of over 800 credit qualified, independent jeweler retailers across the ~~buyers~~country, are by invitation only and include a vetting process and continual review regarding a vendor’s product, stability, customer service and financial capabilities. Other groups of ~~disposed~~which ~~businesses~~we ormembers ~~with~~provide ~~the~~access to ~~sellers~~certain information (for example credit worthiness of ~~acquired~~retail ~~businesses~~jewelers), ~~technologies~~jewelry shows, ~~services~~etc. Although we are members in good standing in the organizations of which we are members, there is no assurance of our continued membership in such organizations or ~~products~~that such organization themselves will remain viable.

WeAny ~~may not be~~potential ~~able to consummate acquisitions or dispositions on favorable terms or at all. Our ability to consummate acquisitions will be limited by our ability to identify appropriate~~ acquisition ~~candidates,~~strategies tomay negotiate acceptable terms for purchase and our access to financial resources, including available cash and borrowing capacity. In addition, we could experience financial or other setbacks if we are unable to realize, or are delayed in realizing, the anticipated benefits resulting from an acquisition, if we incur greater than expected costs in achieving the anticipated benefits or if any material business that we acquire or invest in encounters problems or liabilities which we were not ~~aware~~be ~~of or were more extensive than believed~~successful.

AAs part of our ~~decline~~growth strategy, we may seek to acquire additional companies in the ~~price~~jewelry ofindustry. Such ~~our~~acquisitions, ~~common~~if ~~stock~~undertaken, may ~~could~~pose ~~affect~~substantial risks to our ~~ability~~business, financial condition, and results of operations. Should we pursue an acquisition opportunity, we will compete with other companies, many of which have greater financial and other resources to ~~raise~~acquire ~~further~~attractive ~~working~~companies and ~~capital~~assets. Even if we were to be successful in acquiring additional companies, some of the companies may not produce revenues at anticipated levels or within specified time periods. There is no assurance that we will be able to successfully integrate acquired companies, which could result in substantial costs and ~~adversely~~delays ~~impact~~or other operational, technical or financial problems. Further, any acquisition effort could disrupt ongoing business operations. If any of these events occur, it would have a material adverse effect upon our operations and results from operations.

~~Because~~Acquisitions ~~we intend~~and todispositions ~~structure any future acquisitions through payment of our Common Stock, a decline in the price of our stock, once it commences trading,~~ could ~~result~~involve in a ~~reduction~~number ~~in the liquidity~~ of ~~our~~risks ~~common stock~~ and apresent ~~reduction~~financial, inmanagerial ~~our ability to raise additional capital for our operations. A reduction in our ability to raise equity capital in the future would have a material adverse effect upon our business plan~~ and ~~operations,~~operational ~~including our ability to continue our current operations. If our stock price declines~~challenges, ~~we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.~~including:

11· adverse developments with respect to our results of operations as a result of an acquisition which may require us to incur charges and/or substantial debt or liabilities;

~~New York~~· ~~law~~disruption ~~and~~of our ~~articles~~ongoing ofbusiness ~~incorporation~~and ~~may~~diversion ~~protect~~of ~~our~~resources ~~directors~~and management attention from ~~certain~~existing ~~types~~business ofand ~~lawsuits.~~strategic matters;

~~New~~· ~~York~~difficulty ~~law~~with ~~provides that~~assimilation ~~our officers~~ and ~~directors~~integration ~~will not be liable to us or our stockholders for monetary damages for all but certain types~~ of ~~conduct~~ as officers and directors. Our Bylaws permit us broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our officers and directors caused by their negligenceoperations, ~~poor judgment or other circumstances. The indemnification provisions may require us to use our limited assets to defend our officers and directors against claims~~technologies, ~~including claims arising out of their negligence~~products, ~~poor~~personnel ~~judgment,~~or financial or other ~~circumstances.~~systems;

~~We currently~~· ~~purchase~~increased ~~many~~expenses, ofincluding ~~our~~compensation ~~settings~~expenses resulting from ~~one~~newly ~~company,~~hired ~~which~~employees isand/or anworkforce ~~affiliated~~integration ~~company~~ and ~~with which company we have no written contract.~~restructuring;

~~For~~· ~~the~~disruptions ~~period September~~in 6,relationships ~~2012~~with ~~(inception)~~current ~~to May 31, 2014, we purchased 100% of our ring settings from Classique Creations LLC, a company owned 98% by the mother of the President, Yitzchok Gurary,~~ and 2%new ~~by his brother. If Classique Creations LLC experiences financial difficulties or refuses to sell ring settings to us or raises its prices~~personnel, wecustomers would be forced to find another jewelry manufacturer to work with. There is no guarantee that other jewelry manufacturers would sell products to our company on the same terms, which could diminish our profit; nor is there a guaranty that the quality of products purchased from other third parties would be of the same quality as the products we are currently purchasing from Classique. Further, we have no written contract with Classique Creations LLC, and ~~as a result, that company may stop supplying with jewelry or raise its prices without notice.~~suppliers;

~~We are~~· anintegration ~~“emerging~~challenges ~~growth~~related ~~company”~~to ~~under~~implementing ~~the~~or ~~Jobs~~improving ~~Act~~internal ofcontrols, ~~2012~~procedures and/or wepolicies ~~cannot~~at bea ~~certain~~business ifthat ~~the~~prior ~~reduced disclosure requirements applicable~~ to ~~emerging~~the ~~growth~~acquisition ~~companies~~lacked ~~will~~the ~~make~~same ~~our~~level ~~common~~of ~~stock~~controls, ~~less~~procedures ~~attractive~~and/or ~~to investors.~~policies;

We· ~~are an “emerging growth company”, as defined in~~ the ~~Jumpstart~~assumption ~~Our Business Startups Act~~ of ~~2012~~certain ~~(“JOBS~~known ~~Act”),~~ and weunknown ~~may~~liabilities ~~take advantage~~ of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the ~~auditor~~acquired attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.business;

~~In addition,~~· ~~Section~~regulatory ~~107~~challenges ofor ~~the~~resulting ~~JOBS~~delays; ~~Act~~and ~~also~~potential ~~provides~~disputes ~~that~~(including anwith ~~“emerging~~respect ~~growth~~to ~~company”~~indemnification ~~can~~claims) ~~take~~with ~~advantage of~~ the ~~extended~~buyers ~~transition period provided in Section 7(a)(2)(B)~~ of ~~the~~disposed ~~Securities~~businesses ~~Act~~or ~~for complying~~ with ~~new or revised accounting standards. In other words, an “emerging growth company” can delay~~ the ~~adoption~~sellers of ~~certain~~acquired ~~accounting~~businesses, ~~standards~~technologies, ~~until those~~services ~~standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new~~ or ~~revised accounting standards~~products.

We ~~will~~may ~~remain~~not be anable ~~“emerging~~to ~~growth~~consummate ~~company”~~acquisitions ~~for~~or updispositions toon ~~five~~favorable ~~years,~~terms ~~although~~or weat all. Our ability to consummate acquisitions will ~~lose~~be ~~that~~limited by ~~status~~our ~~sooner~~ability ifto identify appropriate acquisition candidates, to negotiate acceptable terms for purchase and our ~~revenues~~access ~~exceed~~to financial $1resources, ~~billion~~including available cash and borrowing capacity. In addition, we could experience financial or other setbacks if we are ~~issue~~unable ~~more~~to ~~than~~realize, $1or ~~billion~~are delayed in ~~non-convertible~~realizing, ~~debt~~the inanticipated abenefits ~~three~~resulting ~~year~~from ~~period~~an acquisition, or if we incur greater than expected costs in achieving the ~~market~~anticipated ~~value~~benefits ofor ~~our~~if ~~common stock~~any material business that iswe ~~held~~acquire byor ~~non-affiliates~~invest ~~exceeds~~in ~~$700~~encounters ~~million~~problems or asliabilities which we were not aware of ~~any~~or ~~June~~were 30more extensive than believed.

12A decline in the price of our Common Stock could affect our ability to raise further working capital and adversely impact our operations.

~~Our~~Because ~~status~~we asintend to anstructure ~~“emerging~~any ~~growth~~future ~~company” under~~acquisitions through payment of our Common Stock, a decline in the ~~Jobs~~price ~~Act~~of our stock could result in a reduction in the liquidity of ~~2012~~our ~~may~~Common ~~make~~Stock itand ~~more~~a ~~difficult~~reduction in our ability to raise additional capital asfor our operations. A reduction in our ability to raise equity capital in the future would have a material adverse effect upon our business plan and operations, ~~when~~including our ability to continue our current operations. If our stock price declines, we ~~need~~may itnot be able to raise additional capital or generate funds from operations sufficient to meet our obligations.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.11

~~Our~~New York ~~elections~~law ~~under~~and ~~the~~our ~~Jobs~~certificate ~~Act~~of incorporation may ~~result~~protect in our ~~financial~~directors ~~statements~~from ~~not~~certain ~~being~~types ~~comparable with those~~ of ~~other publicly traded companies~~lawsuits.

WeNew ~~have~~York ~~elected~~law provides tothat ~~use~~our ~~the~~officers ~~extended~~and ~~transaction~~directors ~~period~~will ~~for~~not ~~complying~~be ~~with~~liable ~~new~~to us or ~~revised~~our ~~accounting~~stockholders ~~standards~~for ~~under~~monetary §damages ~~102~~for ~~(b)~~all ~~(1)~~but ofcertain ~~the~~types ~~JOBS~~of ~~Act~~conduct as officers and directors. ~~This~~Our ~~election~~Bylaws ~~allows~~permit ~~our~~us ~~company~~broad indemnification powers to ~~delay~~all persons against all damages incurred in connection with our business to the ~~adoption~~fullest ofextent ~~new~~provided or ~~revised~~allowed ~~accounting~~by ~~standards~~law. ~~that~~The exculpation provisions may have ~~different~~the ~~effective~~effect ~~dates~~of ~~for~~preventing ~~public~~stockholders from recovering damages against our officers and ~~private~~directors ~~companies~~caused ~~until~~by ~~these~~their ~~standards~~negligence, ~~apply~~poor tojudgment or ~~private~~other ~~companies~~circumstances. AsThe aindemnification ~~result~~provisions ofmay require us to use our ~~election,~~limited assets to defend our ~~financial~~officers and directors ~~statements~~against ~~may~~claims, ~~not~~including beclaims ~~comparable~~arising toout ~~companies~~of ~~that~~their ~~comply~~negligence, ~~with~~poor ~~public~~judgment, ~~company~~or ~~effective~~other ~~dates~~circumstances.

~~Our~~We are an ~~president’s~~“emerging ~~involvement~~growth ~~with~~company” ~~another~~under ~~jewelry~~the ~~company~~Jumpstart ~~may~~Our ~~present~~Business aStartups ~~conflict~~Act of ~~interest~~2012 (the “JOBS Act”) and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

~~The~~We ~~President~~are an “emerging ofgrowth ~~Romantique~~company”, ~~Yitzchok~~as ~~Gurary~~defined isin ~~also~~ the ~~owner~~JOBS ~~of Ocappi Inc.~~Act, aand ~~company~~we ~~which~~may ~~operates~~take inadvantage aof ~~different~~certain ~~segment~~exemptions offrom ~~the~~various ~~bridal~~reporting requirements ~~ring~~that ~~industry.~~are ~~While~~applicable ~~Romantique~~to ~~sells~~other ~~bridal~~public ~~rings~~companies tothat ~~retail~~are ~~businesses~~not ~~and~~“emerging ~~focuses~~growth oncompanies” ~~rings~~including, ~~which~~but ~~primarily~~not ~~retail~~limited ~~from $5~~to,~~000~~ not being required to ~~$10,000,~~comply ~~Ocappi,~~with ~~Inc.~~the ~~sells~~auditor ~~directly~~attestation torequirements ~~its~~of ~~consumers~~Section ~~exclusively~~404 ~~through~~of ~~its~~the ~~website~~Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and ~~focuses~~proxy onstatements, ~~high~~and ~~end~~exemptions ~~branded~~from orthe ~~designer~~requirements ~~rings.~~of ~~Romantique~~holding ~~believes~~a ~~that~~nonbinding ~~Ocappi~~advisory ~~and~~vote ~~Romantique’s~~on ~~merchandise~~executive compensation and ~~customer~~shareholder ~~base~~approval ~~will~~of any golden parachute payments not ~~overlap~~previously approved. ~~However,~~We ~~since~~cannot ~~both companies~~predict ~~are~~if ininvestors ~~the~~will ~~jewelry~~find ~~business~~our ~~focusing~~common onstock ~~bridal~~less ~~rings,~~attractive ~~there~~because iswe ~~the~~may ~~risk~~rely ~~that~~on athese ~~conflict~~exemptions. ofIf some ~~interest~~investors ~~will~~find ~~arise~~our common stock less attractive as a result of, ~~Mr.~~there ~~Gurary’s~~may ~~involvement~~be ina ~~both~~less ~~companies. These conflicts~~active oftrading ~~interest may~~market ~~be in~~for ~~allocating~~our ~~time,~~common stock ~~services, or~~and ~~sales~~our stock price may be more volatile.

~~RISK~~In ~~FACTORS~~addition, Section ~~RELATING~~107 TOof ~~OUR~~the ~~INDEBTEDNESS~~JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

~~Our~~We will remain ~~high~~an ~~level~~“emerging growth company” for up to five years, through May 31, 2019 (the last day of ~~payables~~the ~~and~~fiscal ~~indebtedness~~year ~~could~~following the ~~adversely~~fifth ~~affect~~anniversary ~~our~~of ~~cash~~the ~~flow~~date ~~and~~of ~~our~~the ~~ability~~first sale of common equity securities pursuant to ~~operate~~an ~~our~~effective ~~business~~registration statement), although ~~limit~~we will lose that status sooner if our ~~ability~~ torevenues ~~react~~exceed to$1 ~~changes~~billion, if we issue more than $1 billion in ~~the~~non-convertible debt ~~economy~~in ora ~~industry~~three ~~dynamics~~year ~~and~~period, ~~prevent~~or usif ~~from~~the ~~meeting~~market value of our ~~obligations~~common ~~with~~stock ~~respect~~that tois ~~our~~held by non-affiliates exceeds $700 million as ~~indebtedness~~of any June 30.

AsOur ofstatus as ~~May~~an ~~31, 2014,~~“emerging ~~total~~growth ~~indebtedness~~company” under ~~our~~the ~~credit~~JOBS ~~facility~~Act ~~was~~may ~~$826,000,~~make ait ~~loan~~more ~~payable~~difficult to ~~Yitzchok~~raise ~~Gurary,~~capital aas ~~major shareholder was $360,000~~ and ~~total~~when ~~payables~~we ~~outstanding were $1.9 million including $1.5 million to Classique. Our substantial indebtedness could have important~~need ~~consequences. For example,~~ it ~~could:~~.

·Because ~~make~~of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it ~~more~~may be difficult for us to ~~satisfy~~raise ~~our~~additional ~~obligations~~capital ~~with~~as ~~respect~~and towhen ~~our~~we ~~indebtedness,~~need ~~and~~it. Investors ~~any~~may ~~failure~~be unable to ~~comply~~compare our business with ~~the~~other ~~obligations~~companies ofin ~~any~~our ofindustry ~~our~~if ~~debt~~they ~~instruments,~~believe ~~including~~that our financial ~~and~~accounting ~~other~~is ~~restrictive~~not ~~covenants,~~as ~~could~~transparent ~~result~~as other companies in anour ~~event~~industry. If ofwe ~~default~~are ~~under~~unable ~~agreements~~to ~~governing~~raise additional capital as and when we need it, our ~~indebtedness;~~financial condition and results of operations may be materially and adversely affected.

·Our ~~require~~elections under usthe toJOBS ~~dedicate~~Act amay ~~substantial~~result ~~portion~~in of our ~~cash~~financial ~~flow~~statements tonot ~~pay~~being ~~principal~~comparable ~~and~~with ~~interest~~those onof ~~our debt, which will reduce the funds available for working capital, capital expenditures, acquisitions and~~ other ~~general~~publicly ~~corporate~~traded ~~purposes;~~companies.

·We ~~limit~~have elected to use the extended transition period for complying with new or revised accounting standards under § 102 (b) (1) of the JOBS Act. This election allows our ~~flexibility~~company into ~~planning~~delay the adoption of new or revised accounting standards that have different effective dates for public and ~~reacting~~private companies until these standards apply to ~~changes~~private incompanies. As a result of our ~~businesses~~election, ~~and~~our infinancial statements ~~the~~may ~~industries~~not inbe ~~which~~comparable weto ~~operate;~~companies that comply with public company effective dates.

·RISK ~~make~~FACTORS RELATING usTO ~~more~~OUR ~~vulnerable to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;~~INDEBTEDNESS

·Our ~~limit~~high level of payables and indebtedness could adversely affect our cash flow and our ability to ~~borrow~~operate ~~additional~~our ~~amounts~~business, ~~for~~limit ~~working~~our ~~capital,~~ability to ~~capital~~react ~~expenditures,~~to ~~acquisitions,~~changes ~~debt~~in ~~service~~the ~~requirements,~~economy ~~execution~~or ofindustry dynamics and prevent us from meeting our ~~business~~obligations ~~strategy~~with ~~and~~respect ~~other~~to ~~purposes;~~our ~~and~~indebtedness.

·As ~~place~~of usMay at31, 2015, total indebtedness under our credit facility with Rosenthal & Rosenthal, Inc. was $2.2 million, a ~~disadvantage~~loan ~~compared~~payable to ~~our~~Yitzchok Gurary, ~~competitors~~a ~~who~~major ~~have~~shareholder ~~less~~and ~~debt~~an officer of the Company, and other related parties was approximately $1.4 million and total payables outstanding were approximately $1.9 million including $1.7 million to Classique. Our substantial indebtedness could have important consequences. For example, it could:

~~Any~~· ofmake ~~the~~it ~~above listed~~more ~~factors~~difficult ~~could~~for ~~materially~~us ~~adversely~~to ~~affect~~satisfy our ~~business,~~obligations ~~results~~with ofrespect ~~operations, cash flows and financial condition. Furthermore, our interest expense could increase if interest rates increase. If we do not have sufficient earnings~~ to ~~service~~ our ~~debt~~indebtedness, weand ~~may be~~any ~~required~~failure to ~~refinance~~comply ~~all~~with orthe ~~part~~obligations of ~~our~~any ~~existing~~of our debt, ~~sell assets~~instruments, ~~borrow~~including ~~more~~financial ~~money~~and orother ~~sell~~restrictive ~~securities~~covenants, ~~none~~could ofresult ~~which~~in ~~we can~~an ~~guarantee~~event weof ~~will~~default beunder ~~able~~agreements togoverning ~~do.~~our indebtedness;

13· require us to dedicate a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes;

In· ~~addition,~~limit we may be able to incur significant additional indebtedness in the future. For example, we may seek to obtain additional loans under another secured credit facility, or a new term facility, or other form of senior or junior debt financing. Current and potential future debt financings may contain restrictions on the incurrence of additional indebtedness and those restrictions may be subject to a number of important qualifications and exceptions, and under certain circumstances, the indebtedness incurred in compliance with those restrictions could be substantial. Restrictive covenants in our ~~debt~~flexibility ~~instruments, current and~~ in ~~the~~planning ~~future,~~for ~~may restrict our current~~ and ~~future~~reacting ~~operations, particularly our ability~~ to ~~respond to~~ changes in our business orand ~~to take certain actions. Failure to comply with these covenants may result~~ in the ~~acceleration~~industries ofin ~~our~~which ~~indebtedness. To the extent~~ we ~~incur additional indebtedness, the risks described above will increase.~~operate;

~~To service~~· ~~our~~make ~~indebtedness,~~us wemore ~~will~~vulnerable ~~require a significant amount of cash. Our ability~~ to ~~generate~~adverse ~~cash~~changes ~~depends~~in ongeneral ~~many factors beyond our control~~economic, industry and ~~any~~competitive ~~failure~~conditions toand ~~meet~~adverse ~~our~~changes ~~debt~~in ~~service~~government ~~obligations could harm our business, results of operations, cash flows and financial condition.~~regulation;

~~Our~~· ~~ability~~limit ~~to make~~our ~~required~~ability ~~interest payments and payments with respect~~ to ~~the~~borrow ~~principal~~additional ~~amount~~amounts offor ~~our~~working ~~debt~~capital, ~~obligations~~capital ~~primarily depends upon our future operating performance. As a result~~expenditures, ~~prevailing economic conditions and financial~~acquisitions, ~~business~~debt ~~and~~service ~~other factors~~requirements, ~~many~~execution of ~~which~~ ~~are beyond~~ our ~~control,~~business ~~will~~strategy ~~affect our ability to make these payments. Economic weakness~~ and ~~uncertainty,~~other ~~including~~purposes; ~~decreases in spending by or changes in buying habits of the customers we serve, may significantly impact our ability to generate funds from operation.~~and

If· weplace dous ~~not~~at ~~generate sufficient~~a ~~cash~~disadvantage ~~flow~~compared ~~from operations~~ to ~~satisfy~~ our ~~debt~~competitors ~~service~~who ~~obligations, we may~~ have to undertake alternative financing plans, such as refinancing our indebtedness, selling assets, reducing or delaying capital investments or seeking to raise additional capital. Our ability to refinance our debt or undertake alternative financing plans will depend on the credit markets and our financial condition at such time. Any refinancing of our debt could be on less ~~favorable terms, including being subject to higher interest rates. In addition, the terms of our existing or future~~ debt ~~instruments may restrict certain of our alternatives~~. Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance our obligations on commercially reasonable terms, would have an adverse effect, which could be material, on our business, results of operations, cash flows and financial condition, as well as on our ability to satisfy our obligations in respect of our indebtedness.

~~RISKS RELATING TO OUR COMMON SHARES~~12

~~Our~~Additionally, ~~stock~~our credit facility currently restricts our ability to incur any additional indebtedness or repay existing indebtedness prior to repayment of the credit facility and is also secured against substantially all of our assets. Any of the above listed ~~but~~factors ~~not~~could materially ~~heavily~~adversely ~~traded~~affect our business, results of operations, cash flows and ~~therefore~~financial condition. Furthermore, ~~your~~our ~~investment~~interest expense could increase if interest rates increase. If we do not have sufficient earnings to service our debt, we may ~~remain~~be ~~illiquid~~required to refinance all or part of our existing debt, sell assets, borrow more money or sell securities, all subject to our currently outstanding agreements, none of which we can guarantee we will be able to do.

~~Our~~In ~~stock~~addition, iswe may incur significant additional indebtedness in the future, subject to our currently outstanding credit facility. For example, ~~listed~~we onmay ~~the~~seek ~~Over-the-Counter~~to ~~Bulletin~~obtain ~~Board~~additional loans under ~~the~~another ~~symbol~~secured ~~MDLN~~credit facility, or a new term facility, or other form of senior or junior debt financing. InCurrent and potential future debt financings may contain restrictions on the ~~event~~incurrence of additional indebtedness and those restrictions may be subject to a ~~robust~~number ~~trading~~of ~~market~~important isqualifications ~~not~~and ~~established~~exceptions, ~~for~~and under certain circumstances, the indebtedness incurred in compliance with those restrictions could be substantial. Restrictive covenants in our ~~stock~~debt instruments, current ~~shares~~and in the future, may restrict our current and future operations, particularly our ability to respond to changes in our business or to take certain actions. Failure to comply with these covenants may result in the acceleration of our ~~common~~indebtedness. To ~~stock~~the ~~will~~extent ~~remain~~we ~~relatively~~incur ~~illiquid~~additional indebtedness; the risks described above will increase.

To service our indebtedness, we will require a significant amount of cash. Our ~~share~~ability ~~price~~to ~~and~~generate ~~volumes~~cash ~~may~~depends beon many factors beyond our ~~volatile~~control, and ~~may~~any ~~fluctuate~~failure ~~substantially~~to meet our debt service obligations could harm our business, results of operations, cash flows and financial condition.

~~The~~Our ~~market~~ability ~~price~~to make required interest payments and ~~liquidity~~payments ofwith ~~the~~respect ~~market~~to ~~for~~the ~~shares~~principal amount of our ~~common~~debt ~~stock~~obligations ~~may~~primarily bedepends ~~significantly~~upon our ~~affected~~future byoperating ~~numerous~~performance. As a result, prevailing economic conditions and financial, business and other factors, ~~some~~many of which are beyond our control, will affect our ability to make these payments. Economic weakness and ~~may~~uncertainty, ~~not~~including bedecreases in ~~directly~~spending ~~related~~by toor changes in buying habits of the customers we serve, may significantly impact our ~~operating~~ability ~~performance.~~to ~~These~~generate ~~factors~~funds ~~include:~~from operation.

·If ~~price~~we ~~and~~do ~~volume~~not ~~fluctuations~~generate sufficient incash flow from operations to satisfy our debt service obligations, we may have to undertake alternative financing plans, such as refinancing our indebtedness, selling assets, reducing or delaying capital investments or seeking to raise additional capital. Our ability to refinance our debt or undertake alternative financing plans will depend on the ~~overall~~credit ~~stock~~markets ~~market~~and ~~from~~our financial condition at such time. Any refinancing of our debt could be on less favorable terms, including being subject to ~~time;~~higher interest rates. In addition, the terms of our existing or future debt instruments may restrict certain of our alternatives. Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance our obligations on commercially reasonable terms, would have an adverse effect, which could be material, on our business, results of operations, cash flows and financial condition, as well as on our ability to satisfy our obligations in respect of our indebtedness.

·RISKS ~~significant~~RELATING TO ~~volatility~~OUR inCOMMON ~~the market price and trading volume of securities of other companies in our sector and those in the retail industry, which are not necessarily related to the operating performance of these companies;~~STOCK

·Our ~~our~~Common Stock ~~inability~~is tolisted ~~deploy~~but ornot ~~invest~~heavily ~~our capital;~~traded.

·Our ~~fluctuations~~Common inStock is ~~interest~~currently ~~rates;~~listed on the OTC-QB under the symbol MDLN. Currently these is no active trading of our Common Stock. As a result, our Common Stock is relatively illiquid.

·Our ~~any~~share price ~~shortfall~~and involumes ~~revenue~~may orbe ~~net~~volatile ~~income~~and ormay ~~any~~fluctuate ~~increase in losses from levels expected by investors or securities analysts;~~substantially.

·The ~~operating~~market ~~performance~~price and liquidity of ~~companies~~the ~~comparable~~market for shares of our Common Stock may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to ~~us;~~our operating performance. These factors include:

· ~~changes~~price and volume fluctuations in ~~regulatory~~the ~~policies~~overall orstock ~~tax~~market ~~rules~~from time to time;

· ~~changes~~significant volatility in ~~earnings~~the ormarket ~~variations~~price and trading volume of securities of other companies in our sector and those in the retail industry, which are not necessarily related to the operating ~~results~~performance of these companies;

· ~~fluctuations~~our ininability ~~the~~to ~~value~~deploy ofor ~~raw~~invest ~~materials,~~our ~~particular diamonds and precious metals~~capital;

· ~~general~~fluctuations ~~economic~~in ~~conditions~~interest ~~and trends~~rates; ~~and~~

· ~~departure~~any ofshortfall ~~key~~in ~~personnel.~~revenue or net income or any increase in losses from levels expected by investors or securities analysts;

14· operating performance of companies comparable to us;

~~We may,~~· inchanges ~~the future, issue additional common shares, which would reduce investors' ownership percentage~~ in ~~the~~regulatory ~~company,~~policies ~~and~~or ~~may dilute~~tax ~~our share value.~~rules;

~~Our~~· ~~Articles~~changes ~~of Incorporation authorize the issuance of 50,000,000 shares of Common Stock. The future issuance of Common Stock may result~~ in ~~substantial dilution~~earnings inor ~~the~~variations ~~percentage of our Common Stock held by our then-existing shareholders. We may value any Common Stock issued~~ in ~~the~~ ~~future~~operating on an arbitrary basis. The issuance of Common Stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our Common Stock.results;

~~Penny stock~~· ~~regulation.~~fluctuations in the value of raw materials, particular diamonds and precious metals;

~~The~~· ~~Company's Common~~general ~~Stock~~economic ~~may~~conditions be deemed a penny stock. Penny stocks generally are equity securities with a price of less than $5.00 per share other than securities registered on certain national securities exchanges or quoted on the Nasdaq Stock Market, provided that current price and ~~volume~~trends; information with respect to transactions in such securities is provided by the exchange or system. The Company's securities may be subject to "penny stock rules" that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the "penny stock rules" require the delivery, prior to the transaction, of a disclosure schedule prescribed by the Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. Consequently, the "penny stock rules" may restrict the ability of broker-dealers to sell the Company's securities. The foregoing required penny stock restrictions will not apply to the Company's securities if such securities maintain a market price of $5.00 or greater. There can be no assurance that the price of the Company's securities will reach or maintain such a level.

~~Because we~~· dodeparture ~~not~~of ~~intend~~key ~~to pay any cash dividends on our common stock, our shareholders will not be able to receive a return on their shares unless they sell them~~personnel.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our Common Stock in the foreseeable future. Unless we pay dividends, our shareholders will not be able to receive a return on their shares unless they sell them. There is no assurance that shareholders will be able to sell shares when desired.13

~~Because~~We may, wein ~~are~~the ~~not~~future, ~~subject~~issue toadditional ~~compliance~~shares ~~with rules requiring the adoption~~ of ~~certain~~Common ~~corporate governance measures~~Stock, ~~our~~which ~~shareholders~~would ~~have limited~~reduce ~~protection~~investors' ~~against~~ownership ~~interested~~percentage ~~director~~in ~~transactions~~the Company, ~~conflicts~~and may ofdilute ~~interest~~our ~~and~~share ~~similar matters~~value.

~~The~~Our ~~Company does~~Certificate ~~not~~of ~~currently~~Incorporation, ~~have~~as ~~independent~~amended, ~~audit~~authorizes orthe ~~compensation~~issuance ~~committees.~~of As50,000,000 ashares ~~result,~~of ~~our~~Common ~~directors~~Stock. ~~have~~The ~~the~~future ~~ability,~~issuance ~~among~~of ~~other~~Common ~~things,~~Stock tomay ~~determine~~result ~~their~~in ~~own~~substantial ~~level~~dilution ofin ~~compensation.~~the ~~The~~percentage ~~Company~~of ~~intends~~our toCommon ~~comply~~Stock ~~with~~held ~~all~~by ~~corporate~~our ~~governance~~then-existing ~~measures~~shareholders. ~~relating~~We ~~to director~~may ~~independence~~value asany Common ~~and~~Stock ~~when~~issued ~~required.~~in ~~Until~~ the ~~Company~~future ~~complies~~on ~~with~~an ~~such~~arbitrary ~~corporate~~basis. ~~governance~~The ~~measures,~~issuance ~~regardless~~ of ~~whether such~~Common ~~compliance~~Stock isfor ~~required,~~future ~~the~~services ~~absence~~or ofacquisitions ~~such~~or ~~standards of~~ other corporate ~~governance~~actions may ~~leave~~have the ~~Company’s~~effect ~~shareholders~~of ~~without protections~~diluting ~~against~~the ~~interested~~value ~~director~~of ~~transactions~~the orshares ~~conflicts~~held ofby ~~interest.~~our ~~As a result~~investors, ~~investors~~and ~~may~~might behave ~~reluctant~~an toadverse ~~provide~~effect ~~the~~on ~~Company~~any ~~with~~trading ~~funds~~market ~~necessary~~for toour ~~expand~~Common ~~its operations~~Stock.

15Penny stock regulation.

~~Compliance~~The Company's Common Stock and its Preferred Stock may be deemed a penny stock. Penny stocks generally are equity securities with ~~changing~~a ~~regulation~~price of less ~~corporate~~than ~~governance~~$5.00 per share other than securities registered on certain national securities exchanges or quoted on the Nasdaq Stock Market, provided that current price and ~~public~~volume ~~disclosure~~information ~~practices,~~with asrespect ~~well~~to astransactions ~~management~~in such securities is provided by the exchange or system. The Company's ~~relative~~securities ~~inexperience~~may ~~with~~be subject to "penny stock rules" that impose additional sales practice requirements on broker-dealers who sell such ~~regulations~~securities ~~will~~to ~~result~~persons other than established customers and accredited investors (generally those with assets in ~~additional~~excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse). For transactions ~~expenses~~covered by these rules, the broker-dealer must make a special suitability determination for the ~~company~~purchase of such securities and have ~~creates~~received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a ~~risk~~penny stock, unless exempt, the "penny stock rules" require the delivery, prior to the transaction, of ~~non~~a disclosure schedule prescribed by the Commission relating to the penny stock market. The broker-~~compliance~~dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. Consequently, the "penny stock rules" may restrict the ability of broker-dealers to sell the Company's securities. The foregoing required penny stock restrictions will not apply to the Company's securities if such securities maintain a market price of $5.00 or greater. There can be no assurance that the price of the Company's securities will reach or maintain such a level.

~~Changing laws,~~Because ~~regulations~~we ~~and~~are ~~standards~~not ~~relating~~subject to ~~corporate~~compliance ~~governance~~with ~~and~~rules ~~public~~requiring ~~disclosure, including~~ the ~~Sarbanes-Oxley~~adoption ~~Act~~ of ~~2002~~certain ~~(the "Sarbanes-Oxley~~corporate ~~Act")~~governance ~~and related SEC regulations~~measures, ~~have~~our ~~created~~shareholders ~~uncertainty for public companies and~~ have ~~significantly~~ ~~increased~~limited ~~the~~protection ~~costs~~against ~~and~~interested ~~risks~~director associated with accessing the public markets and with public reporting. The Company’s management team will need to invest significant management time and financial resources to comply with both existing and evolving standards for public companies in these areastransactions, ~~which~~conflicts ~~will lead to increased general and administrative expenses and a diversion~~ of ~~management time~~interest and ~~attention~~similar ~~away from revenue generating activities and toward compliance activities~~matters. While our Chief Executive Officer, Michael Wirth, has experience in this area, other members of managements’ relative inexperience with respect to these regulated areas may cause us to fall out of compliance with applicable regulatory requirements, which in turn could lead to enforcement action against us and have a resulting negative impact on our stock price.

~~Item~~The 1bCompany does not currently have independent audit or compensation committee. ~~Unresolved~~As ~~Staff~~a ~~Comments~~result, our directors have the ability, among other things, to determine their own level of compensation. The Company intends to comply with all corporate governance measures relating to director independence as and when required. Until the Company complies with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave the Company’s shareholders without protections against interested director transactions or conflicts of interest. As a result, investors may be reluctant to provide the Company with funds necessary to expand its operations.

~~The~~Compliance with ~~Company~~changing ~~has~~regulation noof ~~unresolved~~corporate ~~written~~governance ~~comments from~~and ~~the~~public ~~staff~~disclosure ofpractices, ~~the~~as ~~SEC~~well ~~regarding~~as ~~its~~management's ~~periodic~~relative orinexperience with ~~current~~such ~~reports~~regulations ~~under~~will result in additional expenses for the ~~Exchange~~Company ~~Act~~and creates a risk of non-compliance.

~~Item~~Changing 2laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and related SEC regulations, have created uncertainty for public companies and have significantly increased the costs and risks associated with accessing the public markets and with public reporting. ~~Properties~~The Company’s management team will need to invest significant management time and financial resources to comply with both existing and evolving standards for public companies in these areas, which will lead to increased general and administrative expenses and a diversion of management time and attention away from revenue generating activities and toward compliance activities. While our Chief Executive Officer, Michael Wirth, has experience in this area, other members of managements’ relative inexperience with respect to these regulated areas may cause us to fall out of compliance with applicable regulatory requirements, which in turn could lead to enforcement action against us and have a resulting negative impact on our stock price.

~~Our~~Item ~~corporate headquarters are located at: 64 West 48th Street, Suite 1107, New York, New York 10036~~1b. WeUnresolved ~~currently~~Staff lease this space, on a month-to-month arrangement, from Ocappi Inc., a company affiliated with our President, Yitzchok Gurary. We do not own any real property. Management believes that its current facilities are adequate for its needs through the next twelve months, and that, should it be needed, suitable additional space will be available to accommodate expansion of the Company's operations on commercially reasonable terms, although there can be no assurance in this regard.Comments

~~Item~~The 3.Company ~~Legal~~has ~~Proceedings~~no unresolved written comments from the staff of the SEC regarding its periodic or current reports under the Exchange Act.

~~There~~Item ~~are no material legal proceedings to which we are a party, other than ordinary routine litigation incidental to our business~~2. Properties

~~Item~~Our 4corporate headquarters are located at: 64 West 48th Street, Suite 1107, New York, New York 10036. ~~Mine~~We ~~Safety~~currently ~~Disclosures~~lease this space, on a month-to-month arrangement, from Ocappi Inc., a company affiliated with our President, Yitzchok Gurary. We do not own any real property. Management believes that its current facilities are adequate for its needs through the next twelve months, and that, should it be needed, suitable additional space will be available to accommodate expansion of the Company's operations on commercially reasonable terms, although there can be no assurance in this regard.

~~Not Applicable.~~14

16Item 3. Legal Proceedings

~~PART~~In IIthe normal course of business we may be involved in legal proceedings, such as when we pursue past due accounts. We are not aware of any material pending or threatened legal proceedings that involve us.

Item 54. ~~Market~~Mine ~~for~~Safety ~~Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~Disclosures

~~Price range~~Not ~~of common stock~~Applicable.

~~The OTC-QB under the symbol “MDNL.” We became public with a registration statement effective October 4, 2013.~~15

~~Our~~PART stock is not actively traded on the OTC-QB. The following table sets forth the range of high and low closing sales prices per share of our common stock as reported on The OTC Market in respect of the periods indicated. The stock quotations are interdealer quotations and do not include markups, markdowns or commissions and may not necessarily represent actual transactions.II

	High		Low		Close
2014:
Fourth quarter	$	5.50	$	2.22	$	3.01

~~Sales~~ Price range of ~~Unregistered~~common ~~Securities~~stock

InThe ~~March~~OTC-QB ~~2013,~~under wethe ~~closed~~symbol ~~on a private offering~~“MDNL.” ofOur ~~our securities. Pursuant to this offering, we offered a minimum of 250,000 and a maximum of 750,000 shares of common~~ stock ~~at $2.00~~became ~~per~~publicly ~~share.~~traded ~~We sold 353,875 shares for a total of $707,750. Net proceeds after offering costs were $685,602. These shares were registered~~ with ~~the U.S. Securities and Exchange Commission in~~ a registration statement ~~declared~~ effective ~~by the Commission on~~ October 4, 2013. On March 3, 2014 Maiden Lane Jewelry, Ltd. closed on this offering of 353,875 shares of Common Stock offered by certain selling shareholders and, pursuant to this offering, a total of 263,200 shares were sold.

~~Holders~~Our stock is not actively traded on the OTC-QB. The following table sets forth the range of high and low closing sales prices per share of our common stock as reported on The OTC Market in respect of the periods indicated. The stock quotations are interdealer quotations and do not include markups, markdowns or commissions and may not necessarily represent actual transactions.

As of May 31, 2014, we had 10,466,250 shares of common stock outstanding held by 77 shareholders of record.

	High		Low		Close
2014:
First fiscal quarter ended August 31	$	3.01	$	3.01	$	3.01
Second fiscal quarter ended November 30	$	2.00	$	2.00	$	2.00
2015:
Third fiscal quarter ended February 28	$	2.25	$	2.25	$	2.25
Fourth fiscal quarter ended May 31	$	2.25	$	2.25	$	2.25

~~Dividends~~Sales of Unregistered Securities

WeIn ~~have~~March ~~never~~2013, ~~declared~~we orclosed ~~paid~~on ~~any~~a ~~cash~~private offering ~~dividends~~of on our ~~common stock~~securities. ~~For~~Pursuant ~~the~~to ~~foreseeable~~this ~~future~~offering, we ~~intend~~offered toa ~~retain~~minimum ~~any~~of ~~earnings~~250,000 toand ~~finance~~a ~~the~~maximum ~~development~~of ~~and~~750,000 ~~expansion~~ shares of ~~our~~common ~~business,~~stock ~~and~~at $2.00 weper doshare. ~~not~~We ~~anticipate~~sold ~~paying~~353,875 ~~any~~shares ~~cash~~for ~~dividends~~a ontotal ~~our~~of ~~common stock~~$707,750. Net ~~Any~~proceeds ~~future~~after ~~determination~~offering tocosts ~~pay~~were ~~dividends~~$685,602. These ~~will~~shares bewere atregistered with the ~~discretion~~U.S. ofSecurities and Exchange Commission in a registration statement declared effective by the ~~Board~~Commission on ofOctober ~~Directors~~4, ~~and~~2013. ~~will~~On beMarch ~~dependent~~3, ~~upon~~2014 ~~then~~Maiden ~~existing~~Lane ~~conditions~~Jewelry, ~~including~~Ltd. ~~our~~closed ~~financial condition~~on ~~and~~this ~~results~~offering of ~~operations~~353,875 ~~capital~~shares ~~requirements,~~of ~~contractual~~Common ~~restrictions,~~Stock ~~business~~offered by ~~prospects~~certain selling shareholders and, ~~other~~pursuant ~~factors~~to ~~that the~~this ~~Board~~offering, a total of ~~Directors~~263,200 ~~considers~~shares ~~relevant~~were sold.

17Holders

~~Item~~As 6.of ~~Selected~~May ~~Financial~~31, ~~Data~~2015, we had 10,494,428 shares of common stock outstanding held by 78 shareholders of record.

The Company’s selected historical financial data for fiscal year ended May 31, 2014 and the Period September 6, 2012 (Inception) to May 31, 2013 have been derived from our audited historical financial statements.Dividends

~~The~~We ~~data~~have ~~presented~~never ~~below~~declared ~~should~~or bepaid ~~read~~any cash individends ~~conjunction~~on ~~with~~our common stock. For the ~~financial~~foreseeable ~~statements~~future, ~~and~~we ~~related~~intend ~~notes~~to ~~included~~retain ~~herein~~any earnings to finance the development and ~~Part~~expansion of IIour business, ~~Item~~and 7we do not anticipate paying any cash dividends on our common stock. ~~Management’s~~Any ~~Discussion~~future determination to pay dividends will be at the discretion of the Board of Directors and ~~Analysis~~will be dependent upon then existing conditions, including our financial condition and results of ~~Financial~~operations, ~~Condition~~capital requirements, contractual restrictions, business prospects and ~~Results~~other factors that the Board of ~~Operations~~Directors considers relevant.

	Year Ended May 31, 2014			September 6, 2012 (inception) to May 31, 2013
Income Statement Data:
Net sales	$	5,409,013		$	2,100,778
Cost of goods sold		4,304,056			1,732,609
Gross profit		1,104,957			368,169
Selling, administrative and other expenses		1,467,168			255,707
Operating (loss) income		(362,211	)		112,462
Interest expense		64,489			2,080
Provision (benefit) for income taxes		(70,840	)		23,100
Net income (loss)	$	(355,860	)	$	87,282
Per Share Data:
Earnings (loss) per share - basic	$	(0.03	)	$	0.01
Earnings (loss) per share - diluted		(0.03	)		0.01
		May 31, 2014			May 31, 2013
Balance Sheet Data:
Cash and cash equivalents	$	15,269		$	39,086
Accounts receivable, net		1,594,010			752,923
Inventories		2,094,929			1,789,395
Total current assets		3,854,140			2,626,934
Total assets		3,866,191			2,639,901
Total current liabilities		3,164,167			1,792,016
Long-term debt		74,000			74,000
Total liabilities		3,238,167			1,866,016
Total stockholders’ equity		628,024			773,885
Other Data:
Gross Margin		20.4	%		17.5	%

18Item 6. Selected Financial Data

~~Item~~The ~~7. Management~~Company’s ~~Discussion~~selected ~~and~~historical financial ~~Analysis~~data ~~of Financial~~for ~~Condition~~fiscal years ended May 31, 2015 and ~~Results~~2014 ofhave ~~Operations~~been derived from our audited historical financial statements.

The ~~following~~data ~~discussion~~presented below should be read in conjunction with ~~our~~the financial statements and related notes ~~and~~included ~~other~~herein ~~financial~~and ~~information~~Part ~~appearing~~II, ~~elsewhere~~Item ~~in this annual report~~7. InManagement’s ~~addition to historical information, the following discussion~~ Discussion and ~~other~~Analysis ~~parts~~ of ~~this~~Financial ~~annual~~Condition ~~report contain forward-looking information that involves risks~~ and ~~uncertainties.~~Results ~~Our~~of ~~actual results could differ materially from those anticipated by such forward-looking information due to the factors discussed under “Item 1A~~Operations. ~~Risk Factors” and “Note About Forward-Looking Statements” appearing elsewhere in this annual report.~~

As used in this annual report, the terms “we”, “us”, “our”, “the Company” and “Maiden Lane” means Maiden Lane Jewelry, Ltd., unless otherwise indicated.

	Year Ended May 31, 2015			Year Ended May 31, 2014
Income Statement Data:
Net sales	$	8,852,807		$	5,409,013
Cost of goods sold		6,637,910			4,304,056
Gross profit		2,214,897			1,104,957
Selling, administrative and other expenses		1,962,250			1,467,168
Operating income (loss) income		252,647			(362,211	)
Interest expense		281,648			64,489
Provision (benefit) for income taxes		17,540			(70,840	)
Net income (loss)	$	(46,541	)	$	(355,860	)
Per Share Data:
Earnings (loss) per share - basic	$	(0.00	)	$	(0.03	)
Earnings (loss) per share - diluted		(0.00	)		(0.03	)

Overview

	May 31, 2015			May 31, 2014
Balance Sheet Data:
Cash and cash equivalents	$	41,731		$	15,269
Accounts receivable, net		3,991,158			1,594,010
Inventories		2,589,231			2,094,929
Total current assets		6,931,650			3,854,140
Total assets		6,980,926			3,866,191
Total current liabilities		5,201,385			3,164,167
Long-term debt		288,196			74,000
Total liabilities		6,089,579			3,238,167
Total stockholders’ equity		891,347			628,024
Other Data:
Gross Margin		25.0	%		20.4	%

We are a wholesaler and manufacturer of jewelry with sales to independent retailers. Our primary sales are complete engagement rings with a focus on bridal jewelry featuring uniquely cut stones and settings. Our plan is to expand our bridal ring sales, predominately in the new style of uniquely cut stones, which we believe are less seasonal and less subject to economic downturn. Other jewelry sales include pendants, bracelets and earrings. In connection with recent branding efforts, on May 27, 2014, we amended our certificate of incorporation to change our name from Romantique Jewelry Ltd. to Maiden Lane Jewelry, Ltd.17

WeItem ~~began~~7. ~~operations~~Management’s onDiscussion ~~October 1, 2012 by selling fashion rings, pendants, earrings~~ and ~~bracelets~~Analysis ~~to independent retailers. In December 2012, we commenced a line~~ of ~~bridal engagement~~Financial ~~rings~~Condition ~~(“engagement rings”), featuring both settings~~ and ~~diamonds.~~Results ~~Currently, most independent retailers in the jewelry industry purchase engagement rings, in two steps: purchasing the setting from one party and the stone from another. We believe that we are one~~ of ~~the few companies selling complete engagement rings which include the center diamonds to independent retailers.~~Operations

~~Beginning~~The infollowing ~~December~~discussion ~~2013,~~should webe ~~began focusing~~read ~~production~~in onconjunction ~~bridal~~with ~~jewelry~~our ~~featuring~~financial ~~uniquely~~statements ~~cut diamonds that utilize an advance cutting technique that visually~~ and ~~physically increases~~related ~~the~~notes ~~crown size (the top~~ and ~~most~~other ~~visible~~financial ~~part~~information ofappearing ~~the~~elsewhere ~~diamond)~~in ofthis ~~similarly weighted diamonds by at least 25%~~annual report. ~~Given production~~In ~~lead~~addition ~~times~~to ~~for~~historical ~~this new design~~information, ~~our~~the ~~first~~following ~~sales~~discussion ofand ~~this~~other ~~line~~parts of ~~bridal~~this ~~jewelry~~annual ~~began~~report incontain ~~the~~forward-looking information ~~last~~that ~~two~~involves ~~weeks~~risks ofand ~~February 2014~~uncertainties. ~~Because~~Our ~~this~~actual ~~unique~~results ~~cutting~~could ~~technique~~differ ~~significantly~~materially ~~increases~~from ~~the~~those ~~crown~~anticipated ~~size~~by ofsuch ~~the diamond while decreasing the pavilion~~forward-looking ~~(bottom~~information ~~end~~due ~~below~~to the ~~crown)~~factors ofdiscussed ~~the~~under ~~stone~~“Item ~~which is usually not seen, our diamonds appear to be much larger than typically cut diamonds of the same weight~~1A. InRisk ~~addition,~~Factors” ~~because~~and ~~our~~“Note ~~company~~About ~~creates~~Forward-Looking ~~each ring based on a specific diamond, as each stone’s measurements~~Statements” ~~and~~appearing ~~appearance~~elsewhere isin ~~unique,~~this weannual ~~are able to design rings which accentuate a diamond’s brilliance and other positive attributes~~report.

As ~~part~~used ofin ~~a major sales roll-out for~~ this ~~new~~ ~~product~~annual ~~during our upcoming fiscal year~~report, ~~in May of 2014, we branded and began marketing such uniquely cut diamonds as~~ the ~~AspiriTM~~terms (“~~Aspiri~~we”~~) cut diamond. Our plan is to expand our bridal sales~~, ~~predominately in the new style of uniquely cut stones~~“us”, ~~which~~ ~~we believe are less seasonal and less subject to economic downturn. In addition~~“our”, ~~in June 2014, we began to broaden~~ “the ~~collection of~~Company” ~~Aspiri product to include pendants~~ and ~~earrings.~~“Maiden WeLane” ~~believe~~means ~~that~~Maiden ~~there are competitive barriers to entry for the Aspiri product,~~Lane ~~including the sourcing of rough diamonds~~Jewelry, ~~cutting technique and limitations on mass production (as each stone is unique as well as the engagement ring mountings)~~Ltd. ~~The creation of an Aspiri cut diamond does not lend itself to mass production whereby approximately 92% of diamonds are cut and polished by lower cost~~, ~~high~~unless ~~volume~~otherwise ~~Asian and Russian crafters which rely primarily on the manufacture of similar and common cuts rather than the careful evaluation and cutting tailored to the unique attributes of each stone~~indicated. Instead, the rough for each diamond is carefully evaluated and uniquely cut whereby the dimensions, faceting and other factors are taken into consideration to maximize the face coverage of the diamond while maintaining its brilliance.

Our Aspiri cut engagement rings, including both stone and setting, and, using our managements’ experience in the jewelry industry, create rings that show the stone’s to their best advantage, i.e. accentuating their brilliance and hiding their imperfections. To maintain high quality standards, our manufacturing of the ring mountings and setting of stones, to date, is done in the United States. We believe that our new line of bridal jewelry featuring uniquely cut stones will appeal to both retailers and customers due to their perceived size, quality, cost and value.Overview

19We are a wholesaler and manufacturer of jewelry with sales to independent jewelry retailers. Currently, our primary sales are complete engagement rings with a focus on bridal jewelry featuring uniquely cut stones and settings. Our complete engagement rings include both stone and setting and, using our managements’ experience in the jewelry industry, we create rings that show the stones to their best advantage. In addition, we also sell pendants and earrings that complement the designs and stones of our engagement ring jewelry.

~~Currently,~~We ~~warehouse~~were ~~discounters and~~incorporated ~~chain~~on ~~stores~~September ~~such as Wal-Mart~~6, ~~Costco~~2012, under ~~Zales~~the ~~and~~laws ~~Kay~~of ~~Jewelers sell complete products to customers, while~~ the ~~vast majority~~state of ~~small~~New ~~retailers~~York ~~sell center stones and settings~~ as ~~separate~~Ramantique ~~items~~Jewelry toLtd. beOn ~~paired~~October ~~for~~3, ~~final sale. Since December~~ 2012, we ~~have~~amended ~~focused~~ our ~~business~~certificate onof ~~selling~~incorporation to ~~complete~~change ~~bridal~~our ~~rings~~name ~~(stone and setting)~~ to ~~independent~~Romantique ~~retailers~~Jewelry Ltd., and ~~with~~on ~~the addition~~December of3, ~~our Aspiri line~~2012, we ~~believe~~amended ~~that~~our ~~Maiden~~certificate ~~Lane’s~~of ~~business~~incorporation ~~model~~to ~~changes~~change ~~the paradigm and allows independent~~our ~~retailers~~name ~~the opportunity~~ to ~~compete~~Romantique ~~with larger retail jewelers~~Ltd. WeIn ~~believe~~connection ~~that~~with ~~providing~~recent ~~independent~~branding ~~jewelers~~efforts, aon ~~complete ring~~May ~~allows~~27, ~~such~~2014, ~~jewelers~~we toamended ~~increase~~our ~~their~~certificate ~~profit margins by providing efficiencies in the supply chain (fewer middlemen) and timing~~ of ~~manufacture and delivery of a fully finished product. In addition, providing jewelers with both center stone~~incorporation ~~and setting allows us~~ to ~~maintain~~change ~~control~~our ofname ~~both the design and manufacturing process – leading~~ to aMaiden ~~maximally designed~~Lane Jewelry, ~~high quality engagement ring accentuating the best attributes of both stone and setting~~Ltd.

~~Maiden~~We ~~Lane~~began ~~markets~~operations ~~its~~on ~~line~~October of1, ~~engagement~~2012 by selling fashion rings, pendants, earrings and bracelets to independent ~~jewelers~~retailers. ~~Our~~In ~~target~~December ~~market~~2012, iswe ~~jewelers~~commenced ~~with~~a ~~between~~line ~~$750~~of generic bridal engagement rings (“engagement rings”),~~000~~ featuring both settings and $5diamonds. Currently,~~000,000~~ most independent retailers in ~~annual~~the ~~sales.~~jewelry Weindustry ~~offer~~purchase engagement rings ~~that~~in ~~will~~two ~~generally~~steps: ~~retail~~they ~~between~~purchase ~~$5,000~~the ~~and~~setting ~~$10,000.~~from Weone ~~believe~~party ~~that~~and bythe ~~selling~~stone ~~Aspiri~~from ~~cut~~another. We ~~diamond~~believe ~~rings,~~that ~~independent~~we ~~jewelers will~~are beone ~~able~~of tothe ~~compete~~few ~~with~~companies ~~jewelry~~selling ~~chain~~complete ~~stores~~engagement rings which ~~sell~~include ~~rings~~the incenter ~~this~~diamonds ~~price~~to ~~range~~independent retailers.

~~Emerging~~Beginning ~~Growth~~in December 2013, we began focusing production on bridal jewelry featuring uniquely cut diamonds that utilize an advanced cutting technique that visually and physically increases the crown size (the top and most visible part of the diamond) of a similarly weighted diamond by at least 25%. We call this increased look of the crown size “coverage” or what we call C5 TM – the fifth “C” – an additional “C” after the traditional “4Cs” of carat weight, color, clarity and cut. Given production lead times for this new design, our first sales of this line of bridal jewelry began in the last two weeks of February 2014. Because this unique cutting technique significantly increases the crown size of the diamond while decreasing the pavilion (bottom end below the crown) of the stone which is usually not seen, our diamonds appear to be much larger than typically cut diamonds of the same weight. In addition, because our Company creates each ring based on a specific diamond, as each stone’s measurements and appearance is unique, we are able to design rings which accentuate a diamond’s brilliance and other positive attributes.

WeAs ~~are~~part anof ~~“emerging~~a ~~growth~~major ~~company” under~~sales ~~the~~roll-out ~~federal~~for ~~securities~~this new ~~laws~~product, ~~and~~we ~~will~~branded beand ~~subject~~began tomarketing ~~reduced~~such ~~public~~uniquely ~~company~~cut ~~reporting~~diamonds ~~requirements.~~as ~~In addition, Section 107 of~~ the ~~Jumpstart Our Business Startups Act~~ AspiriTM (“~~JOBS Act~~Aspiri”) ~~also~~cut ~~provides~~diamond ~~that an “emerging growth company” can take advantage of the extended transition period provided~~ in ~~Section~~May ~~7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards~~2014. In ~~other words~~addition, anin ~~“emerging~~July ~~growth~~2014 ~~company”~~we ~~can~~began ~~delay~~to broaden the ~~adoption~~collection of ~~certain~~Aspiri ~~accounting~~products ~~standards~~by ~~until~~producing ~~those~~pendants ~~standards~~and ~~would~~earrings; ~~otherwise~~given ~~apply~~production tolead ~~private~~times ~~companies.~~for Wethese ~~are~~products ~~choosing~~and tostyles, ~~take~~our ~~advantage~~first ofsignificant ~~the~~sales ~~extended~~of ~~transition~~this ~~period~~product ~~for~~expansion ~~complying~~occurred ~~with~~in ~~new~~November ~~or revised accounting standards~~2014.

We ~~will~~believe ~~remain~~that anthere ~~“emerging~~are ~~growth~~competitive barriers ~~company”~~to entry for upour toAspiri ~~five~~products, ~~years~~including ~~although~~the wesourcing ~~will~~of ~~lose~~rough ~~that~~diamonds, ~~status~~cutting ~~sooner~~technique ifand ~~our~~limitations ~~revenues~~on ~~exceed~~mass $1production as ~~billion~~each stone is unique as well as the engagement ring mountings. The creation of an Aspiri cut diamond does not lend itself to mass production whereby approximately 92% of diamonds are cut and polished by lower cost, ifhigh wevolume ~~issue~~Asian ~~more~~and Russian cutters which rely primarily on the manufacture of similar and common cuts rather than $1the ~~billion~~careful inevaluation ~~non-convertible~~and ~~debt~~cutting intailored ato ~~three~~the unique ~~year~~attributes ~~period~~of each stone.5 Instead, orthe ifrough for each diamond is carefully evaluated and uniquely cut whereby the ~~market~~dimensions, ~~value~~faceting and other factors are taken into consideration to maximize the face coverage of the diamond while maintaining its brilliance. Similarly, our ~~common~~ring ~~stock~~and ~~that~~jewelry ismountings ~~held~~are bynot mass ~~non~~produced. Instead of a one-~~affiliates exceeds~~size ~~$700~~fits ~~million~~many asapproach ofand ~~any~~because ~~June~~each 30Aspiri stone is unique, our mountings are custom designed around the stone.

ToOur ~~the~~Aspiri ~~extent~~cut ~~that~~engagement werings, ~~continue to qualify~~including asboth astone ~~“smaller~~and ~~reporting company”~~setting, asshow ~~such term is defined in Rule 12b-2 under~~ the ~~Securities~~center ~~Exchange~~Aspiri ~~Act~~diamond ~~of 1934, after we cease~~ to ~~qualify~~its asbest ~~an emerging growth company~~advantage, ~~certain~~i.e. ofaccentuating ~~the~~its ~~exemptions~~brilliance ~~available~~and tohiding usits ~~as an emerging growth company~~imperfections. ~~may~~To ~~continue~~maintain tohigh bequality ~~available~~standards, toour usmanufacturing asof athe ~~smaller~~ring ~~reporting~~mountings ~~company,~~and ~~including:~~setting ~~(1)~~of ~~not~~stones ~~being~~is ~~required~~done toin ~~comply with~~ the ~~auditor~~United States. ~~attestation~~We ~~requirements~~believe ofthat ~~Section~~our ~~404(b)~~line of ~~the~~Aspiri ~~Sarbanes~~bridal, ~~Oxley~~pendant ~~Act;~~and ~~(2)~~earring ~~scaled~~jewelry ~~executive~~will ~~compensation~~appeal ~~disclosures; and (3) the requirement~~ to ~~provide~~both ~~only~~retailers ~~two~~and ~~years~~customers ofdue ~~audited~~to ~~financial~~their perceived ~~statements~~size, ~~instead~~quality, ofcost ~~three~~and ~~years~~value.

~~Critical~~Our ~~Accounting~~sales ~~Policies~~are ~~and~~comprised of primarily three ~~Estimates~~major products: Aspiri Cut Rings, Complete Rings and Fashion Jewelry. We may also on occasion sell loose stone inventory.

~~The~~A ~~condensed financial~~breakdown ~~statements are~~of ~~prepared~~gross insales ~~accordance~~for ~~with accounting principles generally accepted in~~ the ~~United States, which require us to make estimates~~three ~~and~~months ~~assumptions that affect the reported amounts of assets~~ and ~~liabilities~~year ~~and~~ended ~~disclosure~~May of31, ~~contingent~~2015 ~~assets~~ and ~~liabilities at~~2014, the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.respectively:

~~Recent~~5 MSNBC: ~~Accounting~~“A ~~Pronouncements~~Diamond’s Journey: On the Cutting Edge”; Indian Mirror

~~See Note 2 to the financial statements included in this annual report, for a description of recent accounting pronouncements.~~18

Inventory

~~Raw~~In ~~materials~~February ~~are~~2014 ~~stated~~we atbegan the ~~lower~~sale of Aspiri ~~cost~~bridal orengagement ~~market,~~rings. ~~with~~The ~~cost~~first ~~determined~~full byquarter ~~specific~~of ~~identification~~Aspiri ~~for~~sales ~~unique~~occurred ~~items~~during ~~(such~~the asthree ~~diamond~~months ~~stones~~ended May 31, ~~each~~2104; ~~with~~at athis ~~particular~~initial ~~carat~~roll-out ~~weight,~~of ~~color~~the Aspiri product line, ~~clarity~~there ~~and~~was ~~cut)~~less ~~and~~of ~~using~~a focus on the ~~first-in,~~sales ~~first~~of non-~~out~~Aspiri ~~method~~products. ~~for~~At ~~generic~~the ~~items~~end orof ~~styles~~February ~~(certain semi-mounts~~2015, ~~and~~we decided to phase out our line of fashion jewelry). ~~Finished~~in ~~goods~~order ~~which~~to wefocus ~~fabricate~~on ~~are~~its ~~stated~~Aspiri atcut ~~the~~diamond ~~lower~~engagement ofrings, ~~cost~~pendants orand jewelry. ~~market~~The three months and year ended May 31, ~~with~~2015 ~~cost~~and ~~determined~~2014 byhad ~~specific identification~~returns ~~for~~of ~~each~~Complete ~~component~~Rings ~~making~~that upwere ~~the~~not ~~item~~Aspiri ~~plus~~cut ~~direct~~rings ~~labor~~as some ~~and~~customers ~~other~~substituted ~~fees~~such ~~(primarily~~rings ~~diamond~~for ~~certification)~~Aspiri Cut Rings.

20We expanded our Aspiri cut diamond line in November 2014 to include pendants and earrings. A breakdown of Aspiri jewelry to gross sales for the three months and year ended May 31, 2015 and 2014, respectively:

At May 31, 2014 and 2013, inventories consist of the components:

	Year Ended May 31,
	2015			2014
	(unaudited)			(unaudited)

Aspiri Engagement Rings		43	%		14	%
Aspiri Engagement Pendants		2			0
Aspiri Engagement Earrings		1			0

	May 31, 2014		May 31, 2013
Raw Materials	$	257,598	$	1,508,981
Finished Goods		1,837,331		280,413
Total Inventory	$	2,094,929	$	1,789,394

Our sales are comprised of primarily three major products: Aspiri Cut Rings, Complete Rings and Fashion Jewelry. We may also on occasion sell loose stone inventory.

AtWe currently purchase the diamonds we use in our jewelry from a select diamond cutter contractor and we purchase the bridal jewelry, exclusive of the center diamond, from Classique Creations LLC, (“Classique”) a jewelry manufacturer owned 98% by the mother of our President, Mr. Yitzchok Gurary (and wife of Mordechai Gurary, our Director of Sales), and 2% by Mr. Gurary’s brother, Chaim Gurary, a shareholder of the Company (and son of Mordechai Gurary). For the years ended May 31, ~~2014~~2015 and ~~2013~~2014, ~~inventories~~we ~~consist~~purchased, in dollar terms, approximately 41% and 63%, respectively, of our merchandise from Classique, the ~~product~~sole provider of our semi-mounts. In addition, purchases from ~~mix:~~another vendor amounted to approximately 53% of total purchases during the year ended May 31, 2015.

	May 31, 2014			May 31, 2013
Aspiri Cut Diamond Jewelry		19	%		—	%
Other Engagement Rings (not Aspiri)		71			100
Fashion Jewelry		6			—
Other		4			—
Total Inventory		100	%		100	%

Our corporate website is located at www.maidenlaneltd.com.

WeEmerging ~~recently~~Growth began to focus our production and sales efforts on Aspiri cut diamond jewelry product line. As a result, non-Aspiri products will be reduced over time as to both a percentage of production, inventory and sales.Company

~~Inventories~~We are ~~pledged~~an as“emerging ~~security~~growth ~~for~~company” under the ~~Company’s Accounts~~federal ~~Receivable~~securities ~~Financing~~laws ~~Agreement (see~~and ~~Note~~will 8be subject to reduced public company reporting requirements. In addition, Section 107 of the ~~financial~~Jumpstart ~~statements~~Our Business Startups Act (“JOBS Act”) also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

~~Revenue~~We ~~Recognition~~will remain an “emerging growth company” for up to five years although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30.

~~For~~To ~~revenue from product sales,~~ the ~~Company recognizes~~extent ~~revenue~~that inwe ~~accordance~~continue ~~with~~to ~~Staff~~qualify as ~~Accounting~~a ~~Bulletin No. 104,~~ “~~Revenue~~smaller ~~Recognition”~~reporting ~~(SAB No. 104)~~company”, ~~which superseded~~as ~~Staff~~such ~~Accounting~~term ~~Bulletin~~is ~~No.~~defined ~~101, “Revenue Recognition~~ in ~~Financial~~Rule ~~Statements”~~12b-2 ~~(SAB~~under ~~No.~~the ~~101). SAB No.~~Securities ~~104~~Exchange ~~requires~~Act ~~that~~of ~~four~~1934, after ~~basic~~we ~~criteria~~cease ~~must~~to bequalify ~~met~~as ~~before~~an ~~revenue~~emerging ~~can~~growth becompany, ~~recognized:~~certain ~~(1) persuasive evidence~~ of anthe ~~arrangement exists;~~exemptions ~~(2)~~available ~~delivery~~to ~~has~~us ~~occurred;~~as ~~(3)~~an ~~the~~emerging ~~selling~~growth ~~price~~company may iscontinue ~~fixed~~to ~~and~~be ~~determinable;~~available ~~and~~to ~~(4)~~us ~~collectability~~as isa ~~reasonably~~smaller ~~assured. Determination of~~reporting ~~criteria~~company, ~~(3)~~including: ~~and~~ (41) ~~are~~not ~~based~~being onrequired ~~management’s~~to ~~judgment~~comply ~~regarding~~with the ~~fixed~~auditor attestation ~~nature~~requirements of ~~the~~Section ~~selling~~404(b) ~~prices~~ of the ~~products delivered~~Sarbanes ~~and~~Oxley ~~the~~Act; ~~collectability~~(2) ofscaled ~~those~~executive ~~amounts. Provisions~~compensation ~~for~~disclosures; ~~discounts~~ and ~~rebates~~(3) ~~to customers, estimated returns~~the ~~and~~requirement ~~allowance,~~to ~~and~~provide ~~other~~only ~~adjustments~~two ~~are~~years ~~provided~~of ~~for~~audited infinancial ~~the~~statements, ~~same~~instead ~~period~~of ~~the~~three ~~related sales are recorded~~years.

~~Description~~Critical ofAccounting ~~Revenues~~Policies and Estimates

~~Prior~~The tofinancial ~~December~~statements are ~~2012~~prepared in accordance with accounting principles generally accepted in the United States, ~~most~~which ofrequire ~~our~~us to make estimates ~~revenues~~and ~~were~~assumptions ~~generated~~that ~~through~~affect the ~~sale~~reported amounts of ~~rings,~~assets ~~pendants,~~and ~~necklaces~~liabilities and ~~earrings~~disclosure ~~with~~of ~~stones~~contingent ~~such~~assets asand ~~diamonds, rubies~~liabilities ~~and~~at ~~emeralds~~the ~~(“Fashion~~date ~~Jewelry”).~~of Inthe ~~December~~financial ~~2012,~~statements weand ~~launched~~the ~~our~~reported ~~line~~amounts of ~~bridal~~revenues ~~engagement~~and ~~rings~~expenses ~~inclusive~~during ofthe reporting periods. Management ~~its~~makes ~~diamond~~these ~~center~~estimates ~~stone~~using ~~(“Complete~~the ~~Rings”)~~best ~~and~~information inavailable ~~February~~at ~~2014,~~the wetime ~~began~~the toestimates ~~sell~~are ~~our~~made; ~~Aspiri~~however ~~cut~~actual ~~diamond~~results could differ ~~engagement~~materially ~~ring~~from those estimates.

Beginning in December 2013, we began focusing on bridal jewelry featuring uniquely cut stones (“Fancy Cut Rings”). These stones utilize an advanced cutting technique that visually and physically increases the crown size (the top and most visible part of the stone) of similarly weighted stones by 25% to 50%. Because this unique cutting technique significantly increases the crown size of the stone while decreasing the pavilion (bottom end below the crown) of the stone which is usually not seen, our diamonds appear to be much larger than typically cut diamonds of the same weight. In addition, because our company creates each ring based on a specific stone, as each stone’s measurements and appearance is unique, we are able to design rings which accentuate a diamond’s brilliance and other positive attributes. We believe that our new line of bridal jewelry featuring uniquely cut stones will appeal to both retailers and customers due to their perceived size, quality, cost and value.19

21Recent Accounting Pronouncements

~~Our~~See ~~plan~~Note is2 to ~~expand~~the ~~our~~financial ~~bridal ring sales,~~statements ~~predominately~~included in ~~the~~this ~~new~~annual ~~style of uniquely cut stones~~report, ~~which~~for wea ~~believe~~description ~~are~~of ~~less~~recent ~~seasonal~~accounting ~~and less subject to economic downturn~~pronouncements.

~~Our sales are comprised of primarily three major products: Aspiri Cut Rings, Complete Rings and Fashion Jewelry. We may also on occasion sell loose stone inventory.~~Inventory

ARaw ~~breakdown~~materials are stated at the lower of cost ~~sales~~or market, with cost determined by specific identification for ~~the~~unique ~~year~~items ~~ended~~(such as diamond stones, each with a particular ~~May~~carat 31weight, ~~2014~~color, clarity and ~~the~~cut) ~~period~~and ~~September~~using 6the first-in, ~~2012~~first-out method for generic items or styles (~~inception~~certain semi-mounts and fashion jewelry). ~~through~~Finished ~~May~~goods 31that we fabricate are stated at the lower of cost or market, ~~2013~~with ~~follows:~~cost determined by specific identification for each component making up the item plus direct labor and other fees (primarily diamond certification).

	Year Ended			September 6, 2013 (inception) to
	May 31, 2014			May 31, 2013
Aspiri Cut Rings		17	%		—
Complete Rings (not Aspiri)		45	%		18	%
Fashion Jewelry & Other		38	%		82	%

At May 31, 2015 and 2014, inventories consist of the components:

A breakdown of sales for the three months ended May 31, 2014 and 2013 follows:

	May 31, 2015		May 31, 2014

Raw Materials	$	775,312	$	257,598
Finished Goods		1,813,919		1,837,331
Total Inventory	$	2,589,231	$	2,094,929

	Three			Three
	Months Ended			Months Ended
	May 31,			May 31,
	2014			2013
Aspiri Cut Rings		97	%		—
Complete Rings (not Aspiri)		-17	%		75	%
Fashion Jewelry & Other		20	%		25	%

At May 31, 2015 and 2014, inventories consist of the product mix:

The three months ended May 31, 2014 had returns of Complete Rings that were not Aspiri Cut Rings as some customers substituted such rings for Aspiri Cut Rings.

	May 31, 2015			May 31, 2014

Aspiri Cut Diamond Jewelry		56	%		17	%
Other Engagement Rings (not Aspiri)		28			67
Fashion Jewelry		6			6
Loose Stones and other		10			10
Total Inventory		100	%		100	%

~~Results~~We recently began to focus our production and sales efforts on Aspiri cut diamond jewelry product line. As a result, non-Aspiri products will be reduced over time as to both a percentage of ~~Operations~~production, inventory and sales.

~~The~~Inventories ~~principal measure of our financial performance~~ are ~~sales~~pledged ~~revenues~~as ~~from~~security for the ~~sale~~Company’s Accounts ofReceivable ~~our~~Financing ~~products~~Agreement (see toNote ~~independent~~8 ~~retailers, the related cost of sales related~~ to ~~such inventory and~~ the ~~resultant net sales. Net income is also a key measure of~~ financial ~~performance which further adjusts net sales by administrative expenses, professional fees, interest expense and income taxes~~statements).

~~Set~~Revenue ~~forth below is a discussion of our results of operations for the quarter ended May 31, 2014 and the year ended May 31, 2014 and the period September 6, 2012 (inception) to May 31, 2013.~~Recognition

For revenue from product sales, we recognize revenue in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition” (SAB No. 104), which superseded Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (SAB No. 101). SAB No. 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the ~~Year~~selling ~~Ended~~price ~~May~~is 31fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, ~~2014~~estimated returns and allowance, and other adjustments are provided for in the same period the related sales are recorded.

~~Sales~~Description of Revenues

~~For~~Prior ~~the~~to ~~year~~December ~~ended May 31~~2012, ~~2014, we~~most ~~had net sales revenues~~ of ~~$5.4~~our ~~million a 157% increase from $2.1 million of net sales for the period September 6,~~revenues ~~2012~~were ~~(inception)~~generated tothrough ~~May 31, 2013. These revenues arose from~~ the sale of ~~jewelry to various retailers. During the period October 1~~rings, ~~2012~~pendants, ~~the~~necklaces ~~date~~and ~~the~~earrings ~~Company~~with ~~commenced~~stones ~~operations,~~such toas ~~May 31~~diamonds, ~~2013~~rubies ~~the Company was in start-up phase~~ and ~~thus~~ ~~had~~emeralds ~~less sales volume~~(“Fashion Jewelry”). In ~~addition~~December 2012, ~~the~~we ~~increase~~launched inour ~~sales~~line ~~performance~~of isbridal ~~due~~engagement torings ~~the~~inclusive ~~change~~of inits ~~focus~~diamond ~~from~~center ~~Fashion~~stone ~~Jewelry sales to~~ (“Complete Rings”) and, toin aFebruary ~~lesser~~2014, ~~extent~~we ~~for~~began ~~the~~to ~~annual~~sell ~~period,~~our ~~the~~AspiriTM ~~recent~~cut ~~emphasis~~diamond onengagement ~~Aspiri~~ring. ~~cut~~In ~~diamond~~November ~~rings~~2014, ~~which~~we ~~became~~began the ~~focus~~sales of our ~~sales~~expanded ~~efforts~~Aspiri ~~during~~product ~~the~~line ~~quarter~~that ~~ended~~includes ~~May~~pendants ~~31,~~and ~~2014~~earrings.

22Beginning in December 2013, we began focusing on bridal jewelry featuring uniquely cut stones that we subsequently branded in May 2014 as an AspiriTM diamond. These stones utilize an advanced cutting technique that visually and physically increases the crown size (the top and most visible part of the stone) of similarly weighted stones by at least 25%. Because this unique cutting technique significantly increases the crown size of the stone while decreasing the pavilion (bottom end below the crown) of the stone that is usually not seen, our diamonds appear to be much larger than typically cut diamonds of the same weight. In addition, because our company creates each ring based on a specific stone, as each stone’s measurements and appearance is unique, we are able to design rings that accentuate a diamond’s brilliance and other positive attributes. We believe that our new line of bridal jewelry featuring uniquely cut stones will appeal to both retailers and customers due to their perceived size, quality, cost and value.

In December 2013, we began to transition our inventory into a new focus of bridal jewelry featuring uniquely cut stones (our AspiriTM cut diamond). These stones utilize an advanced cutting technique that visually and physically increases the crown size (the top and most visible part of the stone) of similarly weighted stones by at least 25%. Because this unique cutting technique significantly increases the crown size of the stone while decreasing the pavilion (bottom end below the crown) of the stone which is usually not seen, our diamonds appear to be much larger than typically cut diamonds of the same weight. The lead time to source, design and fabricate the raw materials for this new style of inventory impacted sales for the year ended May 31, 2014, particularly in the third and fourth quarters of 2014, in that during the transition period new inventory was being fabricated and, as a result, inventory on-hand for sale was limited. In addition, sales of Aspiri diamond rings were curtailed in April and May to allow sufficient inventory to be on hand for the industry’s major jewelry show at the end of May and early June. We expect future sales of complete engagement rings to be predominately Aspiri cut diamonds. Subsequent to year-end and through August 15, 2014, and largely as a result of the jewelry show and sales to new customers, we have had net sales totaling $1.6 million.20

Our ~~three~~plan ~~largest~~is ~~customers frequently vary from period~~ to ~~period.~~expand ~~For the year ended May 31, 2014,~~ our ~~three~~Aspiri ~~largest customers accounted for approximately 16% of~~bridal ~~our~~ring ~~total~~sales ~~revenues.~~that ~~For~~we ~~the~~believe ~~period~~are ~~September~~less 6,seasonal ~~2012~~and ~~(inception)~~less subject to ~~May~~economic ~~31, 2013, our three largest customers accounted for approximately 28% of our total revenues~~downturn.

~~Cost~~Our sales are comprised of ~~Sales~~primarily three major products: Aspiri Cut Rings, Complete Rings and Fashion Jewelry. We may also on occasion sell loose stone inventory.

~~Cost~~A breakdown of ~~sales~~gross ~~increased to $4.3 million for the year ended May 31, 2014 from $1.7 million for the period September 6, 2012 (inception) to May 31, 2013 primarily due to a 157% increase in~~ sales ~~volume during the period. Gross profit~~ for the ~~year ended May 31, 2014 increased approximately 200% to~~three ~~approximately~~months ~~$1.1~~and ~~million from approximately $370,000 for the period September 6, 2012 (inception) to May 31, 2013. Gross margins for the~~ year ended May 31, ~~2014~~2015 and ~~period September 6~~2014, ~~2012 (inception) to May 31, 2013 were approximately 20.4% and 17.5%,~~ respectively. Gross margins for the current fiscal year increased relative to the prior year primarily as a result of a change in product mix. The current fiscal year had less of a focus on fashion jewelry sales which has lower gross margins and a higher focus on the sale of Complete Rings which have higher gross margins. In addition, the sale of Aspiri cut diamond rings in the last quarter of the year further increased gross margins for the year.:

Operating Expenses

~~General~~In February 2014 we began the sale of Aspiri bridal engagement rings. The first full quarter of Aspiri sales occurred during the three months ended May 31, ~~Selling~~2104; at this initial roll-out of the Aspiri product line, there was less of a focus on the sales of non-Aspiri products. At the end of February 2015, we decided to phase out our line of fashion jewelry in order to focus on its Aspiri cut diamond engagement rings, pendants and jewelry. ~~Administrative~~The three months and year ended May 31, 2015 and 2014 had returns of Complete Rings that were not Aspiri cut rings as some customers substituted such rings for Aspiri Cut Rings.

~~General,~~We ~~Selling~~expanded ~~and~~our ~~Administrative~~Aspiri ~~expenses were~~cut ~~approximately~~diamond ~~$615,000~~line in ~~for~~November ~~the~~2014 ~~year~~to ~~ended~~include ~~May~~pendants ~~31, 2014~~ and ~~$117,000 for the period September 6, 2012 (inception) to May 31, 2013~~earrings. ~~The~~A ~~increase~~breakdown inof ~~such~~Aspiri ~~expenses~~jewelry ~~is related~~ to agross ~~full~~sales ~~year of operations~~ for the ~~current~~three ~~year,~~months anand ~~increase~~year ~~in personnel costs~~ended toMay ~~current staffing levels (an increase of approximately $227~~31,~~000),~~ an2015 ~~increase in show, advertising~~ and ~~promotion expense (as increase of approximately $109~~2014,~~000),~~ ~~and increased sales commissions due to increased sales (an increase of approximately $71,000).~~respectively:

Officers’ Compensation

~~For~~Results the year ended May 31, 2014, officers’ compensation was approximately $187,000 as compared to approximately $65,000 for the period September 6, 2012 (inception) to May 31, 2013. The increase in such expense is related to a full year of operations for the current year and the hiring of in-house and full-time officers during the year. Prior to the internal hiring of officers, the management of the company at the executive level was out-sourced and expensed in professional fees.Operations

23Comparison of the Year Ended May 31, 2015 to the Year Ended May 31, 2014

~~Professional~~The principal measures of our financial performance are sales revenues from the sale of our products to independent retailers, the related cost of sales related to such inventory and ~~Consulting~~the ~~Fees~~resultant net sales. Net income is also a key measure of financial performance which further adjusts net sales by administrative expenses, professional fees, interest expense and income taxes.

~~Professional~~Set ~~and~~forth ~~Consulting~~below ~~fees~~is ~~were~~a ~~approximately $659,000~~discussion ~~for~~of ~~the~~our results ~~year~~of ~~ended~~operations ~~May 31, 2014 and $57,000~~ for the ~~period~~years ~~September~~ended ~~6, 2012 (inception) to~~ May 31, ~~2013.~~2015 ~~Besides the fewer days of operations relative to the prior year, approximately $239,000 of the increase is related to outsourced consulting services prior to our employment of executive management~~ and ~~operational staff, $120,000 related to professional marketing fees related to our branding efforts, and $91,000 related to product design~~2014. ~~In addition, there were increased professional services related to legal and accounting fees, mostly related to services as a growth company.~~

~~Other~~Sales ~~Income (Expenses)~~Revenues

For the year ended May 31, ~~2014~~2015, we had ~~other~~net ~~expenses~~sales revenues of ~~approximately~~ $~~64,000;~~8.9 ~~for~~million ~~the~~a ~~period~~165% ~~September~~increase 6,from ~~2012 (inception) to May 31, 2013 we had other expense of approximately~~ $~~2,000~~5. ~~These~~4 ~~expenses~~million ~~were primarily~~of ~~related~~net tosales ~~interest~~from ~~expense~~the onyear ~~accounts~~ended ~~receivable financings with balances of $826,000 as of~~ May 31, 2014. ~~Prior~~These torevenues arose ~~May~~from ~~31,~~the ~~2013,~~sale ~~there~~of ~~was~~jewelry noto ~~such~~various ~~financing facility~~retailers. The ~~amount~~increase ofin ~~interest~~sales ~~expense~~ performance is ~~dependent~~due ~~primarily~~to on the ~~interest~~change ~~rate~~in ~~charged~~focus ~~and~~from ~~the~~Fashion Jewelry ~~average~~sales ~~outstanding~~to ~~balance.~~our ~~For~~ the ~~year~~recent ~~ended~~emphasis ~~May~~on ~~31,~~AspiriTM ~~2014,~~cut ~~the~~diamond ~~average~~rings, pendants ~~outstanding~~and ~~balances~~earrings onwhich ~~accounts~~became ~~receivable~~the ~~financings~~focus ~~were~~of ~~$859,000~~our ~~and~~sales efforts during the ~~average~~year ~~interest~~ended ~~rate~~May ~~was~~31, 72015.~~5%.~~

~~Net~~In ~~Income~~addition, in December 2014, the Company became a vendor member of the Independent Jewelers Association (~~Loss~~“IJO”), a consortium of over 800 credit qualified, independent jeweler retailers across the country. Becoming a member of the IJO is by invitation only and includes a vetting process regarding a vendor’s product, stability, customer service and financial capabilities. The Company’s access to IJO’s retailers is primarily through two jewelry shows held each year, the first of which was held at the end of February. For the six months ended May 31, 2015, our half year of IJO membership, over 17% of such period’s gross sales were to IJO retailers.

AsThe aprimary ~~result~~difference ofbetween ~~the~~gross ~~above,~~and net sales for ~~the~~each ~~year ended~~period ~~May~~relate ~~31,~~to ~~2014~~sales credits, wereturns ~~had a~~and ~~loss~~allowances ~~before~~adjustment ~~tax~~which oftotaled approximately $~~427~~428,000 and ~~net~~$201,000 for ~~loss~~the ofyears ~~$356~~ended May 31,~~000~~ ~~after~~2015 aand ~~tax~~2014, ~~benefit~~respectively. The current amount for ~~income~~sales credits, returns and allowances are primarily ~~taxes~~related ofto ~~$71,000. Net~~previous ~~loss~~and ~~per~~current ~~share~~non-Aspiri ~~was~~product $0sales.~~03.~~ ~~For~~Although ~~the~~customers ~~period~~are ~~September~~generally 6,not ~~2012~~granted ~~(inception)~~rights to ~~May~~return 31products after the purchase has been made, ~~2013~~in certain circumstances, we ~~had income~~accepted returns and issued credits although we were not contractually ~~before~~obligated ~~tax~~to ofdo ~~$110~~so. On a quarterly basis,~~000~~ ~~and~~we ~~net~~estimate ~~income~~sales ofreturns ~~$87,000~~based ~~after~~on historical experience and record a provision for ~~income~~sales returns ~~taxes~~which ofare ~~$23,000~~included in net sales. ~~Net~~ ~~income~~Our ~~per~~sales ~~share~~return reserve balance was approximately $0228,000 and $84,000, respectively, May 31, 2015 and 2014, respectively.~~01.~~

~~For the Quarter Ended May 31, 2014~~21

~~Sales~~In ~~Revenues~~addition, at the end of February 2015, we decided to phase out our line of fashion jewelry in order to focus on its Aspiri cut diamond engagement rings, pendants and jewelry. In so doing, we sold much of our remaining fashion line inventory with further discounts and reduced margins during the year ended May 31, 2015.

~~For~~Our ~~the~~ three ~~months~~largest ~~ended~~customers ~~May 31, 2014,~~frequently wevary ~~had net sales revenues of $804,000 a 164% increase~~ from ~~$491,000~~period ofto ~~net~~period. ~~sales~~For ~~for~~ the ~~three~~year ~~months~~ ended May 31, ~~2013.~~2015, our ~~These revenues~~three ~~arose~~largest ~~from~~customers ~~the~~accounted ~~sale~~for ofapproximately ~~jewelry~~17% toof our ~~various~~total ~~retailers~~revenues. For the ~~three~~year ~~months~~ ended May 31, 2014, ~~net sales increased by approximately 2% relative to the prior quarter. This increase is attributable primarily to increased sales of~~ our ~~new~~three ~~Aspiri~~largest ~~cut~~customers ~~diamond~~accounted ~~engagement ring. During the quarter, inventory production was increased and sales were curtailed in April to allow sufficient inventory to be on hand~~ for ~~the~~approximately ~~industry’s~~16% ~~major jewelry show at the end~~ of ~~May and early June. This timing increased~~ our ~~inventory at~~total ~~year end and reduced possible sales for the fiscal year~~revenues. ~~Subsequent to year-end and through August 15, 2014, and largely as a result of the jewelry show and sales to new customers, we have had net sales totaling $1.6 million.~~

~~Our~~Cost ~~three largest customers frequently vary from period to period. For the three months ended May 31, 2014 and 2013, our three largest customers accounted for approximately 33% and 32%~~ of ~~our total revenues, respectively.~~Sales

Cost of ~~Sales~~sales increased 153% to approximately $6.6 million for the year ended May 31, 2015 from $4.3 million for the year ended May 31, 2014 primarily due to a 165% increase in sales volume during the period. Gross profit for the year ended May 31, 2015 increased approximately 201% to approximately $2.2 million from approximately $1.1 million for year ended May 31, 2014. Gross margins for the years ended May 31, 2015 and 2014 were approximately 25.4% and 20.4%, respectively. Increased gross margins for the current fiscal year relative to the prior year are primarily as a result of a change in product mix and focus on Aspiri cut diamond rings, pendants and earrings. In addition, the current fiscal year had less of a focus on fashion jewelry sales (largely phased out after February 28, 2015), which has lower gross margins. Furthermore, the Company increased the sales discount (further lowering total gross margins) for non-Aspiri products in order to increase its future focus on Aspiri products.

~~Cost~~Operating of Sales increased to $581,000 for the three months ended May 31, 2014 from $409,000 for the three months ended May 31, 2013 primarily due to a 164% increase in sales volume at higher margins during the comparative quarters.Expenses

~~Gross profit for the three months ended May 31~~General, ~~2014~~Selling ~~increased approximately 272% to approximately $223,000 from approximately $82,000 for the three months ended May 31, 2013. Gross margins for the three months ended May 31, 2014~~ and 2013 were approximately 27.7% and 16.6%, respectively. Gross margins for the three months ended May 31, 2014 relative to the three months ended May 31, 2013 increased primarily as a result of a change in product mix. The current fourth quarter had a primary focus on the sale of our new Aspiri cut diamond rings which have higher gross margins whereas the Aspiri product line was not in place for the fourth quarter of 2013 when the focus was primarily on fashion and other Complete Ring sales.Administrative

General, Selling and Administrative expenses were approximately $945,000 and $615,000 for the years ended May 31, 2015 and 2014. The increase in such expenses is related to an increase in show, advertising and promotion expense (an increase of approximately $200,000), an increase in directors and officers, health and inventory insurance (approximately $65,000), increase in sales related travel expenses (approximately $33,000) and increase in personnel costs to current staffing levels (an increase of approximately $24,000).

~~Operating~~Officers’ ~~Expenses~~Compensation

~~General~~For the year ended May 31, ~~Selling~~2015, officers’ compensation was approximately $496,000 as compared to approximately $187,000 for the prior year ended May 31, 2014. The increase in such expense is related to a full current year of staffing for the Chief Executive Officer (for the year ended May 31, 2014, a third party Chief Executive Officer was outsourced and ~~Administrative~~included in professional and consulting fees) and the hiring of an in-house and full-time Chief Operating Officer during the year.

~~General,~~Professional ~~Selling~~ and ~~Administrative~~Consulting expenses were approximately $185,000 and approximately $74,000 for the three months ended May 31, 2014 and 2013, respectively. This increase is primarily attributed to an increase in personnel costs to current staffing levels (an increase of approximately $40,000) and an increase in show, advertising and promotion expense (approximately $69,000).Fees

~~Officers’~~Professional ~~Compensation~~and Consulting fees decreased approximately $160,000 to $499,000 from $659,000 for the years ended May 31, 2015 and 2014, respectively. Approximately $238,000 of the decrease is related to outsourced consulting services prior to our employment of executive management and operational staff during the year ended May 31, 2014, offset by an increase of approximately $121,000 in professional marketing fees during the year ended May 31, 2015.

~~For~~Other ~~the~~Income three months ended May 31, 2014, officers’ compensation was approximately $63,000 as compared to approximately $16,000 for the three months ended May 31, 2013. The increase in such expense is related to the hiring of in-house and full-time officers during the year. Prior to the internal hiring of officers, the management of the company at the executive level was out-sourced and expensed in professional fees.(Expenses)

~~Professional~~For the years ended May 31, 2015 and 2014, we had other expenses of approximately $278,000 and ~~Consulting~~$64,000, ~~Fees~~respectively. These expenses were primarily related to interest expense on accounts receivable and loan financings with par balances of $4.1 million as of May 31, 2015 as compared to $1.3 million as of May 31, 2014. The amount of interest expense is dependent primarily on the interest rate charged and the average outstanding balance. For the years ended May 31, 2015 and 2014, the average outstanding balances on accounts receivable financings were $1.9 million and $859,000, respectively, and the average interest rate was 7.5%.

~~Professional~~Net ~~and~~Income Consulting fees were approximately $226,000 for the three months ended May 31, 2014 an increase of $205,000 from approximately $21,000 for the three months ended May 31, 2013. The increase is attributable to increased professional services related to marketing (~~approximately $111,000~~Loss) ~~and product design ($25,000). In addition, there were increased professional services related to legal and accounting fees, mostly related to services as a growth company.~~

~~Other~~As ~~Income~~a ~~(Expenses)~~result of the above, for the year ended May 31, 2015, we had net loss of approximately $47,000 as compared to a net loss of $356,000 for the prior year ended May 31, 2014. Net loss per share for the year ended May 31, 2015 was $0.00; net loss per share for the prior year ended May 31, 2014 was $0.03.

~~For~~Liquidity ~~the three months ended May 31, 2014~~ and ~~2013,~~Capital we had other expenses of approximately $17,000 and $1,000, respectively. These expenses were primarily related to interest expenses on accounts receivable financings of $826,000 as of May 31, 2014. Prior to May 31, 2013, there was no such financing facility. The amount of interest expense is dependent primarily on the interest rate charged and the average outstanding balance. For the three months ended May 31, 2014, the average outstanding balances on accounts receivable financings were $978,000 and the average interest rate was 7.5%.Resources

~~Net~~Liquidity ~~Income~~is ~~(Loss)~~a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund and maintain investments and other general business needs. We recognize the need to have funds available to purchase inventory and for operating our business. We seek to have adequate liquidity at all times to cover normal cyclical swings in funding availability and to allow us to meet irregular and unexpected funding requirements. We plan to satisfy our liquidity needs through normal operations with the goal of avoiding unplanned sales of assets or emergency borrowing of funds.

As a result of the above, for the three months ended May 31, 2014, we had a net loss from operations of $298,000 and net loss of $223,000 after a benefit for income taxes of $75,000. Net loss per share was $0.02. For the three months ended May 31, 2013, we had a net loss from operations of $31,000 and net loss of $13,000 after provision for income taxes of $18,000. Net income per share was $0.00.22

~~Liquidity~~Since our inception, in addition to internally generated funds, we have been dependent on investment capital and ~~Capital~~loans ~~Resources~~as a primary source of liquidity.

~~Liquidity~~At isMay ~~a measure of our ability to meet potential cash requirements~~31, ~~including ongoing commitments to repay borrowings~~2015, ~~fund~~we ~~and~~had ~~maintain~~long ~~investments~~term ~~and other general~~liabilities ~~business~~of ~~needs.~~$888,000, Wewhich ~~recognize~~represents a note payable ~~the need~~ to ~~have~~a ~~funds~~related ~~available~~party ~~to purchase inventory and~~ for ~~operating~~$600,000 ~~our business. We seek to have adequate liquidity at all times to cover normal cyclical swings in funding availability~~ and to$430,000 ~~allow~~of uspar tonotes ~~meet~~payable ~~irregular~~less ~~and~~unamortized ~~unexpected~~discount ~~funding requirements. We plan to satisfy our liquidity needs through normal operations with the goal~~ of ~~avoiding unplanned sales of assets or emergency borrowing of funds~~$142,000.

25On September 30, 2013 the Company entered into an Account Receivable Financing Agreement with Rosenthal & Rosenthal, Inc. (“Rosenthal”) pursuant to which Rosenthal shall provide the Company with a line of credit up to $1,000,000. On October 6, 2014, this Accounts Receivable Financing Agreement was amended to increase the line of credit up to a maximum of $2,000,000. Loans made under the Accounts Receivable Financing Agreement bear interest at prime rate plus 3.5% (for an effective average rate of 7.5% for the years ended May 31, 2015 and 2014) and are subject to certain financial covenants. As security for these loans, Rosenthal has placed liens on the Company’s accounts receivable, inventories, and all other assets. In addition, the loans have been personally guaranteed by Yitzchok Gurary, and his parents, Mordechai Gurary and Leah Gurary. In addition, the Company has granted Rosenthal a Landlord Subordination agreement.

~~Since~~On ~~our~~March ~~inception~~9, in ~~addition~~2015, this Accounts Receivable Financing Agreement was amended to increase the line of credit up to a maximum of $2,500,000. On May 7, ~~internally~~2015, ~~generated~~the ~~funds~~Accounts Receivable Financing Agreement was amended to increase the loan amount that Rosenthal & Rosenthal may make to the Company to the lesser of the Maximum Credit Facility (as defined in the Accounts Receivable Financing Agreement) or $600,000, minus wesuch ~~have~~reserves ~~been~~Rosenthal ~~dependent~~& onRosenthal, ~~investment~~Inc. ~~capital~~may ~~and~~deem ~~loans~~necessary. Prior to this amendment, the loan amount could not exceed the lesser of the Maximum Credit Facility or the Receivable Availability (as adefined ~~primary~~in ~~source~~the Accounts Receivable Financing Agreement) equal to 70% of ~~liquidity~~the Net Amount of Eligible Receivables (as defined in the Accounts Receivable Financing Agreement) minus such reserves as Rosenthal & Rosenthal, Inc. may deem necessary. On June 29, 2015, this Accounts Receivable Financing Agreement was further amended to increase the line of credit up to a maximum of $2,800,000.

AtThe ~~May~~Accounts ~~31,~~Receivable ~~2014,~~Financing weAgreement calls ~~had~~for ~~long~~the ~~term~~subordination ~~liabilities~~ of ~~$74,000,~~certain ~~which~~of ~~represents a note payable~~the toCompany’s adebt ~~related~~as ~~party.~~follows:

On September 30, 2013 the Company entered into a financing agreement with Rosenthal & Rosenthal, Inc. (“Rosenthal”) pursuant to which Rosenthal shall provide the Company with a line of credit up to $1,000,000 (the “Accounts Receivable Financing Agreement”). On May 23, 2014, this Accounts Receivable Financing Agreement was amended to increase the line of credit up to a maximum of $1,500,000. Loans made under the Accounts Receivable Financing Agreement bear interest at prime rate plus 3.5% (effective average rate of 7.5% for both the three months and year ended May 31, 2014) and are subject to certain financial covenants. As security for these loans, Rosenthal has placed liens on the Company’s accounts receivable, inventories, and all other assets. In addition, the loans have been personally guaranteed by Yitzchok Gurary, and his parents, Mordechai Gurary and Leah Gurary.

Accounts Payable Classique Creations, LLC -		$	500,000
Demand Loans Payable – Related Party		$	210,000

~~The~~In ~~Accounts~~addition, ~~Receivable Financing Agreement calls for~~ the ~~subordination~~Company ofhas ~~certain~~granted ofRosenthal a ~~the~~Landlord ~~Company’s~~Subordination ~~debt as follows:~~agreement.

Accounts Payable – Classique Creations, LLC		$	500,000
Demand Loans Payable – Related Party		$	210,000

In connection with the Accounts Receivable Financing Agreement, the Company has borrowed approximately $2.2 million as of May 31, 2015. The Accounts Receivable Financing Agreement is in full force and effect until September 30, 2015 (the “Renewal Date”) and from year to year thereafter, unless sooner terminated as provided in the Accounts Receivable Financing Agreement.

InAt ~~addition~~May 31, ~~the~~2015 ~~Company~~we ~~has~~had ~~granted~~working ~~Rosenthal~~capital aof $1.7 ~~Landlord~~million. ~~Subordination~~As ~~agreement~~of May 31, 2015 we had $42,000 in cash and cash equivalents.

InCash connection with the Accounts Receivable Financing Agreement, the Company has borrowed approximately $826,000 as of May 31, 2014. The Accounts Receivable Financing Agreement expires September 30, 2015.Requirements

AtWe ~~May~~believe ~~31,~~that ~~2014~~ we ~~had~~will ~~working~~need ~~capital~~additional ~~of $690,000.~~funds Asto ofcontinue ~~May~~operations ~~31,~~over ~~2014~~the wenext ~~had~~twelve ~~$15,000~~months inand ~~cash~~for ~~and~~the ~~cash~~implementation ~~equivalents~~of our plan of operation.

~~Cash~~Off ~~Requirements~~Balance Sheet Arrangements

WeMaiden ~~believe~~Lane ~~that~~has weno ~~will~~off ~~need~~balance ~~additional funds~~sheet ~~to continue operations over the next twelve months and for the implementation of our plan of operation~~arrangements.

~~Off~~CONTRACTUAL ~~Balance Sheet Arrangements~~OBLIGATIONS

~~Maiden~~The ~~Lane~~following ~~has~~table nosummarizes ~~off~~our ~~balance~~contractual cash ~~sheet~~obligations ~~arrangements.~~and other commercial commitments as of May 31, 2015:

CONTRACTUAL OBLIGATIONS

	Payments Due by Period
Contractual Obligations	Total		Less than one year		1 – 3 years		3 – 5 years		More than 5 years
Account Receivable Financing Agreement	$	2,242,000	$	2,242,000	$	—	$	—	$	—
Loan Payable – Related Party	$	1,402,000	$	802,000	$	600,000	$	—	$	—
Convertible Note Payable – Related Party	$	74,000	$	74,000	$	—	$	—	$	—
Long Term Note Payable	$	430,000	$	—	$	430,000	$	—	$	—

~~The following table summarizes our contractual cash obligations and other commercial commitments as of May 31, 2014:~~23

	Payments Due by Period
Contractual Obligations	Total		Less than one year		1 – 3 years		3 – 5 years		More than 5 years
Account Receivable Financing Agreement	$	826,000	$	—	$	826,000	$	—	$	—
Loan Payable – Related Party	$	360,000	$	—	$	360,000	$	—	$	—
Convertible Note Payable – Related Party	$	74,000	$	—	$	74,000	$	—	$	—

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

26We are subject to market risk associated with changes in interest rates and commodity prices. Managing these risks is essential to our business. We consider our principal market risk to be fluctuations in the diamond and metal components of our inventory.

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

We are subject to market risk associated with changes in ~~interest rates~~the ~~and~~price ~~commodity~~of ~~prices~~precious metals. ~~Managing~~We ~~these~~do ~~risks~~not isenter ~~essential~~into toany ~~our~~hedging ~~business.~~or Weother ~~consider~~derivative ~~our~~contracts ~~principal~~(such ~~market~~as forward contracts for the purchase of raw materials) to mitigate commodity price risk as we generally scale our production to benear-term ~~fluctuations~~demand rather inthan ~~the~~longer-term ~~diamond~~demand ~~and~~projections ~~metal~~whereby ~~components~~large amounts of ~~our~~raw ~~inventory~~material are warehoused.

~~Commodity~~Raw ~~Price~~materials ~~Risk~~are stated at the lower of cost or market, with cost determined by specific identification for unique items (such as diamond stones, each with a particular carat weight, color, clarity and cut) and using the first-in, first-out method for generic items or styles (certain semi-mounts and fashion jewelry). Finished goods which we fabricate are stated at the lower of cost or market, with cost determined by specific identification for each component making up the item plus direct labor and other fees (primarily diamond certification).

WeOur ~~are~~manufacture ~~subject~~of tojewelry ~~market~~is ~~risk associated~~typically ~~with~~for ~~changes~~completed ininventory ~~the~~with ~~price~~raw ofmaterials ~~precious~~(individual ~~metals.~~inventory Wecomponents doof ~~not~~stones ~~enter~~and ~~into~~metals) ~~any~~generally ~~hedging~~held orto ~~other~~a ~~derivative~~minimum. Generally, ~~contracts~~significant ~~(such~~increases asor ~~forward~~decreases ~~contracts for~~in the ~~purchase~~market value of ~~raw~~diamond ~~materials)~~and tometal ~~mitigate~~components ~~commodity~~of ~~price risk as we generally scale~~ our ~~production~~inventory toresult ~~near-term~~in ~~demand rather~~revised ~~than~~pricing ~~longer-term~~to ~~demand~~our ~~projections whereby large amounts of raw material are warehoused~~customers.

~~Raw~~Given ~~materials~~that ~~are~~we ~~stated~~do atnot ~~the~~hedge ~~lower of cost~~ or ~~market,~~enter ~~with cost determined by specific identification for unique items (such as diamond stones, each with a particular~~into ~~carat~~derivate ~~weight,~~contracts ~~color,~~to ~~clarity~~address ~~and~~commodity ~~cut)~~price ~~and using the first-in~~risks, ~~first-out method for generic items or styles (certain semi-mounts and fashion jewelry). Finished goods which~~ we ~~fabricate~~believe ~~are~~that ~~stated~~such atrisk ~~the~~is ~~lower~~immaterial as of ~~cost~~May ~~or market~~31, ~~with cost determined by specific identification for each component making up the item plus direct labor and other fees (primarily diamond certification)~~2015.

~~Our~~Interest ~~manufacture~~Rate of jewelry is typically for completed inventory with raw materials (individual inventory components of stones and metals) generally held to a minimum. Generally, significant increases or decreases in the market value of diamond and metal components of our inventory result in revised pricing to our customers.Risk

~~Given~~Interest ~~that~~rate werisk dois ~~not~~defined ~~hedge~~as orthe ~~enter into~~sensitivity ~~derivate~~of ~~contracts~~our tocurrent ~~address~~and ~~commodity~~future ~~price~~earnings ~~risks~~to interest rate volatility, wevariability ~~believe~~of spread relationships and the effect that ~~such~~interest rates ~~risk~~may ishave ~~immaterial~~on our cash flows. Changes in the general level of interest rates can affect our net income as a result of ~~May~~interest expense ~~31,~~incurred ~~2014~~on ~~and~~outstanding ~~2013~~debt.

~~Interest~~We ~~Rate~~are ~~Risk~~subject to market risk associated with changes in the prime rate in connection with the Account Receivable Financing Agreement. If short-term interest rates or the prime rate averaged 10% more or less, interest expense would have changed by less than approximately $21,000 for the year ended May 31, 2015.

~~Interest~~We ~~rate~~did ~~risk~~not ishold ~~defined~~any asderivative ~~the sensitivity~~financial ofinstruments ~~our~~for ~~current~~hedging ~~and~~purposes future earnings to interest rate volatility, variability of spread relationships and the effect that interest rates may have on our cash flows. Changes in the general level of interest rates can affect our net income as ~~a result~~ of ~~interest expense~~May ~~incurred~~31, ~~on outstanding debt~~2015.

WeItem ~~are subject to market risk associated with changes in the prime rate in connection with the Account Receivable Financing Agreement~~8. IfFinancial ~~short-term~~Statements ~~interest~~and ~~rates~~Supplementary or the prime rate averaged 10% more or less, interest expense would have changed by less than approximately $6,000 for the year ended May 31, 2014. For the period September 6, 2012 (inception) to May 31, 2013 this Account Receivable Financing Agreement did not exist.Data

WeThe financial ~~did~~statements ~~not~~are ~~hold~~set ~~any~~forth ~~derivative~~herein ~~financial instruments~~commencing ~~for~~on ~~hedging~~page ~~purposes~~F-1 as of ~~May~~this ~~31,~~Report ~~2014~~and orare ~~2013~~incorporated herein.

Item 89. ~~Financial~~Changes ~~Statements~~in and ~~Supplementary~~Disagreements ~~Data~~with Accountants on Accounting and Financial Disclosure

~~The financial statements are set forth herein commencing on page F-1 of this Report and are incorporated herein~~None.

Item 99a. ~~Changes~~Controls in and ~~Disagreements with Accountants on Accounting and Financial Disclosure~~Procedures

~~None.~~Evaluation of Disclosure Controls and Procedures

27Our management, under the supervision of our Chief Executive Officer and President/Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) and internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and President/Chief Financial Officer concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report.

~~Item~~Changes ~~9a.~~in ~~Controls~~Internal ~~and~~Control ~~Procedures~~over Financial Reporting

~~Evaluation~~There have been no changes in our internal control over financial reporting during the fourth fiscal quarter of ~~Disclosure~~2014 ~~Controls~~that ~~and~~have ~~Procedures~~materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Our~~Item management, under the supervision of our Chief Executive Officer and President/Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) and internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) as of the end of the period covered by this report9B. ~~Based~~Other upon that evaluation, our Chief Executive Officer and President/Chief Financial Officer concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report.Information

~~Changes in Internal Control over Financial Reporting~~N/A

There have been no changes in our internal control over financial reporting during the fourth fiscal quarter of 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.24

~~Item~~PART ~~9B. Other Information~~III

On August 4, 2014 we issued 10,604 shares of common stock at a price per share of $3.10 for marketing services rendered during the year ended May 31, 2014. This amount is shown as Common Stock to be Issued on the Company’s May 31, 2014 Balance Sheet and is reflected in professional and consulting fees in our Statement of Operations for the year ended May 31, 2014.

On August 18, 2014 and August 25, 2014 we issued $250,000 and $150,000, respectively, of unsecured, subordinated notes bearing 11% interest with 285 detachable and freely transferable warrants per $1,000 face value Note. The notes are due on the second anniversary of their issue date with warrants exercisable within ten years from their issue date at an exercise price of $3.50. The notes issued on August 25, 2014 are to an entity controlled by the brother of our president.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated by reference to the information contained in our definitive proxy statement or definitive information statement to be filed with the SEC no later than 120 days after the end of our most recent fiscal year in connection with our ~~2014~~2015 Annual Meeting of Shareholders.

Item 11. Executive Compensation

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

Item 14. Principal Accountant Fees and Services

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)

Documents filed as part of this report:

For a list of the consolidated financial information included herein, see Index to the Consolidated Financial Statements on page F-1.

For a list of other exhibits included herein, see Exhibit List on page E-1.

(b) Exhibits required by Item 601of Regulation S-K . Reference is made to the Exhibit List filed as a part of this report beginning on page E-1.

2925

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MAIDEN LANE JEWELRY, LTD.
	(Registrant)
Date: September 4, 2014	By:	/s/ Michael Wirth
Date: September 11, 2015	By:	/s/ Michael Wirth
		Michael Wirth
		Chief Executive Officer

* * * * *

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael Wirth	Chief Executive Officer (principal executive officer)	September 411, ~~2014~~2015
Michael Wirth
/s/ Yitzchok Gurary	Chief Financial Officer (principal financial and	September 411, ~~2014~~2015
Yitzchok Gurary	accounting officer), President, Chairman of the Board
/s/ Chaim Zfatman	Director	September 411, ~~2014~~2015
Chaim Zfatman
/s/ Shalom Schwartz	Director	September 411, ~~2014~~2015
Shalom Schwartz

3026

Exhibit No.	~~Document~~	Document
3.1	~~Certificate of Incorporation, as amended, incorporated by reference to our Registration Statement on Form S-1 filed with the SEC on April 15, 2013.~~	Certificate of Incorporation, as amended, incorporated by reference to our Registration Statement on Form S-1 filed with the SEC on April 15, 2013.
3.2	~~Certificate of Amendment of the Certificate of Incorporation, incorporated by reference to our definitive information statement filed with the SEC on May 6, 2014.~~	Certificate of Amendment of the Certificate of Incorporation, incorporated by reference to our definitive information statement filed with the SEC on May 6, 2014.
3.3	~~By-laws, incorporated by reference to our Registration Statement on Form S-1 filed with the SEC on April 15, 2013~~	By-laws, incorporated by reference to our Registration Statement on Form S-1 filed with the SEC on April 15, 2013
31.1	Certification by the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*	Certification by the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*
31.2	Certification by the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*	Certification by the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*
32.1	Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*	Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*	Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	~~XBRL Instance Document~~	XBRL Instance Document*
101.SCH	~~XBRL Taxonomy Extention Schema~~	XBRL Taxonomy Extention Schema*
101.CAL	~~XBRL Taxonomy Extention Calculation Linkbase~~	XBRL Taxonomy Extention Calculation Linkbase*
101.DEF	~~XBRL Taxonomy Extention Definition Linkbase~~	XBRL Taxonomy Extention Definition Linkbase*
101.LAB	~~XBRL Taxonomy Extention Label Linkbase~~	XBRL Taxonomy Extention Label Linkbase*
101.PRE	~~XBRL Taxonomy Extention Presentation Linkbase~~	XBRL Taxonomy Extention Presentation Linkbase*

* filed herewith

E-1

INDEX TO FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firm		F-2
Balance Sheets as of May 31, 2014 and May 31, 2013		F-3
Balance Sheets as of May 31, 2015 and May 31, 2014		F-3
Statements of Operations for the year ended May 31, 2014 and period September 6, 2012 (inception) to May 31, 2013		F-4
Statements of Operations for the years ended May 31, 2015 and 2014		F-4
Statements of Stockholders’ Equity for the year ended May 31, 2014 and period September 6, 2012 (inception) to May 31, 2013		F-5
Statements of Stockholders’ Equity for the years ended May 31, 2015 and 2014		F-5
Statements of Cash Flows for the year ended May 31, 2014 and period September 6, 2012 (inception) to May 31, 2013		F-6
Statements of Cash Flows for the years ended May 31, 2015 and 2014		F-6
Notes to Financial Statements		F-7

~~F-1~~2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Maiden Lane Jewelry, Ltd.

We have audited the accompanying balance sheet of Maiden Lane Jewelry, Ltd. (“the Company”) as of May 31, ~~2014~~2015 and ~~2013~~2014, and the related statements of operations, stockholders’ equity and cash flows for ~~the~~each ~~year~~of ~~ended~~the ~~May~~two ~~31,~~years ~~2014~~in ~~and~~ the period ~~September~~ended ~~6, 2012 (inception) to~~ May 31, ~~2013~~2015. 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 about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Also, an audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Maiden Lane Jewelry, Ltd. at May 31, ~~2014~~ 2015 and ~~2013~~2014, and the results of its operations and its cash flows for ~~the~~each ~~year~~of ~~ended~~the ~~May~~two ~~31,~~years ~~2014~~in ~~and~~ the period ~~September~~ 6,ended ~~2012 (inception) to~~ May 31, ~~2013~~2015 in conformity with accounting principles generally accepted in the United States of America.

/s/ WOLINETZ, LAFAZAN & COMPANY, P.C.

Rockville Centre, New York

September 411, ~~2014~~2015

F-2

MAIDEN LANE JEWELRY, LTD.

BALANCE SHEET

	May 31,			May 31,
	2014			2013
	2015			2014
ASSETS
Current Assets:
Cash and Cash Equivalents	$	1541,~~269~~731		$	3915,~~086~~269
Accounts Receivable, Net		13,~~594~~991,~~010~~158			~~752~~1,~~923~~594,010
Inventories		2,~~094~~589,~~929~~231			12,~~789~~094,~~394~~929
Prepaid Expenses		64187,~~092~~230			3264,~~031~~092
Deferred Taxes		85122,~~840~~300			1385,~~500~~840
Total Current Assets		36,~~854~~931,~~140~~650			23,~~626~~854,~~934~~140
Property and Equipment, Net		1047,~~051~~277			10,~~967~~051
Security Deposits		2,000			2,000
Total Assets	$	36,~~866~~980,~~191~~927		$	23,~~639~~866,~~901~~191
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable	$	12,~~895~~009,~~906~~072		$	1,~~679~~895,~~891~~906
Accrued Expenses		4930,~~474~~220			7549,~~526~~474
Loans Payable - Factor		~~826~~2,~~284~~242,399			—826,284
Loans Payable – Related Parties		359,632			—
Loans Payable – Related Parties, net of discount of $4,825		797,007			359,632
Common Stock to be Issued		32,871			—
Convertible Note Payable – Related Party		74,000			—
Income Taxes Payable		—			36,600
Common Stock to be Issued		—			32,871
Total Current Liabilities		3,164,167			1,792,017
Income Taxes Payable		48,687			—
Total Current Liabilities		5,201,385			3,164,167
Long-Term Debt:
Convertible Note Payable – Related Party		~~74,000~~—			74,000
Total Liabilities		3,238,167			1,866,017
Notes Payable, net of debt discount of $141,804		288,196			—
Notes Payable - Related Parties		600,000			—
Total Liabilities		6,089,581			3,238,167
Commitments and Contingencies
Stockholders’ Equity:
Preferred Stock, $.0001 par value; 10,000,000 shares authorized, none issued and outstanding at May 31, 2014 and May 31, 2013		-			-
Preferred Stock, $.0001 par value; 10,000,000 shares authorized, none issued and outstanding at May 31, 2015 and May 31, 2014		—			—
Common Stock, $.0001 par value; 50,000,000 shares authorized, 10,466,250 and 10,353,750 shares issued and outstanding at May 31, 2014 and May 31, 2013, respectively		1,047			1,035
Common Stock, $.0001 par value; 50,000,000 shares authorized, 10,494,428 and 10,466,250 shares issued and outstanding at May 31, 2015 and May 31, 2014, respectively		1,049			1,047
Additional Paid-In Capital		~~895~~1,~~555~~205,417			~~685~~895,~~567~~555
Retained Earnings (Deficit)		(268,578	)		87,282
Accumulated Deficit		(315,120	)		(268,578	)
Total Stockholders’ Equity		~~628~~891,~~024~~346			~~773~~628,~~884~~024
Total Liabilities and Stockholders’ Equity	$	36,~~866~~980,~~191~~927		$	23,~~639~~866,~~901~~191

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

F-3

MAIDEN LANE JEWELRY, LTD.

STATEMENT OF OPERATIONS

	Year Ended			Period September 6, 2012
	Years Ended
	May 31, 2014			(Inception) to May 31, 2013
	May 31, 2015			May 31, 2014
Sales - Net	$	58,~~409~~852,~~013~~807		$	25,~~100~~409,~~778~~013
Costs and Expenses:
Cost of Sales		46,~~304~~637,~~056~~910			14,~~732~~304,~~610~~056
Officer’s Compensation		187,337			64,531
Officers’ Compensation		496,547			187,337
Professional and Consulting Fees		~~658~~499,~~661~~205			56658,~~504~~661
Selling, General and Administrative Expenses		~~615~~945,~~047~~237			~~116~~615,~~574~~047
Provision for Bad Debts		621,~~123~~261			186,~~097~~123
Total Costs and Expenses		58,~~771~~600,~~224~~160			15,~~988~~771,~~316~~224
Income (Loss) from Operations		~~(362~~252,~~211~~647	)		~~112~~(362,~~462~~211	)
Other Income (Expense):
Interest Expense – Related Party		(2,960	)		(2,~~080~~960	)
Interest Expense – Accounts Receivable Financings		(61,529	)		—
Interest Expense – Loans Payable		(26,261	)		—
Total Other Income and (Expenses)		(64,489	)		(2,080	)
Interest Expense – Notes Payable		(36,562	)		—
Income (Loss) before Income Tax Provision (Benefit)		(426,700	)		110,382
Interest Expense – Accounts Receivable Financings		(159,111	)		(61,529	)
Income Tax (Benefit) Provision		(70,840	)		23,100
Amortization of Debt Discount		(56,754	)		—
Net Income (Loss)	$	(355,860	)	$	87,282
Total Other Income and (Expense)		(281,648	)		(64,489	)
Income (Loss) Per Common Share - Basic	$	(0.03	)	$	0.01
(Loss) before Income Tax Provision (Benefit)		(29,001	)		(426,700	)
Basic Weighted Average Shares		10,403,031			10,108,206
Income Tax Provision (Benefit)		17,540			(70,840	)
Income (Loss) Per Common Share - Diluted	$	(0.03	)	$	0.01
Net (Loss)	$	(46,541	)	$	(355,860	)
Diluted Weighted Average Shares		10,403,031			10,141,419
Loss Per Common Share – Basic and Diluted	$	(0.00	)	$	(0.03	)
Basic and Diluted Weighted Average Shares		10,478,745			10,403,031

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

F-4

MAIDEN LANE JEWELRY, LTD.

STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE ~~PERIOD~~ ~~SEPTEMBER~~YEARS 6,ENDED ~~2012 (INCEPTION) TO~~ MAY 31, 2015 AND 2014

					Additional			Retained
	Common Stock				Paid-In			~~Retained~~Earnings
	Shares		Amount		Capital			~~Earnings~~(Deficit)			Total
Balance, September 6, 2012		—	$	—	$	—		$	—		$	—
Balance, May 31, 2013		10,353,750	$	1,035	$	685,567		$	87,282		$	773,884
Common Stock Issued to Founders		10,000,000		1,000		—			—			1,000
Issuance of Common Stock for services		112,500		12		224,988			—			225,000
Sale of Common Stock, net of offering costs		353,750		35		685,567			—			685,602
Offering Costs		—		—		(15,000	)		—			(15,000	)
Net Income for the Period September 6, 2012 (Inception) to May 31, 2013		—		—		—			87,282			87,282
Balance, May 31, 2013		10,353,750		1,035		685,567			87,282			773,884
Issuance of Common Stock for services		112,500		12		224,998			—			225,000
Offering Costs		-		-		(15,000	)		—			(15,000	)
Net Loss for the Year Ended May 31, 2014		—		—		—			(355,860	)		(355,860	)
Balance, May 31, 2014		10,466,250	$	1,047	$	895,555		$	(268,578	)	$	628,024
Issuance of Common Stock for payment of Common Stock to be issued		10,604		1		32,870			—			32,871
Issuance of Common Stock for services		17,574		1		52,896			—			52,897
Debt Discount on Loans Payable		—		—		25,539			—			25,539
Debt Discount on Notes Payable		—		—		198,557			—			198,557
Net Loss for the Year Ended May 31, 2015		—		—		—			(46,541	)		(46,541	)
Balance, May 31, 2015		10,494,428	$	1,049	$	1,205,417		$	(315,120	)	$	891,346

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

F-5

MAIDEN LANE JEWELRY, LTD.

STATEMENT OF CASH FLOWS

				Period
	Years Ended
				September
	May 31, 2015			May 31, 2014
				6, 2012
				(Inception)
	Year Ended			to
	May 31,			May 31,
	2014			2013
Cash Flows from Operating Activities:
Net Income (Loss)	$	(355,860	)	$	87,282
Net Loss	$	(46,541	)	$	(355,860	)
Adjustments to Reconcile Net Income to Net Cash (Used) in Operating Activities:
Adjustments to Reconcile Net Loss to Net Cash (Used) in Operating Activities:
Depreciation		35,~~271~~033			~~757~~3,271
Common Stock Issued for Services		225,000			—
Amortization of Note Discount		77,467			—
Deferred Taxes		(72,340)			(13,500	)
Common Stock Issued for Services		52,897			225,000
Reserve for Doubtful Accounts and Sales Returns and Allowances		207,274			37,463
Deferred Taxes		(36,460	)		(72,340	)
Reserve for Doubtful Accounts and Sales Returns and Allowances		212,094			207,274
Changes in Assets and Liabilities:
(Increase) in Accounts Receivable		(12,~~048~~609,~~361~~241	)		(~~790~~1,~~386~~048,361	)
(Increase) in Inventories		(~~305~~494,~~535~~302	)		(1305,~~789,394~~535	)
(Increase) in Prepaid Expenses		(32123,~~061~~138	)		(32,~~031~~061	)
Increase in Security Deposits		—			(2,000	)
Increase in Accounts Payable		113,166			216,015
Increase in Accounts Payable		216,015			1,679,891
(Decrease) in Accrued Expenses		(19,254	)		(26,052	)
Increase (Decrease) in Accrued Expenses		(26,052	)		75,526
Increase in Common Stock to be Issued		—			32,871
Increase in Common Stock to be Issued		32,871			—
Increase (Decrease) in Income Taxes Payable		48,687			(36,600	)
Increase (Decrease) in Income Taxes Payable		(36,600	)		36,600
Net Cash (Used) in Operating Activities		(2,819,592	)		(1,192,378	)
Net Cash (Used) in Operating Activities		(1,192,378	)		(709,792	)
Cash Flows from Investing Activities:
Capital Expenditures		(242,~~355~~259	)		(112,~~724~~355	)
Net Cash (Used) In Investing Activities		(242,~~355~~259	)		(112,~~724~~355	)
Cash Flows from Financing Activities:
Proceeds from Sale of Common Stock		—			708,500
Payments of Offering Costs		—			(15,000	)
Proceeds of Convertible Note – Related Party		—			74,000
Proceeds of Note Issuance		430,000			—
Proceeds of Loans Payable – Related Parties		934,341			—
Proceeds of Notes Payable – Related Parties		600,000			—
Payments of Loans Payable – Related Parties		(574,709	)		—
Proceeds of Loans Payable – Related Parties		1,544,300			934,341
Payments of Offering Costs		(15,000	)		(21,898	)
Payments of Loans Payable – Related Parties		(1,102,100	)		(574,709	)
Proceeds from Loans Payable – Factor		37,~~990~~888,~~500~~470			—3,990,500
Repayments to Loans Payable – Factor		(36,~~164~~472,~~216~~357	)		—(3,164,216	)
Net Cash (Used) In Financing Activities		1,170,916			760,602
Net Cash Provided by Financing Activities		2,888,313			1,170,916
Increase (Decrease) in Cash and Cash Equivalents		~~(23~~26,~~817~~462	)		39(23,~~086~~817	)
Cash and Cash Equivalents – Beginning of Period		3915,~~086~~269			—39,086
Cash and Cash Equivalents – End of Period	$	1541,~~269~~731		$	3915,~~086~~269
Supplemental Disclosure of Cash Flow Information:
Interest Paid	$	63207,~~117~~255		$	—63,117
Income Taxes Paid	$	~~48,570~~—		$	—48,570
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Debt Discount on Notes Payable	$	198,557		$	—
Debt Discount on Loans Payable – Related Parties	$	25,539		$	—
Issuance of 10,604 shares of Common Stock as consideration for payment of obligation to issue common stock	$	32,871		$	—

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

F-6

MAIDEN LANE JEWELERY, LTD.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - Summary of Significant Accounting Policies

Organization and Basis of Presentation

Maiden Lane Jewelry, Ltd., formerly Romantique Ltd., (“the Company”) was incorporated on September 6, 2012 under the laws of the State of New York. The Company is a wholesaler and manufacturer of jewelry including pendants, bracelets and earrings. We The Company began operations on October 1, 2012 by selling fashion rings, pendants, earrings and bracelets to independent retailers. In December 2012, wethe Company commenced a line of bridal (engagement) rings, featuring both settings and diamonds. In February 2014 wethe Company began ~~focusing~~the sale onof bridal ~~jewelry~~engagement rings featuring uniquely cut ~~stones~~diamonds which in May 2014 wewas branded as an AspiriTM cut diamond. The Company expanded its Aspiri cut diamond line in November 2014 to include pendants and earrings. Beginning in February 2015, the Company decided to phase out its line of fashion jewelry in order to focus on its Aspiri cut diamond engagement rings, pendants and jewelry.

Cash and Cash Equivalents

The Company considers all highly-liquid investments purchased with a maturity of three months or less to be cash equivalents. As of May 31, ~~2014~~2015 and ~~2013~~2014, the Company did not have any cash equivalents.

Inventories

Raw materials are stated at the lower of cost or market, with cost determined by specific identification for unique items (such as diamond stones, each with a particular carat weight, color, clarity and cut) and using the first-in, first-out method for generic items or styles (certain semi-mounts and fashion jewelry). Finished goods ~~which~~the weCompany ~~fabricate~~fabricates are stated at the lower of cost or market, with cost determined by specific identification for each component making up the item plus direct labor and other fees (primarily diamond certification).

Property and Equipment

Property and equipment is carried at cost less accumulated depreciation. Depreciation is computed by the straight-line method over the estimated useful lives of the related assets, which is five years.

Revenue Recognition

For revenue from product sales, the Company recognizes revenue in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition” (SAB No. 104), which superseded Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (SAB No. 101). SAB No. 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowance, and other adjustments are provided for in the same period the related sales are recorded. Provision for sales returns and allowances that were netted against sales amounted to $~~201~~84,000 ~~for~~ ~~the year ended May 31, 2014~~ and $19201,000 for the ~~period~~years ~~September~~ended 6May 31, ~~2012~~2015 ~~(inception)~~and ~~to May 31~~2014, ~~2013~~respectively.

Concentration of Credit Risks

The Company primarily sells its ~~products~~ products to retail jewelers focused on mid-to-high end consumers. Customers typically receive payment terms of ratable monthly payments over 90 to 120 days with exceptions based on credit quality or other terms and conditions. As a ~~results~~ result, the Company is exposed to credit risk on its accounts receivable. The Company generally seeks to mitigate such risk by performing credit checks through jeweler trade associations it is a ~~members~~member of, by attending trade shows which selectively invite retailer attendees based on their credit worthiness and by checking references with other jewelers in the industry.

Financial instruments that ~~potentially~~ potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company may ~~maintains~~maintain cash balances at financial institutions which exceed the current Federal Deposit Insurance Corporation (“FDIC”) limit of $250,000 ~~at times~~ during the year.

Sales

The Company’s sales are comprised of primarily three major products: Aspiri Cut Rings, Complete Rings and Fashion Jewelry. The Company may also on occasion sell loose stone inventory.

F-7

MAIDEN LANE JEWELERY, LTD.

NOTES TO FINANCIAL STATEMENTS

~~Sales~~A breakdown of gross sales for the year ended May 31, 2015 and 2014, respectively:

The Company’s sales are comprised of primarily three major products: Aspiri Cut Rings, Complete Rings and Fashion Jewelry. The Company may also on occasion sell loose stone inventory.

AIn ~~breakdown~~February 2014 the Company began the sale of Aspiri bridal engagement rings. The first full quarter of Aspiri sales ~~for~~occurred during the ~~year~~three months ended May 31, ~~2014~~2104; at ~~and~~this initial roll-out of the ~~period~~Aspiri ~~September~~product 6line, ~~2012~~there ~~(inception)~~was ~~through~~less ~~May~~of 31a focus on the sales of non-Aspiri products. At the end of February 2015, ~~2013~~the ~~follows:~~Company decided to phase out our line of fashion jewelry in order to focus on its Aspiri cut diamond engagement rings, pendants and jewelry.

				September 6,
				2013
	Year Ended			(inception) to
	May 31,			May 31,
	2014			2013
Aspiri Cut Rings		17	%		—
Complete Rings (not Aspiri)		45	%		18	%
Fashion Jewelry & Other		38	%		82	%

The Company expanded its Aspiri cut diamond line in November 2014 to include pendants and earrings. A breakdown of Aspiri jewelry to gross sales for the year ended May 31, 2015 and 2014, respectively:

A breakdown of sales for the three months ended May 31, 2014 and 2013follows:

	Three			Three
	Months			Months
	Ended			Ended
	May 31,			May 31,
	2014			2013
Aspiri Cut Rings		97	%		—
Complete Rings (not Aspiri)		-17	%		75	%
Fashion Jewelry & Other		20	%		25	%

The three months ended May 31, 2014 had returns of Complete Rings that were not Aspiri Cut Rings as some customers substituted such rings for Aspiri Cut Rings.

Advertising Costs

Advertising and show costs are charged to operations when incurred. Advertising costs during the ~~year~~years ended May 31, 2015 and 2014 was $~~109~~308,000~~. Advertising costs~~ ~~incurred~~and ~~during the period September 6~~$109, ~~2012 (inception) through May 31~~000, ~~2013 was $485~~ respectively.

Deferred Income Taxes

The Company accounts for deferred income taxes using the asset and liability method, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting and the tax bases of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Net Income (Loss) Per Share

Basic ~~earnings~~ (loss) per common share is computed by dividing net ~~income (~~loss) by the weighted average number of common shares outstanding during the periods presented. Diluted ~~earnings~~loss per common share is computed by dividing net ~~income~~loss by the weighted average number of dilutive common share equivalents and convertible securities then outstanding. Diluted loss per common share is based on the treasury stock method and includes the effect from potential issuance of common stock such as shares issuable pursuant to the exercise of warrants and conversion of debentures. Potentially dilutive securities as of May 31, 2015 consisted of 37,000 common ~~share~~shares ~~equivalents~~from convertible debentures and ~~convertible~~122,550 ~~securities~~common ~~then~~shares from outstanding warrants. The 122,550 warrants were issued in connection with $430,000 of unsecured notes at an exercise price of $3.50 per warrant into one share of common stock. Potentially dilutive securities as of May 31, 2104 consisted of 37,000 common shares from convertible debentures. For each period, the dilutive and basic weighted average shares were the same, as potentially dilutive shares were anti-dilutive.

Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. Management uses its best judgment in valuing these estimates, and may, as warranted, solicit external professional advice and other assumptions believed to be reasonable.

F-8

MAIDEN LANE JEWELERY, LTD.

NOTES TO FINANCIAL STATEMENTS

The following provides a reconciliation of the shares used in calculating the per share amounts for the periods presented:

				Period
				September 6,
				2012
	Year Ended			(Inception)
	May 31,			to
	2014			May 31, 2013
Numerator:
Net Income (Loss)	$	(355,860	)	$	87,282
Denominator:
Basic weighted-average shares		10,403,031			10,108,206
Effect of dilutive securities:
Convertible Debt2		—	1		33,213
Diluted weighted-average shares		10,403,031			10,141,419
Per Share Income (Loss):
Basic	$	(0.03	)	$	0.01
Diluted	$	(0.03	)	$	0.01

1 Convertible debt for the year ended May 31, 2014 is not included in the computation of diluted weighted average shares as such inclusion would be anti-dilutive.

2 Convertible debt is convertible into 37,000 shares of common stock.

Accounting Estimates

Fair Value Measurements

The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The guidance describes a fair value hierarchy based on the levels of inputs, or which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

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

Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or corroborated by observable market data or substantially the full term of the assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities.

~~F-9~~The Company's financial instruments include cash and cash equivalents, accounts receivable, accounts payable and loans and notes payable. These items are determined to be a Level 1 fair value measurement.

~~MAIDEN~~The carrying amounts of cash and cash equivalents, ~~LANE~~accounts ~~JEWELERY~~receivable, ~~LTD~~accounts payable and loans payable approximates fair value because of the short maturity of these instruments. The recorded value of long-term debt approximates its fair value as the terms and rates approximate market rates.

NOTES TO FINANCIAL STATEMENTS

The Company's financial instruments include cash and cash equivalents, accounts receivable and accounts payable. These items are determined to be a Level 1 fair value measurement.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and loans payable approximates fair value because of the short maturity of these instruments. The recorded value of long-term debt approximates its fair value as the terms and rates approximate market rates.

Recent Accounting Pronouncements

Management does not believe there would have been a material effect on the accompanying financial statements had any recently issued, but not yet effective, accounting standards been adopted in the current period.

NOTE 2 - Inventories

Inventories consist of the ~~components~~following:

	May 31, 2014		May 31, 2013
	May 31, 2015		May 31, 2014
Raw Materials	$	~~257~~775,~~598~~312	$	1257,~~508,981~~598
Finished Goods		1,~~837~~813,~~331~~919		~~280~~1,~~413~~837,331
Total Inventory	$	2,~~094~~589,~~929~~231	$	12,~~789~~094,~~394~~929

Inventories are pledged as security for the Company’s Accounts Receivable Financing Agreement (see Note 8).

NOTE 3 - Property and Equipment

Property and equipment consists of the following:

	May 31, 2014		May 31, 2013
	May 31, 2015		May 31, 2014
Office Equipment	$	916,~~271~~349	$	69,~~916~~271
Computers	$	4,808	$	4,808
		14,079		11,724
Capitalized Software		35,181		—
Less: Accumulated Depreciation		4,028		757
		56,338		14,079
	$	10,051	$	10,967
Less: Accumulated Depreciation		9,061		4,028
	$	47,277	$	10,051

~~Depreciation~~The ~~expense~~Company ~~was~~is ~~approximately~~capitalizing new software related to inventory ~~$3,300~~management ~~for~~and ~~the~~production. ~~year~~The ~~ended~~cost ~~May~~of 31this software includes a base package cost plus current customization. Once the software is fully implemented, ~~2014~~the ~~and~~Company ~~$757~~will ~~for~~depreciate the ~~period~~total ~~September~~cost 6of the software over five years. Depreciation expense was approximately $5,000 ~~2012~~and ~~(inception)~~$3,300 ~~through~~for the years ended May 31, ~~2013~~2015 and 2014, respectively.

F-9

MAIDEN LANE JEWELERY, LTD.

NOTES TO FINANCIAL STATEMENTS

NOTE 4 - Convertible Note Payable – Related Party

Convertible note payable to the Company’s president is summarized as follows:

	May 31, 2014		May 31, 2013
	May 31, 2015		May 31, 2014
Note Payable, bearing interest at 4% per annum, and due December 31, 2015. The note is Convertible into shares of the Company’s Common stock at a conversion rate of $2 per share, subject to adjustment upon the occurrence of certain events including stock dividends, stock split or combinations and reclassifications.	$	74,000	$	74,000

NOTE 5 - Loans Payable – Related Parties

Loans payable to related parties is summarized as follows:

	May 31, 2015		May 31, 2014
Loans payable to related parties, include a $401,832 payable to the Company’s President and CFO. The loans are payable on demand and non-interest bearing. Interest has been imputed at 3.25% per annum and the Company has recorded a debt discount of $25,539 against Additional Paid-In Capital. This discount is being amortized over two years.	$	801,832	$	359,632
Less: Unamortized discount		4,825		—
Loans Payable – Related Parties, Net	$	797,007	$	359,632

A portion of this loan payable to the Company’s President and CFO in the amount of $210,000 is subordinated to the factor.

NOTE 6 - Notes Payable – Related Parties

Notes payable to related parties is summarized as follows:

		May 31, 2015				May 31, 2014
Notes payable to the Company’s President and CFO bears interest at 4% per annum and is due December 31, 2016. Interest is payable quarterly and note is subordinated to the Factor.		$	600,000			$	—

NOTE 7 - Unsecured Notes Payable

On August 18, 2014, August 25, 2014 and September 15, 2014 the Company issued $250,000, $150,000 and $30,000, respectively, of unsecured, subordinated notes bearing 11% interest with 285 detachable and freely transferable warrants per $1,000 face value Note. The notes are due on the second anniversary of their issue date with warrants exercisable within ten years from their issue date at an exercise price of $3.50. The $150,000 of notes issued on August 25, 2014 are to an entity controlled by the brother of the Company’s president.

Pursuant to ASC 470-20, the Company recorded the value of the warrants using the Black-Scholes method, which was determined to be approximately $369,000. A portion of the debt proceeds was allocated to the warrants as debt discount using the relative fair value method, which approximated $199,000. As the warrants contain fixed settlement provisions and the exercise price cannot be adjusted, the Company recorded the fair value of the warrants as additional paid in capital with a corresponding debt discount which will be amortized over the two-year term of the notes using the interest method. For the year ended May 31, 2015, the Company recognized approximately $57,000 in amortization expense relating to these warrants.

	May 31, 2015			May 31, 2014

Notes Payable, Par	$	430,000		$	—
Initial Debt Discount		(198,557	)		—
Accumulated Amortization		56,753			—
Notes Payable, Net	$	288,196		$	—

F-10

MAIDEN LANE JEWELERY, LTD.

NOTES TO FINANCIAL STATEMENTS

~~NOTE~~The 5fair ~~- Loans~~value ~~Payable~~of –the warrants on the issuance ~~Related~~date ~~Parties~~was calculated using the Black-Scholes method with the following weighted average assumptions:

Loans payable to related parties is summarized as follows:

Dividend yield		0.00	%
Volatility		310.78	%
Risk-free interest rate		2.40	%
Expected life (months)		120
Grant date price per share	$	3.01
Warrants issued		122,550
Aggregate grant date fair value	$	369,000

		May 31, 2014				May 31, 2013
Loans payable to the Company’s President and CEO. The loans are payable on demand and non-interest bearing, and are subordinated to the factor.		$	359,632			$	—

A portion of this note in the amount of $210,000 is subordinated to the factor.

NOTE 6 - Commitments and Contingencies

None.

NOTE 7 - Related Party Transactions

On October 1, 2012 the Company entered into a one-year consulting agreement with Isaac Gurary, under which he was to provide certain business and corporate marketing services to the Company for an annual consulting fee of 3% of net sales during the term of the agreement. As of May 31, 2014 the amount owed to Mr. Gurary was approximately $104,000. As of May 31, 2013, the Company had recorded accrued compensation to Mr. Gurary in the amount of approximately $65,000. These amounts are included in accounts payable and accrued expenses respectively at May 31, 2014 and May 31, 2013, respectively. Mr. Gurary serves as the Company’s President and is a significant stockholder of the Company.

During the year ended May 31, 2014, the Company purchased approximately 63% of its merchandise from Classique Creations LLC (“Classique”), a company that is owned by the mother of the Company’s President.

Included in accounts payable at May 31, 2014 and May 31, 2013 are amounts owed to Classique totaling $1.5 million and $656,000, respectively. Payment terms to Classique are one to twelve months and the manner of settlement is cash payment. Pursuant to the Accounts Receivable Financing Agreement (See Note 8), accounts payable to Classique totaling $500,000 are subordinated to the finance company.

The Company rents office space from a Company affiliated with the Company’s president on a month to month basis. The agreement calls for rent at $2,060 per month. Rent expense was approximately $25,000 for year ended May 31, 2014, and $12,000 for the period September 6, 2012 (Inception) to May 31, 2013.

NOTE 8 - Financing Agreement

On September 30, 2013 the Company entered into an Account Receivable Financing Agreement with Rosenthal & Rosenthal, Inc. (“Rosenthal” or the “Factor”) pursuant to which Rosenthal shall provide the Company with a line of credit up to $1,000,000. On ~~May~~October 236, 2014, this Accounts Receivable Financing Agreement was amended to increase the line of credit up to a maximum of $12,~~500~~000,000. Loans made under the Accounts Receivable Financing Agreement bear interest at prime rate plus 3.5% (for an effective average rate of 7.5% for the ~~year~~years ended May 31, 2015 and 2014) and are subject to certain financial covenants. As security for these loans, Rosenthal ~~has~~ has placed liens on the Company’s accounts receivable, inventories, and all other assets. In addition, the loans have been personally guaranteed by Yitzchok Gurary, and his parents, Mordechai Gurary and Leah Gurary. In addition, the Company has granted Rosenthal a Landlord Subordination agreement.

The Accounts Receivable Financing Agreement calls for the subordination of certain of the Company’s debt as follows:

Accounts Payable – Classique Creations, LLC		$	500,000
Demand Loans Payable – Yitzchok Gurary		$	~~359~~210,~~632~~000

In connection with the Accounts Receivable Finance Agreement, the Company has borrowed approximately $2.3 million net as of May 31, 2015. Total draws and repayments for the year ended May 31, 2015 totaled approximately $7.1 million. The Accounts Receivable Financing Agreement expires September 30, 2015.

On March 9, 2015, this Accounts Receivable Financing Agreement was amended to increase the line of credit up to a maximum of $2,500,000. On May 7, 2015, the Accounts Receivable Financing Agreement was amended to increase the loan amount that Rosenthal & Rosenthal may make to the Company to the lesser of the Maximum Credit Facility (as defined in the Accounts Receivable Financing Agreement) or $600,000, minus such reserves Rosenthal & Rosenthal, Inc. may deem necessary. Prior to this amendment, the loan amount could not exceed the lesser of the Maximum Credit Facility or the Receivable Availability (as defined in the Accounts Receivable Financing Agreement) equal to 70% of the Net Amount of Eligible Receivables (as defined in the Accounts Receivable Financing Agreement) minus such reserves as Rosenthal & Rosenthal, Inc. may deem necessary. On June 9, 2015, this Accounts Receivable Financing Agreement was further amended to increase the line of credit up to a maximum of $2,800,000.

NOTE 9 - Commitments and Contingencies

None.

NOTE 10 - Related Party Transactions

On October 1, 2012 the Company entered into a one-year consulting agreement with Isaac Gurary, under which he was to provide certain business and corporate marketing services to the Company for an annual consulting fee of 3% of certain net sales during the term of the agreement. This agreement was amended on December 1, 2014 to exclude certain sales made at selected jewelry shows by trade organizations for which the Company is a designated vendor. As of May 31, 2015 the amount owed to Mr. Gurary was approximately $63,000. As of May 31, 2014, the Company had recorded accrued compensation to Mr. Gurary in the amount of approximately $104,000. Mr. Gurary serves as the Company’s President and CFO and is a significant stockholder of the Company.

During the years ended May 31, 2015 and 2014, the Company purchased approximately 41% and 63%, respectively, of its merchandise from Classique Creations LLC (“Classique”), a company that is owned by the mother of the Company’s President.

F-11

MAIDEN LANE JEWELERY, LTD.

NOTES TO FINANCIAL STATEMENTS

InIncluded ~~connection with~~in ~~the~~accounts ~~Accounts~~payable ~~Receivable~~at ~~Finance~~May ~~Agreement~~31, 2015 ~~the~~and ~~Company~~2014 ~~has~~are ~~borrowed~~amounts ~~$826,000~~owed ~~net~~to asClassique oftotaling ~~May~~approximately 31$1.8 million and $1.5 million, ~~2014~~respectively. ~~Total~~ ~~draws~~Payment terms to ~~and~~Classique ~~repayments~~are ~~for~~one ~~the~~to ~~year~~twelve ~~ended~~months ~~May~~and ~~31,~~the ~~2014~~manner ~~totaled~~of ~~$4.0~~settlement ~~million~~is ~~and~~cash $3payment.2 ~~million,~~Pursuant ~~respectively.~~to ~~The~~the Accounts Receivable Financing Agreement ~~expires~~(See ~~September~~Note 307), ~~2015~~accounts payable to Classique totaling $500,000 are subordinated to the Factor.

~~NOTE~~The 9Company ~~- Stockholders~~rents office space from a Company affiliated with the Company’s president on a month to month basis. The agreement calls for rent at $2,060 per ~~Equity~~month. Rent expense was approximately $26,000 and $25,000 for the years ended May 31, 2015 and 2014, respectively.

OnDuring ~~September 19~~the years ended May 31, ~~2012~~2015 and 2014, the Company ~~issued~~engaged 10in sales of approximately $560,000 and $136,000, ~~shares~~respectively, ofto ~~common~~an ~~stock~~entity related to ~~its~~Chaim ~~founders~~Zfatman, a ~~for~~director ~~consideration~~ of ~~$1,000~~the Company.

InNOTE ~~March~~11 ~~2013, the~~- ~~Company~~Stockholders’ closed on a private offering of its common stock. Pursuant to this offering, the Company offered a minimum of $250,000 and a maximum of 750,000 shares of common stock at $2.00 per share. The Company sold 353,750 shares for gross proceeds of $707,500. Expenses of the offering amounted to $21,898 and the Company netted $685,602.Equity

On July 26, 2013 the Company entered into a three year consulting agreement with Sands Point Associates, LLC and its CEO, Robert McMullan. Pursuant to this consulting agreement, the compensation for the first year was to be $125,000, the second year was $200,000 and the third year was $200,000. The agreement called for the Company to issue Mr. McMullan an aggregate of 500,000 shares of common stock of which 50,000 shares vested upon the commencement and 450,000 shares shall be subject to quarterly vesting over three years while the agreement is in full force and effect. This consulting agreement could be terminated by either party, with or without cause, upon thirty days written notice. The Company recorded consulting fee expense of $226,900 for the year ended May 31, 2014 of which $100,000 was in connection with the 50,000 shares vested. Additionally the Company issued 37,500 shares which were vested at $2 per share at November 1, 2013 for $75,000. On December 3, 2013, Sands Point Associates, LLC notified the Company of its intent to terminate this consulting agreement pursuant to the terms of the consulting agreement and the termination took effect January 2, 2014. There is no additional compensation due Sands Point Associates, LLC.

On October 9, 2013 the Company entered into a four month consultant agreement with a consultant. The consultant agreement calls for the issuance of 25,000 shares of the Company’s common stock as compensation. The shares are to be issued and registered under a Form S-8 Registration on May 2, 2012. The Company issued 25,000 shares valued at $50,000 in connection with this agreement.

On August 4, 2014 the Company issued 10,604 shares of common stock at a price per share of $3.10 for marketing services rendered during the year ended May 31, 2014 for a total amount of $32,871. On December 23, 2014 the Company issued 17,574 shares of common stock at a price per share of $3.01 for marketing services rendered during the three months ended February 28, 2015 for a total amount of $52,898. Neither issuance of these shares has been registered.

In connection with the issuance of $430,000 principal notes payable, the Company issued 122,550 common stock purchase warrants. Such warrants have an exercise price of $3.50 per share and expire between August and September 2024. As of February 28, 2015, all common stock purchase warrants remained outstanding and exercisable with a weighted average exercise price of $3.50 per share and a remaining contractual life of 9.2 years.

The Company’s Board of Directors may issue shares of preferred stock in series and at the time of issuance, determine the rights, preferences and limitation of each series. The holders of preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution or winding-up of the Company before any payment is made to the holders of the common stock. Furthermore, the board of directors could issue preferred stock with voting and other rights that could adversely affect the voting power of the holders of the common stock.

NOTE 1012 - Major Suppliers and Customers

During the ~~year~~years ended May 31, 2015 and 2014, the Company purchased approximately $3.3 million (approximately 41%) and $2.7 million (approximately 63%), respectively, of its merchandise from one manufacturer that is a related party (see Note 710).

In addition, the Company purchased ~~merchandise~~ merchandise from one vendor which amounted to approximately 3553% of total purchases during the year ended May 31, ~~2014~~2015.

Our three largest customers frequently vary from period to period. For the ~~year~~years ended May 31, 2015 and 2014, our three largest customers accounted for approximately 17% and 16% of our total revenues~~. For the period September 6~~, ~~2012 (inception) to May 31, 2013, our three largest customers accounted for approximately 28% of our total revenues~~respectively.

NOTE 13 - Income Taxes

Income tax provision (benefit) consists of the following:

F-12

MAIDEN LANE JEWELERY, LTD.

NOTES TO FINANCIAL STATEMENTS

NOTE 11 - Income Taxes

	Year Ended
	May 31, 2015			May 31, 2014

Current
Federal	$	43,000		$	—
State		11,000			1,500
		54,000			1,500

Deferred
Federal	$	(29,500	)	$	(61,568	)
State		(6.960	)		(10,772	)
		(36,460	)		(72,340	)
	$	17,540		$	(70,840	)

Income tax provision consists of the following:

				Period
				September 6,
				2012
	Year Ended			(Inception) to
	May 31, 2014			May 31, 2013
Current:
Federal	$	—		$	28,100
State and Local		1,500			8,500
		1,500			36,600
Deferred:
Federal (Benefit)		(61,568	)		(7,000	)
State and Local (Benefit)		(10,772	)		(6,500	)
		(72,340	)		(13,500	)
	$	(70,840	)	$	23,100

Deferred tax assets consist of the following:

	May 31, 2014		May 31, 2013
	May 31, 2015		May 31, 2014
Reserves	$	3895,~~540~~700	$	1338,~~500~~640
Accrued Compensation		4726,~~200~~600		—47,200
Net Operating Losses, less valuation allowance of $8,740 in 2014		—		—
	$	122,300	$	85,840
	$	85,740	$	13,500

The federal statutory income tax rate is reconciled to the effective rate as follows:

				Period
	May 31, 2015			May 31, 2014
				September 6,
Tax provision at Federal Statutory rate		34.0	%		(34.0	)%
	Year Ended			2012
State and local income taxes, net of federal tax benefit		(2.0	)		—
	May 31,			(Inception) to
Stock issued for services		—			16.1
	2014			May 31, 2013
Other		5.9			(7.2	)
Tax provision at Federal Statutory rate		(34.0	)%		34.0	%
Accrued Compensation		(30.3	)		10.7
State and local income taxes, net of federal tax benefit		—			5.1
Change in Valuation Allowance		—			5.8
Stock issued for services		16.1			—
Reserves		20.4			8.6
Other		(7.2	)		—
Tax provision		28.0			0.0
Accrued Compensation		10.7
Change in Valuation Allowance		5.8
Reserves		8.6			(18.2	)
Tax provision at Federal Statutory rate		0.0	%		20.9	%

~~The~~Note ~~Company~~14 ~~has~~- Subsequent ~~available net operating loss carryforwards (“NOL”) as of May 31, 2014 of approximately $21,000, expiring in 2034 to reduce future federal taxable income.~~Events

On June 9, 2015, this Accounts Receivable Financing Agreement with Rosenthal & Rosenthal was further amended to increase the line of credit up to a maximum of $2,800,000 (see Note 8).

The Company has evaluated subsequent events through the date the financial statements were issued and up to the time of filing of the financial statements with the Securities and Exchange Commission.

F-13

MAIDEN LANE JEWELERY, LTD.

NOTES TO FINANCIAL STATEMENTS

Note 12 - Subsequent Events

On August 4, 2014 the Company issued 10,604 shares of common stock at a price per share of $3.10 for marketing services rendered during the year ended May 31, 2014. This amount is shown as Common Stock to be Issued on the Company’s May 31, 2014 Balance Sheet and is reflected in professional and consulting fees in the Company’s Statement of Operations for the year ended May 31, 2014.

On August 18, 2014 and August 25, 2014 the Company issued $250,000 and $150,000, respectively, of unsecured, subordinated notes bearing 11% interest with 285 detachable and freely transferable warrants per $1,000 face value Note. The notes are due on the second anniversary of their issue date with warrants exercisable within ten years from their issue date at an exercise price of $3.50. The notes issued on August 25, 2014 are to an entity controlled by the brother of the Company’s president.

F-14

Year Ended May 31,

Aspiri^TM Cut Jewelry

Complete Rings (not Aspiri)

Fashion Jewelry & Other