UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended August 31, 2015

¨	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		46-0956015
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization)		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)

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

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

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 ¨

Accelerated filer ¨

Non-accelerated filer ¨

Smaller Reporting Company x

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

As of September 30, 2015, there were 10,494,428 shares of the registrant’s common stock outstanding.

MAIDEN LANE JEWELRY, LTD.

INDEX

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements		F-1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1
Item 3. Quantitative and Qualitative Disclosures about Market Risk		5
Item 4. Controls and Procedures		6
PART II. OTHER INFORMATION		6
Item 1. Legal Proceedings		6
Item 1A. Risk Factors		6
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		6
Item 3. Defaults Upon Senior Securities		6
Item 4. [Removed and Reserved]		6
Item 5. Other Information		6
Item 6. Exhibits		7
Signatures		8

Certification of CEO Pursuant to Section 302
Certification of CFO Pursuant to Section 302
Certification of CEO Pursuant to U.S.C. Section 1350
Certification of CFO Pursuant to U.S.C. Section 1350

MAIDEN LANE JEWELRY, LTD.

CONDENSED BALANCE SHEET

	August 31,			May 31,
	2015			2015
	(unaudited)
ASSETS
Current Assets:
Cash and Cash Equivalents	$	4,029		$	41,731
Accounts Receivable, Net		4,549,763			3,991,158
Inventories		3,054,861			2,589,231
Prepaid Expenses		187,683			187,230
Deferred Taxes		137,600			122,300
Total Current Assets		7,933,936			6,931,650
Property and Equipment, Net		68,310			47,277
Security Deposits		2,000			2,000
Total Assets	$	8,004,246		$	6,980,927

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable	$	2,929,852		$	2,009,072
Accrued Expenses		70,451			30,220
Loans Payable - Factor		2,708,852			2,242,399
Loans Payable – Related Parties, net of discount of $12,935 at August 31, 2015 and $4,825 at May 31, 2015		526,397			797,007
Convertible Note Payable – Related Party		74,000			74,000
Income Taxes Payable		39,105			48,687
Total Current Liabilities		6,348,657			5,201,385
Long-Term Debt:
Notes Payable, net of debt discount of $118,852 at August 31, 2015 and $141,804 at May 31, 2015		311,148			288,196
Notes Payable - Related Parties		600,000			600,000
Total Liabilities		7,259,805			6,089,581

Commitments and Contingencies

Stockholders’ Equity:
Preferred Stock, $.0001 par value; 10,000,000 shares authorized, none issued and outstanding at August 31, 2015 and May 31, 2015		—			—
Common Stock, $.0001 par value; 50,000,000 shares authorized, 10,494,428 shares issued and outstanding at August 31, 2015 and May 31, 2015		1,049			1,049
Additional Paid-In Capital		1,214,235			1,205,417
Accumulated Deficit		(470,843	)		(315,120	)
Total Stockholders’ Equity		744,441			891,346
Total Liabilities and Stockholders’ Equity	$	8,004,246		$	6,980,927

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

F-1

MAIDEN LANE JEWELRY, LTD.

CONDENSED STATEMENT OF OPERATIONS

(Unaudited)

	Three Months Ended			Three Months Ended
	August 31, 2015			August 31, 2014

Sales - Net	$	2,397,825		$	1,829,784

Costs and Expenses:
Cost of Sales		1,950,315			1,511,876
Officer’s Compensation		116,799			91,370
Professional and Consulting Fees		140,180			168,002
Selling, General and Administrative Expenses		273,782			153,331
Total Costs and Expenses		2,481,076			1,924,579

(Loss) from Operations		(83,251	)		(94,795	)

Other Income (Expense):
Interest Expense – Related Party		(746	)		(738	)
Interest Expense – Related Party Loans Payable		(6,707	)		—
Interest Expense – Notes Payable		(11,825	)		(1,153	)
Interest Expense – Accounts Receivable Financings		(45,542	)		(28,281	)
Amortization of Debt Discount		(22,952	)		(1,689	)
Total Other Income and (Expenses)		(87,772	)		(31,861	)

(Loss) before Income Tax (Benefit)		(171,023	)		(126,656	)
Income Tax (Benefit)		(15,300	)		(42,000	)
Net (Loss)	$	(155,723	)	$	(84,656	)

(Loss) Per Common Share – Basic and Diluted	$	(0.01	)	$	(0.01	)
Basic and Diluted Weighted Average Shares		10,494,428			10,469,477

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

F-2

MAIDEN LANE JEWELRY, LTD.

CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED AUGUST 31, 2015

(Unaudited)

					Additional
	Common Stock				Paid-In		Retained
	Shares		Amount		Capital		Earnings			Total
Balance, May 31, 2015		10,494,428	$	1,049	$	1,205,417	$	(315,120	)	$	891,346
Debt Discount on Notes Payable		—		—		8,818		—			8,818
Net Loss for the three months ended August 31, 2015		—		—		—		(155,723	)		(155,723	)
Balance, August 31, 2015		10,476,854	$	1,049	$	1,214,235	$	(470,843	)	$	744,441

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

F-3

MAIDEN LANE JEWELRY, LTD.

CONDENSED STATEMENT OF CASH FLOWS

(Unaudited)

	Three Months Ended			Three Months Ended
	August 31,			August 31,
	2015			2014
Cash Flows from Operating Activities:
Net (Loss)	$	(155,723	)	$	(84,656	)
Adjustments to Reconcile Net (Loss) to Net Cash (Used) in Operating Activities:
Depreciation		1,314			1,091
Amortization of Note Discount		23,661			1,689
Deferred Taxes		(15,300	)		(42,000	)
Reserve for Doubtful Accounts and Sales Returns and Allowances		24,865			92,708
Changes in Assets and Liabilities:
(Increase) in Accounts Receivable		(583,471	)		(885,700	)
(Increase) in Other Receivables		—			(418,489	)
(Increase) Decrease in Inventories		(465,631	)		269,178
(Increase) Decrease in Prepaid Expenses		(452	)		26,876
Increase (Decrease) in Accounts Payable		920,780			(106,706	)
Increase (Decrease) in Accrued Expenses		40,231			(6,512	)
(Decrease) in Income Taxes Payable		(9,582	)		—
Net Cash (Used) in Operating Activities		(219,308	)		(1,152,521	)

Cash Flows from Investing Activities:
Capital Expenditures		(22,348	)		(5,444	)
Net Cash (Used) In Investing Activities		(22,348	)		(5,444	)

Cash Flows from Financing Activities:
Proceeds of Note Issuance		—			400,000
Proceeds of Loans Payable – Related Parties		464,000			306,000
Payments of Loans Payable – Related Parties		(726,500	)		(106,000	)
Proceeds from Loans Payable – Factor		2,340,906			1,674,632
Repayments to Loans Payable – Factor		(1,874,451	)		(1,042,135	)
Net Cash Provided by In Financing Activities		203,955			1,232,497

Increase (Decrease) in Cash and Cash Equivalents		(37,701	)		74,532

Cash and Cash Equivalents – Beginning of Period		41,731			15,269

Cash and Cash Equivalents – End of Period	$	4,029		$	89,801

Supplemental Disclosure of Cash Flow Information:
Interest Paid	$	58,856		$	26,255
Income Taxes Paid	$	9,582		$	—

Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Debt Discount on Notes Payable	$	—		$	184,715
Debt Discount on Loans Payable – Related Parties	$	8,817		$	—
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-4

MAIDEN LANE JEWELERY, LTD.

NOTES TO UNAUDITED CONDENSED 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. The Company began operations on October 1, 2012 by selling fashion rings, pendants, earrings and bracelets to independent retailers. In December 2012, the Company commenced a line of bridal (engagement) rings, featuring both settings and diamonds. In February 2014 the Company began the sale of bridal engagement rings featuring uniquely cut diamonds which in May 2014 was branded as an Aspiri^TM 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.

In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein. These financial statements are condensed and therefore do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed financial statements should be read in conjunction with the Company’s May 31, 2015 audited financial statements and notes included in Form 10-K filed on September 11, 2015.

Results of operations for interim periods are not necessarily indicative of the results of operations for a full year.

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 August 31, 2015 and May 31, 2015, 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 the Company 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 generally 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 $25,000 and $93,000 for the three months ended August 31, 2015 and 2014, respectively.

Concentration of Credit Risks

The Company primarily sells its 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, seasonality or other terms and conditions. As a 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 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.

F-5

MAIDEN LANE JEWELERY, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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

Sales

The Company’s sales are comprised of primarily three major products: Aspiri cut jewelry (primarily engagement rings), Complete Rings (not Aspiri) and Fashion Jewelry. The Company may also on occasion sell loose stone jewelry. A breakdown of gross sales for the three months ended August 31, 2015 and 2014, respectively:

	Three Months Ended August 31,
	2015			2014
	(unaudited)			(unaudited)

Aspiri^TM Cut Jewelry		41	%		34	%
Complete Rings (not Aspiri)		30			47
Fashion Jewelry & Other		29			19

In February 2014 the Company began the sale of Aspiri bridal engagement rings. The first full quarter of Aspiri sales occurred during the three months ended May 31, 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, the Company decided to phase out our line of fashion jewelry in order to focus on its Aspiri cut diamond engagement rings, pendants and jewelry.

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 three months ended August 31, 2015 and 2014, respectively:

	Three Months Ended August 31,
	2015			2014
	(unaudited)			(unaudited)

Aspiri Engagement Rings		38	%		34	%
Aspiri Engagement Pendants		2			0
Aspiri Engagement Earrings		1			0

Advertising Costs

Advertising and show costs are charged to operations when incurred. Advertising costs during the three months ended August 31, 2015 and August 31, 2014 were $81,000 and $49,000, 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 loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods presented. Diluted loss per common share is computed by dividing net 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 August 31, 2015 consisted of 37,000 common shares from convertible debentures and 122,550 common 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 August 31, 2104 consisted of 37,000 common shares from convertible debentures and 114,000 common shares from outstanding warrants. The 114,000 warrants were issued in connection with $400,000 of unsecured notes at an exercise price of $3.50 per warrant into one share of common stock. For each period, the dilutive and basic weighted average shares were the same, as potentially dilutive shares were anti-dilutive.

F-6

MAIDEN LANE JEWELERY, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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.

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.

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.

The carrying amounts of cash and cash equivalents, accounts receivable, 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.

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 following:

	August 31, 2015		May 31, 2015
	(unaudited)

Raw Materials	$	1,118,937	$	775,312
Finished Goods		1,935,924		1,813,919
Total Inventory	$	3,054,861	$	2,589,231

Inventories are pledged as security for the Company’s Accounts Receivable Financing Agreement (see Note 9).

F-7

MAIDEN LANE JEWELERY, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 3 - Property and Equipment

Property and equipment consists of the following:

	August 31, 2015		May 31, 2015
	(unaudited)

Office Equipment	$	16,349	$	16,349
Computers	$	4,808	$	4,808
Capitalized Software		57,528		35,181
		78,685		56,338
Less: Accumulated Depreciation		10,375		9,061
	$	68,310	$	47,277

The Company is capitalizing new software related to inventory management and production. The cost of this software includes a base package cost plus current customization. Once the software is fully implemented, the Company will depreciate the total cost of the software over five years. Depreciation expense was approximately $1,300 and $1,100 for the three months ended August 31, 2014 and August 31, 2014, respectively.

NOTE 4 - Convertible Note Payable – Related Party

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

	August 31, 2014		May 31, 2015
	(unaudited)
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:

	August 31, 2015			May 31, 2015
	(unaudited)
Loans payable to related parties include primarily loans 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.	$	539,332		$	801,832
Less: Unamortized discount		(12,935	)		(4,825	)
Loans Payable – Related Parties, Net	$	526,397		$	797,007

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:

	August 31, 2015		May 31, 2015
	(unaudited)
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	$	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 three months ended August 31, 2015 and 2014, the Company recognized approximately $23,000 and $1,700, respectively, in amortization expense relating to these warrants.

F-8

MAIDEN LANE JEWELERY, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

	August 31, 2015			May 31, 2015
	(unaudited)

Notes Payable, Par	$	430,000		$	430,000
Initial Debt Discount		(198,557	)		(198,557	)
Accumulated Amortization		79,705			56,753
Notes Payable, Net	$	311,148		$	288,196

The fair value of the warrants on the issuance date was calculated using the Black-Scholes method with the following weighted average assumptions:

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

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 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 three months ended August 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.

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		$	210,000

In connection with the Accounts Receivable Finance Agreement, the Company has borrowed approximately $2.7 million net as of August 31, 2015. Total draws and repayments for the three months ended August 31, 2015 totaled approximately $2.3 million and $1.9 million, respectively. The Accounts Receivable Financing Agreement continues in full force and effect until September 30, 2015 and automatically from year to year thereafter, unless sooner terminated.

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.

F-9

MAIDEN LANE JEWELERY, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 and was further amended on September 1, 2015 to further refine eligible sales products. As of August 31, 2015 the amount owed to Mr. Gurary was approximately $77,000. As of May 31, 2015, the Company had recorded accrued compensation to Mr. Gurary in the amount of approximately $63,000. Mr. Gurary serves as the Company’s President and CFO and is a significant stockholder of the Company.

During the three months ended August 31, 2015 and 2014, the Company purchased approximately 64% and 43%, respectively, 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 August 31, 2015 and May 31, 2015 are amounts owed to Classique totaling approximately $2.6 million and $1.8 million, 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 9), accounts payable to Classique totaling $500,000 are subordinated to the Factor.

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 $7,000 and $6,000 for the three months ended August 31, 2015 and 2014, respectively.

NOTE 11 - Stockholders’ Equity

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; these shares have not 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 August 31, 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 9.0 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 12 - Major Suppliers and Customers

During the three months ended August 31, 2015 and August 31, 2014, the Company purchased approximately $1.7 million (approximately 64%) and $538,000 (approximately 43%), respectively, of its merchandise from one manufacturer that is a related party (see Note 11).

In addition, the Company purchased merchandise from one vendor which amounted to approximately 36% of total purchases during the three months ended August 31, 2015.

Our three largest customers frequently vary from period to period. For the three months ended August 31, 2015, our three largest customers accounted for approximately 27% of our total revenues. For the three months ended August 31, 2014, our three largest customers accounted for approximately 34% of our total revenues.

NOTE 13 - Income Taxes

Our effective tax rates were approximately 0% and 0% for the three months ended August 31, 2015 and 2014, respectively.

NOTE 14 - Subsequent Events

On September 18, 2015, the Company entered into a Separation and Release Agreement with Samantha Manburg, the Company’s Chief Operating Officer. Pursuant to the Separation and Release Agreement, Ms. Manburg is resigning as the Chief Operating Officer for the Company, effective November 13, 2015. In accordance with the terms of such agreement, Ms. Manburg will receive a severance allowance of approximately $36,000. The Company appointed Yitzchok Gurary, 31, to serve as the Company’s Chief Operating Officer, which appointment shall take effect as of the effective date of Ms. Manburg’s resignation.

F-10

MAIDEN LANE JEWELERY, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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-11

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

Note About References To Maiden Lane Jewelry, Ltd. ^TM

In this Form 10-Q 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 our logo and other trademarks of Maiden Lane Jewelry, Ltd. (including “Aspiri”^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.

Forward-Looking Statements

You should read the following discussion in conjunction with our financial statements and related notes thereto. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Our actual results could differ materially and adversely from those anticipated in such forward-looking statements as a result of certain factors.

This quarterly report contains forward-looking statements as that term is defined in the Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to “common stock” refer to our shares of common stock.

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.

Overview

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. 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.

Beginning 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 C^{5 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.

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.

We believe that there are competitive barriers to entry for our Aspiri products, including the sourcing of rough diamonds, cutting technique and limitations on mass production (as 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, high volume Asian and Russian cutters 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. 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. Similarly, our ring and jewelry mountings are not mass produced. Instead of a one-size fits many approach and because each Aspiri stone is unique, our mountings are custom designed around the stone.

Our Aspiri cut engagement rings, including both stone and setting, show the center Aspiri diamond to its best advantage, i.e. accentuating its brilliance and hiding its 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.

Our website is located at www.maidenlaneltd.com.

Critical Accounting Policies and Estimates

The condensed financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and 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.

Revenue 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 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.

Description of Revenues

Prior to December 2012, most of our revenues were generated through the sale of rings, pendants, necklaces and earrings with stones such as diamonds, rubies and emeralds (“Fashion Jewelry”). In December 2012, we launched our line of bridal engagement rings inclusive of its diamond center stone (“Complete Rings”) and in February 2014, we began to sell our Aspiri^TM cut diamond engagement ring. In November 2014, we began the sales of our expanded Aspiri product line which includes pendants and earrings.

Beginning in December 2013, we began focusing on bridal jewelry featuring uniquely cut stones which we subsequently branded in May 2014 as an Aspiri^TM 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 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.

Our plan is to expand our bridal ring sales, predominately in the new style of uniquely cut stones, which we believe are less seasonal at the retail-to-consumer level and less subject to economic downturn.

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.

A breakdown of gross sales for the three months ended August 31, 2015 and 2014, respectively:

	Three Months Ended August 31,
	2015			2014
	(unaudited)			(unaudited)

Aspiri^TM Cut Jewelry		41	%		34	%
Complete Rings (not Aspiri)		30			47
Fashion Jewelry & Other		29			19

	Three Months Ended August 31,
	2015			2014
	(unaudited)			(unaudited)

Aspiri Engagement Rings		38	%		34	%
Aspiri Engagement Pendants		2			0
Aspiri Engagement Earrings		1			0

Employees

As of August 31, 2015, we had 9 full-time employees. Generally, our sales representatives are paid on a commission basis.

Results of Operations

The principal measure 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 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.

Set forth below is a discussion of our results of operations for the quarters ended August 31, 2015 and ended August 31, 2014.

Sales Revenues

For the three months ended August 31, 2015, we had net sales revenues of approximately $2.4 million a 33% increase from $1.8 million of net sales for the three months ended August 31, 2014. These revenues arose from the sale of jewelry to various retailers.

Our three largest customers frequently vary from period to period. For the three months ended August 31, 2015 and 2014, our three largest customers accounted for approximately 27% and 34% of our total revenues, respectively.

Cost of Sales

Cost of Sales increased to $2.0 million for the three months ended August 31, 2015 from $1.5 million for the three months ended August 31, 2014. Gross profit for the three months ended August 31, 2015 increased 41% to approximately $448,000 from approximately $318,000 for the three months ended August 31, 2014. Gross margins on net sales for the three months ended August 31, 2015 and 2014 were approximately 18.7% and 17.4%, respectively. Before taking into account sales credits, returns and allowances, gross margins on gross sales for the three months ended August 31, 2015 and 2014 were approximately 30.2% and 32.6%, respectively.

Operating Expenses

General, Selling and Administrative

General, Selling and Administrative expenses were approximately $274,000 and approximately $153,000 for the three months ended August 31, 2015 and 2014, respectively. This increase is primarily attributed to an increase in personnel costs for additional hires in the marketing and production areas (approximately $40,000) and an increase in sales commissions related to our IJO membership and for customer sales incentives (approximately $30,000) and an increase in show and advertising costs (approximately $33,000) and related increased travel expense (approximately $16,000).

Officers’ Compensation

For the three months ended August 31, 2015, officers’ compensation was approximately $117,000 as compared to approximately $91,000 for the three months ended August 31, 2014. This increase in is primarily related to the hiring of chief operating officer since the prior year.

Professional and Consulting Fees

Professional and Consulting fees were approximately $141,000 for the three months ended August 31, 2015 a decrease of $27,000 from approximately $168,000 for the three months ended August 31, 2014.

Other Income (Expenses)

For the three months ended August 31, 2015 and 2014, we had other expenses of approximately $87,000 and $32,000, respectively. These expenses were primarily related to interest expense on accounts receivable financings of $2.7 million as of August 31, 2015 as compared to $1.5 million at August 31, 2014. The amount of interest expense is dependent primarily on the interest rate charged and the average outstanding balance. For the three months ended August 31, 2015, the average outstanding balances on accounts receivable financings were $2.6 million and the average interest rate was 7.5%. In addition, the three months ended August 31, 2015 and 2014 includes approximately $23,000 and $1,700, respectively, for the amortization of debt discount on $430,000 of face amount unsecured notes with detachable warrants and interest expense of $12,000 and $1,200, respectively, on such notes.

Net Income (Loss)

As a result of the above, for the three months ended August 31, 2015, we had a loss before taxes of $170,000 and net loss of $155,000. Net loss per share was $0.01.

Liquidity and Capital Resources

Liquidity is 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.

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

At August 31, 2015, we had long term liabilities of $911,000, which represents a note payable to a related party for $600,000 and $430,000 of par notes payable less unamortized discount of $119,000.

On 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.

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 29, 2015, this Accounts Receivable Financing Agreement was further amended to increase the line of credit up to a maximum of $2,800,000.

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 – Related Party		$	210,000

In addition, the Company has granted Rosenthal a Landlord Subordination agreement.

In connection with the Accounts Receivable Financing Agreement, the Company has borrowed approximately $2.7 million as of August 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.

At August 31, 2015 we had working capital of $1.5 million. As of August 31, 2015 we had $4,000 in cash and cash equivalents.

Cash Requirements

We believe that we will need additional funds to continue operations over the next twelve months and for the implementation of our plan of operation.

Off Balance Sheet Arrangements

Maiden Lane has no off balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We 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.

Commodity Price Risk

We are subject to market risk associated with changes in the price of precious metals. We do not enter into any hedging or other derivative contracts (such as forward contracts for the purchase of raw materials) to mitigate commodity price risk as we generally scale our production to near-term demand rather than longer-term demand projections whereby large amounts of raw material are warehoused.

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 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).

Our manufacture 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.

Given that we do not hedge or enter into derivate contracts to address commodity price risks, we believe that such risk is immaterial as of August 31, 2015.

Interest Rate Risk

Interest rate risk is defined as the sensitivity of our current and 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 incurred on outstanding debt.

We are 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 $10,000 for the three months ended August 31, 2013.

We did not hold any derivative financial instruments for hedging purposes as of August 31, 2015 or 2014.

Item 4. Controls and Procedures

Management is required by Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 to evaluate, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating and implementing possible controls and procedures.

Management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures. Based on their evaluation, as of the end of the period covered by this Form 10-Q, the Chief Executive Officer and Chief Financial Officer have concluded that such disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II — OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

None.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. [Removed and Reserved]

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed as a part of this Form 10-Q (a) Exhibits required by Item 601 of Regulation S-K.

Number		Description

(31)		Section 302 Certification

31.1		Certification of Principal Executive Officer Rule 13a-14(a) pursuant to Rule13a- 14(a) of the Securities Exchange Act of 1934.

31.1		Certification of Principal Financial Officer Rule 13a-14(a) pursuant to Rule13a- 14(a) of the Securities Exchange Act of 1934.

(32)		Section 906 Certification

32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, required by Section 906 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, required by Section 906 of the Sarbanes-Oxley Act of 2002.

(101)		XBRL Taxonomies

101		The following materials from Maiden Lane Jewelry’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2015 are filed herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Balance Sheet, (ii) the Condensed Statements of Operations, (iii) the Condensed Statement of Stockholders’ Equity, (iv) the Condensed Statements of Cash Flows, and (v) the Condensed Notes to Financial Statements.

SIGNATURES

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

	MAIDEN LANE JEWELRY, LTD.
	(Registrant)

Date: October 20, 2015	By:	/s/ Michael Wirth
		Michael Wirth
		Chief Executive Officer,

Maiden Lane Jewelry, Ltd. 10-Q