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 ~~October~~April 3130, ~~2010~~2011

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 Number: 0000-53889

BAILEY FRANCES CORPORATION

(Exact name of registrant as specified in Charter)

Nevada		~~000~~27-~~53889~~1805157		~~27-1805157~~
(State or other jurisdiction of incorporation or organization)		(~~Commission~~IRS ~~File~~Employee Identification No.)		~~(IRS Employee Identification No.)~~

2743 Sandalwood Avenue

2743 Sandalwood Avenue Henderson, Nevada		89074
(Address of principal executive offices)		(Zip Code)

~~Henderson,~~(702) ~~NV 89074~~478-6841

(~~Address~~Registrant’s oftelephone ~~Principal~~number, ~~Executive~~including ~~Offices~~area code)

~~_______________~~Not applicable

(~~702~~Former name, former address and former fiscal year, if changed since last report)~~478-6841~~

(Issuer Telephone number)

_______________

AJ Acquisition Corp. IV, Inc.

195 Route 9 South, Suite 204

Manalapan, New Jersey 07726

(Former Name or Former Address if Changed Since Last Report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer 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

Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company 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

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of ~~December~~June 813, ~~2010~~2011: 100,000 shares of common stock.

BAILEY FRANCES CORPORATION

FORM 10-Q

~~October~~April 3130, ~~2010~~2011

INDEX

PART I-- FINANCIAL INFORMATION

PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis on Plan of Operations	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4
Item 4.	Control and Procedures	4

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	4
Item 1A.	Risk Factors	4
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4
Item 3.	Defaults Upon Senior Securities	4
Item 4.	(Removed & Reserved)	4
Item 5.	Other Information	4
Item 6.	Exhibits	4

SIGNATURE		5

Item 1.	Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition
Item 3	Quantitative and Qualitative Disclosures About Market Risk
Item 4T	Control and Procedures

~~PART~~CAUTIONARY ~~II--~~STATEMENT ~~OTHER~~ON FORWARD-LOOKING INFORMATION

Item 1	Legal Proceedings
Item 1A	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	Defaults Upon Senior Securities
Item 4.	(Removed & Reserved)
Item 5.	Other Information
Item 6.	Exhibits

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

~~SIGNATURE~~We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

~~Item~~These 1forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. ~~Financial~~ ~~Statements~~Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

CERTAIN TERMS USED IN THIS QUARTERLY REPORT ON FORM 10-Q

When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to Bailey Frances Corporation. “SEC” refers to the Securities and Exchange Commission.

PART I—FINANCIAL INFORMATION

Item 1.

Financial Statements.

BAILEY FRANCES CORPORATION

(Formerly AJ Acquisition Corp. IV, Inc.)

(A Development Stage Company)

~~October~~April 3130, 2011 and 2010

Index to Financial Statements

Contents	Page(s)
Balance Sheets at April 30, 2011 (Unaudited) and January 31, 2011		F-1
Balance Sheets at October 31, 2010 (Unaudited) and January 31, 2010	F-1
Statements of Operations for the Three Months Ended April 30, 2011 and 2010, and for the period from January 29, 2010 (inception) through April 30, 2011 (Unaudited)		F-2
Statements of Operations for the Three Months Ended October 31, 2010 (Unaudited)	F-2
Statement of Stockholders’ Equity (Deficit) for the period from January 29, 2010 (inception) through April 30, 2011 (Unaudited)		F-3
Statements of Operations for the Nine Months Ended October 31, 2010 and for the period from January 29, 2010 (inception) through October 31, 2010 (Unaudited)	F-3
Statements of Three Months Ended April 30, 2011 and 2010, and for the period from January 29, 2010 (inception) through April 30, 2011 (Unaudited)		F-4
Statement of Stockholders’ Equity (Deficit) for the period from January 29, 2010 (inception) through October 31, 2010 (Unaudited)	F-4
Notes to the Financial Statements (Unaudited)		F-5
Statements of Cash Flows for the Nine Months Ended October 31, 2010 and for the period from January 29, 2010 (inception) through October 31, 2010 (Unaudited)	F-5
Notes to the Financial Statements (Unaudited)	F-6 to F-10

See accompanying notes to the financial statements

BAILEY FRANCES CORPORATION

(Formerly AJ Acquisition Corp. IV, Inc.)

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

	October 31, 2010			January 31, 2010
	April 30, 2011			January 31, 2011
	(Unaudited)
ASSETS
Current assets
Cash	$	-		$	-
Prepaid expenses		250			-
Total assets	$	-		$	-
Total assets	$	250		$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES AND STOCKHOLDERS’ (EQUITY) DEFICIT
Current liabilities
Accrued expenses	$	-		$	~~3,000~~545
Total current liabilities		-			~~3,000~~545
STOCKHOLDERS’ EQUITY (DEFICIT)
STOCKHOLDERS’ DEFICIT
Preferred stock: $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding		-			-
Common stock: $0.001 par value; 100,000,000 shares authorized; 100,000 shares issued and outstanding		100			100
Additional paid-in capital		57,~~650~~195			~~900~~6,650
Deficit accumulated during the development stage		(57,~~500~~295	)		(47,~~000~~295	)
Total stockholders’ equity (deficit)		250			(3,000	)
Total stockholders’ deficit		-			(545	)
Total liabilities and stockholders’ equity (deficit)	$	250		$	-
Total liabilities and stockholders’ deficit	$	-		$	-

See accompanying notes to the financial statements

F-1

BAILEY FRANCES CORPORATION

(Formerly AJ Acquisition Corp. IV, Inc.)

(A DEVELOPMENT STAGE COMPANY)

~~STATEMENT~~STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended October 31, 2010
	For the Three Months Ended April 30, 2011			For the Three Months Ended April 30, 2010		For the period from January 29, 2010 (Inception) through April 30, 2011
REVENUE	$	-		$	-	$	-
OPERATING EXPENSES
Professional fees		~~500~~-			-		4,795
Loss before income taxes		(500	)
Organization expenses		-			-		500
Income tax provision		-
General and administrative		-			-		2,000
Net loss	$	(500	)
Loss before income taxes		-			-		(7,295	)
Net loss per common share – basic and diluted	$	(0.01	)
Income tax provision		-			-		-
Weighted average number of common shares outstanding – basic and diluted		100,000
Net loss	$	-		$	-	$	(7,295	)
Net loss per common share – basic and diluted	$	-		$	-	$	(0.07	)
Weighted average number of common shares outstanding – basic and diluted		100,000			100,000		100,000

See accompanying notes to the financial statements.

F-2

BAILEY FRANCES CORPORATION

(Formerly AJ Acquisition Corp. IV, Inc.)

(A DEVELOPMENT STAGE COMPANY)

~~STATEMENTS~~STATEMENT OF ~~OPERATIONS~~STOCKHOLDERS’ EQUITY (DEFICIT)

For the Period from January 29, 2010 (Inception) through April 30, 2011

(Unaudited)

	For the Nine Months Ended October 31, 2010			For the period from January 29, 2010 (Inception) through October 31, 2010
	Common Stock
REVENUE	$	-		$	-
	Shares			Amount			Additional Paid in Capital		Accumulated Deficit			Total Stockholders’ Equity (Deficit)
OPERATING EXPENSES
January 29, 2010 (Inception)		100,000		$	100		$	900	$	-		$	1,000
Professional fees		500			3,000
Net loss										(4,000	)		(4,000	)
Organization expenses		-			500
Balance, January 31, 2010		100,000			100			900		(4,000	)		(3,000	)
General and administrative		1,000			2,000
Contribution to capital								5,750					5,750
Loss before income taxes		(1,500	)		(5,500	)
Net loss										(3,295	)		(3,295	)
Income tax provision		-			-
Balance, January 31, 2011		100,000			100			6,650		(7,295	)		(545	)
Net loss	$	(1,500	)	$	(5,500	)
Contribution to capital								545					545
Net loss per common share – basic and diluted	$	(0.02	)	$	(0.06	)
Net loss										-			-
Weighted average number of common shares outstanding – basic and diluted		100,000			100,000
Balance, April 30, 2011		100,000		$	100		$	7,195	$	(7,295	)	$	-

See accompanying notes to the financial statements.

F-3

BAILEY FRANCES CORPORATION

(Formerly AJ Acquisition Corp. IV, Inc.)

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

For the Period from January 29, 2010 (Inception) through October 31, 2010

(Unaudited)

	Common Stock
	Shares		Amount		Additional Paid in Capital		Accumulated Deficit			Total Stockholders' Equity (Deficit)
January 29, 2010 (Inception)		100,000	$	100	$	900	$	-		$	1,000
Net loss								(4,000	)		( 4,000	)
Balance, January 31, 2010		100,000		100		900		(4,000	)		(3,000	)
Contribution to capital						4,750					4,750
Net loss								(1,500	)		(1,500	)
Balance, October 31, 2010		100,000	$	100	$	5,650	$	(5,500	)	$	250

See accompanying notes to the financial statements.

F-4

BAILEY FRANCES CORPORATION

(Formerly AJ Acquisition Corp. IV, Inc.)

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended October 31, 2010			For the period from January 29, 2010 (Inception) through October 31, 2010
	For the Three Months Ended April 30, 2011			For the Three Months Ended April 30, 2010			For the period from January 29, 2010 (Inception) through April 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	~~(1,500~~-	)	$	~~(5,500~~-	)	$	(7,295	)
Common stock issued for services		-			~~1,000~~-			1,000
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Prepaid expenses		(250	)		(250	)
Accrued expenses		(545	)		-			-
Accrued expenses		(3,000	)		-
Net cash used in operating activities		(545	)		-			(6,295	)
Net cash used in operating activities		(4,750	)		(4,750	)
CASH FLOWS FROM FINANCING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Contribution to capital		545			-			6,295
Contribution to capital		4,750			4,750
Net cash provided by financing activities		545			-			6,295
Net cash provided by financing activities		4,750			4,750
Net change in cash		-			-			-
Net change in cash		-			-
Cash, beginning of the period		-			-			-
Cash, beginning of the period		-			-
Cash, end of the period	$	-		$	-		$	-
Cash, end of the period	$	-		$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	-		$	-		$	-
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-

See accompanying notes to the financial statements

F-54

~~BAILEY~~AILEY FRANCES CORPORATION

(Formerly AJ Acquisition Corp. IV, Inc.)

(A DEVELOPMENT STAGE COMPANY)

~~OCTOBER~~April 3130, 2011 AND 2010

NOTES TO THE FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 – Nature of Operations

AJ Acquisition Corp. IV, Inc. (a development stage company) was incorporated in Nevada on January 29, 2010, with an objective to acquire, or merge with, an operating business. On August 10, 2010, by a resolution of the Board of Directors, the Company changed its name to Bailey Frances Corporation (“Bailey” or the “Company”) .

The Company, based on proposed business activities, is a "“blank check"” company. The Securities and Exchange Commission (“SEC”) defines such a company as “a development stage company” that has no specific business plan or purpose, or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and is issued ‘penny stock,’ as defined in Rule 3a51-1 under the Securities Exchange Act of 1934. Many states have enacted statutes, rules and regulations limiting the sale of securities of "“blank check"” companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in its securities, either debt or equity, until the Company concludes a business combination.

The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation ~~and, to a lesser extent that desires to employ the Company’s funds in its business~~. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business (“Business Combination”) rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. The analysis of new business opportunities will be undertaken by or under the supervision of the officers and directors of the Company.

Note 2 – Significant Accounting Policies

Basis of presentation

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the ~~period~~fiscal ~~from~~year ~~January~~ended ~~29, 2010 (Inception) through~~ January 31, ~~2010~~2011 and notes thereto contained in the Company’s ~~Registration~~Annual ~~Statement~~Report on Form 10-K as filed with the SEC on ~~February~~May 12, ~~2010~~2011.

Development stage company

F-6

The Company is a development stage company as defined by section 810-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company’s exploration stage activities.

Use of estimates

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

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

F-5

Fiscal year end

The Company elected January 31 as its fiscal year ending date.

Cash equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in ~~accounting principles~~ generally accepted inaccounting ~~the~~principles ~~United States of America~~ (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

~~The~~Financial ~~carrying~~assets ~~amounts~~are ofconsidered ~~the~~Level ~~Company’s~~3 ~~financial~~when ~~assets~~their ~~and~~fair ~~liabilities,~~values ~~such~~are asdetermined ~~prepaid~~using ~~expenses~~pricing ~~and~~models, ~~accrued~~discounted ~~expenses~~cash ~~approximate~~flow ~~its~~methodologies ~~fair~~or ~~values~~similar ~~because~~techniques ofand ~~the~~at ~~short~~least ~~maturity~~one ofsignificant ~~such~~model ~~instruments~~assumption or input is unobservable.

The ~~Company does not have any assets or liabilities measured at~~ fair value onhierarchy agives ~~recurring or a non-recurring basis, consequently,~~ the ~~Company~~highest ~~did~~priority ~~not~~to ~~have~~quoted ~~any~~prices ~~fair~~(unadjusted) ~~value~~in ~~adjustments~~active markets for identical assets ~~and~~or liabilities ~~measured~~and atthe ~~fair~~lowest ~~value~~priority atto ~~October~~unobservable ~~31,~~inputs. If ~~2010, nor gains or losses are reported in~~ the ~~statement~~inputs ofused ~~operations that are attributable~~ to measure the ~~change~~financial ~~in unrealized gains or losses relating to those~~ assets and liabilities ~~still~~fall ~~held~~within atmore ~~the~~than ~~reporting~~one ~~date~~level ~~for~~described above, the ~~three~~categorization ~~months~~is ~~ended~~based ~~October~~on ~~31,~~the ~~2010~~lowest ~~and~~level ~~for~~input ~~the~~that ~~period~~is ~~from~~significant ~~January~~to ~~29,~~the ~~2010~~fair ~~(inception)~~value ~~through~~measurement ~~October~~of ~~31,~~the ~~2010~~instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

It is not however, practical to determine the fair value of advances from stockholders due to their related party nature.

Cash equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Commitment and contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Revenue recognition

F-7

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

F-6

Income taxes

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

Net loss per common share

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. There were no potentially dilutive shares outstanding as of ~~October~~April 3130, 2011 or 2010.

Commitment and contingencies

Cash flows reporting

F-8

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Subsequent events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recently issued accounting standards

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-0106 “~~Equity~~Fair ~~Topic~~Value ~~505~~Measurements –and ~~Accounting~~Disclosures ~~for~~(Topic ~~Distributions~~820) toImproving ~~Shareholders~~Disclosures ~~with~~about ~~Components~~Fair ofValue ~~Stock and Cash~~Measurements”, which ~~clarify~~provides ~~that~~amendments ~~the stock portion of a distribution~~ to ~~shareholders~~Subtopic that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share (“EPS”)). Those distributions should be accounted for and included in EPS calculations in accordance with paragraphs 480820-10~~-25-~~ 14 and 260-10-45-45 through 45-47 of the FASB Accounting Standards codification. The amendments in this Update also provide a technical correction to the Accounting Standards Codification. The correction moves guidance that ~~was~~require ~~previously~~new ~~included~~disclosures inas the Overview and Background Section to the definition of a stock dividend in the Master Glossary. That guidance indicates that a stock dividend takes nothing from the property of the corporation and adds nothing to the interests of the stockholders. It also indicates that the proportional interest of each shareholder remains the same, and is a key factor to consider in determining whether a distribution is a stock dividend.follows:

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-02 “Consolidation Topic 810 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification”, which provides amendments to Subtopic 810-10 and related guidance within U.S. GAAP to clarify that the scope of the decrease in ownership provisions of the Subtopic and related guidance applies to the following:

	1.	Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.
	2.	Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).

~~1. A subsidiary or group of assets that is a business or nonprofit activity~~F-7

2.This AUpdate ~~subsidiary~~provides ~~that~~amendments isto aSubtopic ~~business~~820-10 ~~or nonprofit activity~~ that isclarify ~~transferred~~existing todisclosures anas ~~equity method investee or joint venture~~follows:

3. An exchange of a group of assets that constitutes a business or nonprofit activity for a noncontrolling interest in an entity (including an equity method investee or joint venture).

	1.	Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.
	2.	Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.

~~The~~This Update also includes conforming amendments into ~~this~~the ~~Update~~guidance ~~also~~on ~~clarify~~employers’ ~~that~~disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the ~~decrease~~terminology infrom ~~ownership~~major categories of assets to classes of assets and provide a cross reference to the guidance in Subtopic ~~810~~820-10 ~~does~~on ~~not~~how ~~apply~~to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the ~~following~~disclosures ~~transactions~~about ~~even~~purchases, ifsales, ~~they~~issuances, ~~involve~~and ~~businesses:~~settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.

1In December 2010, the FASB issued the FASB Accounting Standards Update No. ~~Sales~~2010-28 ”Intangibles—Goodwill and Other (Topic 350): When to Perform Step 2 of inthe ~~substance~~Goodwill ~~real~~Impairment ~~estate~~Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”).Under ~~Entities~~ASU 2010-28, if the carrying amount of a reporting unit is zero or negative, an entity must assess whether it is more likely than not that goodwill impairment exists. To make that determination, an entity should ~~apply~~consider whether there are adverse qualitative factors that could impact the ~~sale~~amount of ~~real~~goodwill, ~~estate~~including ~~guidance~~those listed in ~~Subtopics~~ASC ~~360~~350-20-35-30. ~~(Property~~As a result of the new guidance, ~~Plant~~an entity can no longer assert that a reporting unit is not required to perform the second step of the goodwill impairment test because the carrying amount of the reporting unit is zero or negative, ~~and~~despite ~~Equipment)~~the ~~and~~existence ~~976~~of qualitative factors that indicate goodwill is more likely than not impaired. ASU 2010-~~605~~28 ~~(Retail/Land)~~is toeffective ~~such~~for ~~transactions~~public entities for fiscal years, and for interim periods within those years, beginning after December 15, 2010, with early adoption prohibited.

2In December 2010, the FASB issued the FASB Accounting Standards Update No. ~~Conveyances~~2010-29 ”Business Combinations (Topic 805): Disclosure of ~~oil~~Supplementary ~~and~~Pro ~~gas~~Forma ~~mineral~~Information ~~rights~~for Business Combinations” (“ASU 2010-29”). ~~Entities~~ASU ~~should~~2010-29 ~~apply~~specifies that if a public entity presents comparative financial statements, the ~~mineral~~entity ~~property~~should ~~conveyance~~disclose revenue and ~~related~~earnings ~~transactions~~of ~~guidance~~the incombined ~~Subtopic~~entity ~~932-360~~as though the business combination(~~Oil~~s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and ~~Gas-Property,~~amount ~~Plant~~of material, ~~and~~nonrecurring ~~Equipment)~~pro forma adjustments directly attributable to ~~such~~the ~~transactions~~business combination included in the reported pro forma revenue and earnings. The amended guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.

If a decrease in ownership occurs in a subsidiary that is not a business or nonprofit activity, an entity first needs to consider whether the substance of the transaction causing the decrease in ownership is addressed in other U.S. GAAP, such as transfers of financial assets, revenue recognition, exchanges of nonmonetary assets, sales of in substance real estate, or conveyances of oil and gas mineral rights, and apply that guidance as applicable. If no other guidance exists, an entity should apply the guidance in Subtopic 810-10.

F-9

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

Note 3 – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $57,~~500~~295 at ~~October~~April 3130, ~~2010~~2011, ~~and had a net loss of $1,500 and net cash used in operating activities of $4,750 for the interim period then ended, respectively~~ with no revenues earned since inception.

While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note 4 – Stockholder’ ~~Equity (~~Deficit)

Issuance of common shares

F-8

The Company was incorporated on January 29, 2010 at which time 100,000 shares of common stock were issued to the Company’s founders at $0.001 per share or $1,000 for services performed.

~~During~~Contribution ~~the~~to ~~nine months ended October 31, 2010 the two shareholders of the Company contributed $4,750 for working~~ capital ~~purposes.~~

During the fiscal year ended January 31, 2011 the two (2) shareholders of the Company contributed $5,750 for working capital purposes.

For the interim period ended April 30, 2011 a shareholder of the Company contributed $545 for working capital purposes.

Note 5 – Related Party Transaction

Free office space

The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.

Note 76 – Subsequent Events

The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed.

F-109

Item 2. Management’s Discussion and Analysis orof ~~Plan~~Financial Condition and Results of ~~Operation~~Operations.

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

Plan of Operation

We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

During the next twelve months, we intend to actively seek out and investigate possible business opportunities with the intent to acquire or merge with one or more business ventures. If this happens, management will follow the procedures outlined in Item 1 above. Because the Company has limited funds, it may be necessary for the sole officer and director to either advance funds to the Company or to accrue expenses until such time as a successful business consolidation can be made. The Company will not be able to make it a condition that the target company must repay funds advanced by its officers and directors. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible.

The Company does not intend to use any employees, with the possible exception of part-time clerical assistance on an as-needed basis. Outside advisors or consultants will be used only if they can be obtained for minimal cost or on a deferred payment basis. Management is convinced that it will be able to operate in this manner and to continue its search for business opportunities during the next twelve months

We do not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury or with additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.

During the next 12 months we anticipate incurring costs related to: filing of Exchange Act reports, and consummating an acquisition.

(i) filing of Exchange Act reports, and

(ii) consummating an acquisition.

We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned by or invested in us by our stockholders, management or other investors.

We are in the development stage and have negative working capital, negative stockholders’ equity and have not earned any revenues from operations to date. These conditions raise substantial doubt about our ability to continue as a going concern. We are currently devoting its efforts to locating merger candidates. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.

We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Our officers and directors have not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

On August 10, 2010, by a resolution of the Board of Directors, the Company changed its name to Bailey Frances Corporation. The financial statements give effect to such name change.

Results of Operation

We have not had any operating income since inception. For the three months ended ~~October~~April 3130, ~~2010~~2011 we incurred a net loss of $~~500~~0. ~~and~~Since ~~since~~ inception we have incurred a net loss of $57,~~500~~295. Expenses from inception were comprised of costs mainly associated with legal, accounting and office expense.

Liquidity and Capital Resources

At October 31, 2010, we had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company. However, our shareholders are under no obligation to provide such funding.

Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.

As reflected in the accompanying financial statements, the Company is in the development stage with no operations have a net loss of $5,000 from inception, and used no cash in operations for the period from January 29, 2010(inception) to October 31, 2010. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern

~~Richard~~Liquidity Anslow will supervise the search for target companies as potential candidates for a business combination. Richard Anslow will pay, at his own expense, any costs she incurs in supervising the search for a target company. Richard Anslow may enter into agreements with other consultants to assist in locating a target company and ~~may~~Capital share stock received by it or cash resulting from the sale of its securities with such other consultants. Richard Anslow controls us and therefore has the authority to enter into any agreement binding us. Richard Anslow as our sole officer, director and only shareholder can authorize any such agreement binding us.Resources

At April 30, 2011, we had cash of $0. Therefore we have limited capital resources and will rely upon the issuance of common stock and additional capital contributions from stockholders to fund administrative expenses pending acquisition of an operating company. In the event such efforts are unsuccessful, contingent plans have been arranged to provide that our current director is to fund required future filings under the Exchange Act, and existing stockholders have expressed an interest in additional funding if necessary to continue as a going concern.

We currently do not have enough cash to satisfy our minimum cash requirements for the next twelve months. As reflected in the accompanying financial statements, we are in the development stage with limited operations. This raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Due to the fact that the Company has limited funds, it may be necessary for the sole officer and director to either advance funds to the Company or to accrue expenses until such time as a successful business consolidation can be made. The Company will not make it a condition that the target company must repay funds advanced by its officers and directors. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. However, if the Company engages outside advisors or consultants in its search for business opportunities, it may be necessary for the Company to attempt to raise additional funds. As of the date hereof, the Company has not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital. In the event the Company does need to raise capital most likely the only method available to the Company would be the private sale of its securities. Because of the nature of the Company as a development stage company, it is unlikely that it could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender. There can be no assurance that the Company will able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on terms acceptable to the Company.

Critical Accounting Policies

WeOur ~~have~~financial ~~identified~~statements and related public financial information are based on the ~~policies~~application ~~outlined~~of ~~below~~accounting asprinciples ~~critical~~generally toaccepted ~~our~~in ~~business~~the ~~operations~~United ~~and~~States an(“GAAP”). ~~understanding~~GAAP requires the use of ~~our~~estimates; ~~results~~assumptions, judgments and subjective interpretations of ~~operations~~accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. ~~The~~These ~~list~~estimates iscan ~~not~~also ~~intended~~affect tosupplemental beinformation acontained ~~comprehensive~~in ~~list~~our ofexternal ~~all~~disclosures ofincluding information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting ~~policies~~assumptions adhere to GAAP and are consistently and conservatively applied. InWe ~~many~~base ~~cases,~~our ~~the~~estimates ~~accounting~~on ~~treatment~~historical ofexperience aand ~~particular~~on ~~transaction~~various isother ~~specifically~~assumptions ~~dictated~~that bywe ~~accounting~~believe ~~principles~~to ~~generally~~be ~~accepted~~reasonable inunder the ~~United~~circumstances. ~~States,~~Actual ~~with~~results nomay ~~need~~differ ~~for~~materially ~~management's~~from ~~judgment~~these inestimates ~~their~~under ~~application~~different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

~~The~~Our ~~Company~~significant ~~accounts~~accounting ~~for~~policies ~~income~~are ~~taxes~~summarized ~~under~~in ~~the~~Note ~~Statement~~1 of ~~Financial~~our ~~Accounting~~financial ~~Standards No~~statements. ~~109,~~While ~~“Accounting~~all ~~for~~these ~~Income~~significant ~~Taxes”~~accounting ~~(“SFAS~~policies ~~109”). Under~~impact ~~SFAS~~its ~~109,~~financial ~~deferred~~condition ~~tax~~and ~~assets~~results ~~and~~of ~~liabilities~~operations, ~~are~~we ~~recognized~~view ~~for~~certain ~~the~~of ~~future~~these ~~tax~~policies ~~consequences~~as ~~attributable~~critical. Policies determined to ~~differences~~be ~~between~~critical are those policies that have the ~~financial~~most ~~statement~~significant ~~carrying~~impact ~~amounts~~on ofour ~~existing~~financial ~~assets~~statements and ~~liabilities~~require ~~and~~management ~~their~~to ~~respective~~use ~~tax~~a ~~bases. Deferred~~greater ~~tax~~degree ~~assets~~of judgment and ~~liabilities~~estimates. ~~are~~Actual ~~measured~~results ~~using~~may ~~enacted~~differ ~~tax~~from ~~rates~~those ~~expected~~estimates. toOur ~~apply~~management tobelieves ~~taxable~~that ~~income~~given incurrent ~~the~~facts ~~years~~and incircumstances, ~~which~~it ~~those~~is ~~temporary~~unlikely ~~differences~~that ~~are~~applying ~~expected~~any toother bereasonable ~~recovered~~judgments or ~~settled. Under~~estimate ~~SFAS~~methodologies ~~109,~~would ~~the~~cause effect on ~~deferred~~our ~~tax~~results ~~assets and liabilities~~ of aoperations, ~~change~~financial inposition ~~tax~~or ~~rates~~liquidity isfor ~~recognized~~the inperiods ~~income~~presented in ~~the~~this ~~period that includes the enactment date~~report.

Recent Pronouncements

In January 2010, the Financial Accounting Standards Bureau (“FASB”) issued ~~the~~ FASB Accounting Standards Update No. 2010-0106 “~~Equity~~Fair ~~Topic~~Value ~~505~~Measurements –and ~~Accounting~~Disclosures ~~for~~(Topic ~~Distributions~~820) toImproving ~~Shareholders~~Disclosures ~~with~~about ~~Components~~Fair ofValue ~~Stock and Cash~~Measurements”, which ~~clarify~~provides ~~that~~amendments ~~the stock portion of a distribution~~ to ~~shareholders~~Subtopic that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share (“EPS”)). Those distributions should be accounted for and included in EPS calculations in accordance with paragraphs 480820-10~~-25-~~ 14 and 260-10-45-45 through 45-47 of the FASB Accounting Standards codification. The amendments in this Update also provide a technical correction to the Accounting Standards Codification. The correction moves guidance that ~~was~~require ~~previously~~new ~~included~~disclosures inas the Overview and Background Section to the definition of a stock dividend in the Master Glossary. That guidance indicates that a stock dividend takes nothing from the property of the corporation and adds nothing to the interests of the stockholders. It also indicates that the proportional interest of each shareholder remains the same, and is a key factor to consider in determining whether a distribution is a stock dividend.follows:

	1.	Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.
	2.	Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).

1.This AUpdate ~~subsidiary~~provides oramendments ~~group~~to ofSubtopic ~~assets~~820-10 that isclarify aexisting ~~business~~disclosures oras ~~nonprofit activity~~follows:

2. A subsidiary that is a business or nonprofit activity that is transferred to an equity method investee or joint venture

	1.	Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.
	2.	Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.

3This Update also includes conforming amendments to the guidance on employers’ disclosures about postretirement benefit plan assets (Subtopic 715-20). AnThe ~~exchange~~conforming amendments to Subtopic 715-20 change the terminology from major categories of aassets ~~group~~to classes of assets ~~that~~and ~~constitutes~~provide a ~~business~~cross orreference ~~nonprofit~~to ~~activity~~the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for ainterim ~~noncontrolling~~and ~~interest~~annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in anthe ~~entity~~roll ~~(including~~forward anof ~~equity~~activity ~~method~~in ~~investee~~Level or3 ~~joint~~fair ~~venture)~~value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.

~~The~~In ~~amendments~~August in2010, ~~this~~the ~~Update~~FASB ~~also~~issued ~~clarify~~ASU ~~that~~2010-21, “Accounting for Technical Amendments to Various SEC Rules and Schedules: Amendments to SEC Paragraphs Pursuant to Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies” (“ASU 2010-21”), was issued to conform the ~~decrease~~SEC’s reporting requirements to the terminology and provisions in ~~ownership~~ASC ~~guidance~~805, Business Combinations, and in ~~Subtopic~~ASC 810-10, ~~does~~Consolidation. ~~not~~ASU ~~apply~~No. 2010-21 was issued to reflect SEC Release No. 33-9026, “Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies,” which was effective April 23, 2009. The ASU also proposes additions or modifications to the ~~following~~XBRL ~~transactions~~taxonomy ~~even~~as ifa ~~they~~result ~~involve~~of ~~businesses:~~the amendments in the update.

1. Sales of in substance real estate. Entities should apply the sale of real estate guidance in Subtopics 360-20 (Property, Plant, and Equipment) and 976-605 (Retail/Land) to such transactions.

2. Conveyances of oil and gas mineral rights. Entities should apply the mineral property conveyance and related transactions guidance in Subtopic 932-360 (Oil and Gas-Property, Plant, and Equipment) to such transactions.

IfIn aAugust ~~decrease~~2010, inthe ~~ownership~~FASB ~~occurs~~issued inASU a2010-22, ~~subsidiary~~“Accounting ~~that~~for isVarious ~~not~~Topics: aTechnical ~~business~~Corrections orto ~~nonprofit~~SEC ~~activity~~Paragraphs” (“ASU 2010-22”), anwhich ~~entity~~amends ~~first~~various ~~needs~~SEC toparagraphs ~~consider~~based ~~whether~~on external comments received and the ~~substance~~issuance of ~~the~~SEC ~~transaction~~Staff ~~causing~~Accounting ~~the~~Bulletin ~~decrease~~(SAB) inNo. ~~ownership~~112, iswhich ~~addressed~~amends inor ~~other~~rescinds Uportions of certain SAB topics.S. The ~~GAAP,~~topics ~~such~~affected asinclude ~~transfers~~reporting of inventories in condensed financial ~~assets,~~statements ~~revenue~~for ~~recognition~~Form 10-Q, ~~exchanges~~debt ofissue ~~nonmonetary~~costs ~~assets~~in conjunction with a business combination, sales of stock inby ~~substance~~subsidiary, ~~real~~gain ~~estate,~~recognition oron ~~conveyances~~sales of ~~oil~~business, ~~and~~business ~~gas~~combinations ~~mineral~~prior ~~rights,~~to ~~and~~an ~~apply~~initial ~~that~~public ~~guidance~~offering, asloss ~~applicable.~~contingent Ifand noliability ~~other~~assumed ~~guidance~~in ~~exists~~business combination, andivestitures, ~~entity~~and ~~should~~oil ~~apply~~and ~~the~~gas ~~guidance~~exchange ~~in Subtopic 810-10~~offers.

In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-28 “Intangibles—Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”).Under ASU 2010-28, if the carrying amount of a reporting unit is zero or negative, an entity must assess whether it is more likely than not that goodwill impairment exists. To make that determination, an entity should consider whether there are adverse qualitative factors that could impact the amount of goodwill, including those listed in ASC 350-20-35-30. As a result of the new guidance, an entity can no longer assert that a reporting unit is not required to perform the second step of the goodwill impairment test because the carrying amount of the reporting unit is zero or negative, despite the existence of qualitative factors that indicate goodwill is more likely than not impaired. ASU 2010-28 is effective for public entities for fiscal years, and for interim periods within those years, beginning after December 15, 2010, with early adoption prohibited.

In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-29 “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU 2010-29”). ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amended guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

Off Balance Sheet Transactions

None.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.

Item 4T4. Controls and Procedures.

~~Pursuant~~We tomaintain ~~Rule~~disclosure controls and procedures as defined in Rules 13a-15(be) ~~under~~and ~~the~~15d-15(e) ~~Securities~~of the Exchange Act ofthat ~~1934~~are ~~(“Exchange~~designed ~~Act”),~~to ~~the~~ensure ~~Company~~that ~~carried~~information ~~out~~required anto ~~evaluation,~~be ~~with~~disclosed in our reports filed or submitted to the ~~participation~~SEC ofunder the ~~Company’s~~Exchange ~~management~~Act is recorded, ~~including~~processed, summarized and reported within the ~~Company~~time periods specified by the SEC’s ~~Chief~~rules ~~Executive~~and ~~Officer~~forms, ~~(“CEO”)~~and that information is accumulated and ~~Chief~~communicated ~~Financial~~to ~~Officer~~management, ~~(“CFO”)~~including (the ~~Company’s~~ principal ~~financial~~executive and ~~accounting~~financial officer) as appropriate, ofto ~~the~~allow ~~effectiveness~~timely ofdecisions regarding required disclosures. Our Chief Executive Officer and Chief Financial Officer evaluated the ~~Company’s~~effectiveness of disclosure controls and procedures (as ~~defined~~of ~~under~~the period covered by this report, pursuant to Rule 13a-15(eb) under the Exchange Act). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report~~. Based upon that evaluation~~, the Company’s ~~CEO and CFO concluded that the Company’s~~ disclosure controls and procedures ~~are~~were effective to ensure that information required to be ~~disclosed~~included ~~by the Company~~ in ~~the~~our ~~reports~~periodic ~~that~~SEC ~~the~~filings ~~Company files or submits under the Exchange Act,~~ is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

~~Management’s~~A ~~Report~~system onof ~~Internal~~controls, ~~Controls~~no ~~over~~matter ~~Financial~~how ~~Reporting~~well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

~~Internal~~Changes ~~control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes~~ in ~~accordance~~Internal ~~with~~Control ~~U.S. generally accepted accounting principles. There has been no change in the Company’s internal control~~ over ~~financial~~Financial ~~reporting during the quarter ended October 31, 2010 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.~~Reporting

~~The~~No ~~Company’s~~changes ~~management,~~were ~~including~~made ~~the~~to ~~Company’s~~our ~~CEO and CFO, does not expect that the Company’s disclosure controls and procedures or the Company’s~~ internal ~~controls will prevent all errors and all fraud. A~~ control ~~system,~~over nofinancial ~~matter~~reporting ~~how~~during ~~well~~our ~~conceived~~most ~~and~~recently ~~operated,~~completed ~~can~~fiscal ~~provide~~quarter ~~only reasonable, not absolute, assurance~~ that ~~the~~have ~~objectives~~materially ~~of the control system are met. Further~~affected, ~~the~~or ~~design of a control system must reflect the fact that there~~ are ~~resource~~reasonably ~~constraints,~~likely ~~and the benefits of controls must be considered relative~~ to ~~their~~materially ~~costs. Because of the inherent limitations in all control systems~~affect, noour ~~evaluation~~internal ~~of the controls can provide absolute assurance that all~~ control ~~issues~~over ~~and~~financial ~~instances of fraud, if any, within the Company have been detected.~~reporting

~~Management~~PART ~~conducted~~II—OTHER an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the company’s internal control over financial reporting was effective as of October 31, 2010.INFORMATION

This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors

None

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

None.

Item 1A.

Risk Factors.

Smaller reporting companies are not required to provide the information required by this item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4. (Removed &and Reserved).

Item 5.

Other Information.

None.

Item 6.

Exhibits

(a) Exhibits

31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002

Exhibit Number		Description
31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002~~4

SIGNATURES

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

Signature		Title	Date
	BAILEY FRANCES CORPORATION
/s/ Erik Levine		Chief Executive Officer and Chief Financial Officer	December 8, 2010
Dated: June 14, 2011	By:	/s/Erik Levine
~~Erik Levine~~		Erik Levine
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

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