UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~April~~July 3031, 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 its Charter)

Nevada		27000-~~1805157~~51886		27-1805157
(State or other jurisdiction of incorporation or organization)		(~~IRS~~Commission ~~Employee~~File ~~Identification No.~~Number)		(IRS Employee Identification No.)

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

2743 Sandalwood Avenue

Henderson, Nevada

(Address of principal executive offices)

_________________

(702) 478-6841

(Registrant’s telephone number, including area code)

_________________

Not applicable

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

~~Check~~Indicate by check mark whether the ~~issuer~~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 ~~issuer~~Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See ~~definition~~definitions of “large accelerated filer” and “~~large~~ accelerated filer” and “smaller reporting company” 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~~Non-2Accelerated ofFiler o Smaller ~~the~~Reporting ~~Exchange~~Company ~~Act. Yes~~ x ~~No o~~

~~State~~(Do ~~the~~not ~~number~~check ofif ~~shares~~a ~~outstanding~~smaller ofreporting ~~each of the issuer’s classes of common equity, as of June 13, 2011: 100,000 shares of common stock.~~company)

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock. As of September 13, 2011, there were 100,000 shares, par value $.001, of Common Stock issued and outstanding.

BAILEY FRANCES CORPORATION

FORM 10-Q

~~April~~July 3031, 2011

INDEX

PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis onof ~~Plan~~Financial Condition and Results of ~~Operations~~Operation	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4.	Control and Procedures	45
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	(Removed & Reserved)	46
Item 5.	Other Information	46
Item 6.	Exhibits	46
SIGNATURE		57

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

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.

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.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. 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

(A Development Stage Company)

~~April~~July 3031, 2011 and 2010

Index to Financial Statements

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

See accompanying notes to the financial statements

BAILEY FRANCES CORPORATION

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

	April 30, 2011			January 31, 2011
	July 31, 2011 (Unaudited)			January 31, 2011
	(Unaudited)
ASSETS
Current assets
Cash	$	-		$	-
Total assets	$	-		$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	-2,344		$	545
Total current liabilities		-2,344			545
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		78,~~195~~295			6,650
Deficit accumulated during the development stage		(710,~~295~~739	)		(7,295	)
Total stockholders’ deficit		-(2,344	)		(545	)
Total liabilities and stockholders’ deficit	$	-		$	-

See accompanying notes to the financial statements

F-1

BAILEY FRANCES CORPORATION

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(Unaudited)

	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
	For the Three Months Ended July 31, 2011			For the Three Months Ended July 31, 2010
REVENUE	$	-		$	-		$	-
OPERATING EXPENSES
Professional fees		-3,444			-			~~4,795~~
Organization expenses		-			-			~~500~~
General and administrative		-			-1,000			~~2,000~~
Loss before income taxes		-(3,444	)		-(1,000	)		~~(7,295~~	)
Income tax provision		-			-			-
Net loss	$	-(3,444	)	$	-(1,000	)	$	~~(7,295~~	)
Net loss per common share – basic and diluted	$	-(0.03	)	$	-(0.01	)	$	~~(0.07~~	)
Weighted average number of common shares outstanding – basic and diluted		100,000			100,000			100,000
Weighted average common shares outstanding – basic and diluted		100,000			100,000

See accompanying notes to the financial statements.

F-2

BAILEY FRANCES CORPORATION

(A DEVELOPMENT STAGE COMPANY)

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

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

(Unaudited)

	Common Stock
	For the Six Months Ended July 31, 2011			For the Six Months Ended July 31, 2010			For the period from January 29, 2010 (Inception) through July 31, 2011
	Shares			Amount			Additional Paid in Capital			Accumulated Deficit			Total Stockholders’ Equity (Deficit)
REVENUE	$	-		$	-		$	-
January 29, 2010 (Inception)		100,000		$	100		$	900		$	-		$	1,000
OPERATING EXPENSES
Net loss											(4,000	)		(4,000	)
Professional fees		3,444			-			8,239
Balance, January 31, 2010		100,000			100			900			(4,000	)		(3,000	)
Organization expenses		-			-			500
Contribution to capital								5,750						5,750
General and administrative		-			1,000			2,000
Net loss											(3,295	)		(3,295	)
Loss before income taxes		(3,444	)		(1,000	)		(10,739	)
Balance, January 31, 2011		100,000			100			6,650			(7,295	)		(545	)
Income tax provision		-			-			-
Contribution to capital								545						545
Net loss	$	(3,444	)	$	(1,000	)	$	(10,739	)
Net loss											-			-
Net loss per common share – basic and diluted	$	(0.03	)	$	(0.01	)	$	(0.11	)
Balance, April 30, 2011		100,000		$	100		$	7,195		$	(7,295	)	$	-
Weighted average common shares outstanding – basic and diluted		100,000			100,000			100,000

See accompanying notes to the financial statements.

F-3

BAILEY FRANCES CORPORATION

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

For the Period from January 29, 2010 (Inception) through July 31, 2011

(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						5,750					5,750

Net loss								(3,295	)		(3,295	)

Balance, January 31, 2011		100,000		100		6,650		(7,295	)		(545	)

Contribution to capital						1,645					1,645

Net loss								(3,444	)		(3,444	)

Balance, July 31, 2011		100,000	$	100	$	8,295	$	(10,739	)	$	(2,344	)

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 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
	For the Six Months Ended July 31, 2011			For the Six Months Ended July 31, 2010			For the period from January 29, 2010 (Inception) through July 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	-(3,444	)	$	-(1,000	)	$	(710,~~295~~739	)
Common stock issued for services		-			-			1,000
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accrued expenses		~~(545~~1,799	)		-(3,000	)		-2,344
Net cash used in operating activities		(~~545~~1,645	)		-(4,000	)		(67,~~295~~395	)
CASH FLOWS FROM FINANCING ACTIVITIES
Contribution to capital		~~545~~1,645			-4,000			67,~~295~~395
Net cash provided by financing activities		~~545~~1,645			-4,000			67,~~295~~395
Net change in cash		-			-			-
Cash, beginning of the period		-			-			-
Cash, end of the period	$	-		$	-		$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

See accompanying notes to the financial statements

F-45

~~AILEY~~BAILEY FRANCES CORPORATION

(A DEVELOPMENT STAGE COMPANY)

~~April~~July 3031, 2011 AND 2010

NOTES TO THE FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 – Nature of Operations

AJBailey ~~Acquisition~~Frances ~~Corp.~~Corporation ~~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. 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 – unaudited interim financial information

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 fiscal year ended January 31, 2011 and notes thereto contained in the Company’s Annual Report on Form 10-K as filed with the SEC on May 12, 2011.

Development stage company

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.

F-6

Use of estimates

The preparation of financial statements in conformity with ~~accounting~~U.S. ~~principles~~GAAP ~~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 asand ~~well as~~ the ~~reported~~reporting ~~amount~~amounts of revenues and expenses during the ~~reporting~~reported period. ~~Actual~~Significant ~~results~~estimates ~~could~~include ~~differ~~the ~~from~~estimated ~~these~~useful ~~estimates~~lives of property and equipment, software copyright and technology.

~~Due~~The toCompany’s significant estimates include the ~~limited~~fair ~~level~~value of ~~operations,~~financial ~~the~~instruments; ~~Company~~income ~~has~~tax ~~not~~rate ~~had~~and tovaluation ~~make~~allowance ~~material~~of ~~assumptions~~deferred ortax ~~estimates~~assets; ~~other~~and ~~than~~ the assumption that the Company iswill continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

~~F-5~~Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

~~Fiscal~~Management ~~year~~regularly ~~end~~reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

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

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 generally accepted accounting principles (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.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

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. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable 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.~~F-7

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.

~~Commitment~~Related ~~and contingencies~~parties

The Company follows subtopic ~~450~~850-2010 of the FASB Accounting Standards Codification ~~to report accounting~~ for ~~contingencies. Liabilities~~the ~~for~~identification ~~loss~~of ~~contingencies~~related ~~arising~~parties ~~from claims, assessments, litigation, fines~~ and ~~penalties~~disclosure ~~and other sources are recorded when it is probable that a liability has been incurred and the amount~~ of ~~the~~related ~~assessment~~party ~~can be reasonably estimated~~transactions.

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitments and contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

F-8

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Revenue recognition

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.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

F-9

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~~to noreflect ~~potentially~~the ~~dilutive~~potential dilution that could occur from common shares ~~outstanding~~issuable asthrough ofcontingent ~~April~~shares 30issuance arrangement, ~~2011~~stock options or ~~2010~~warrants.

There were no potentially dilutive shares outstanding as of July 31, 2011 or 2010.

Cash flows reporting

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~~May 2011, the FASB issued the FASB Accounting Standards Update No. ~~2010~~2011-0604 “Fair Value ~~Measurements~~Measurement” (“ASU 2011-04”). This amendment and ~~Disclosures~~guidance ~~(Topic~~are ~~820)~~the ~~Improving~~result ~~Disclosures~~of ~~about~~the ~~Fair~~work ~~Value~~by ~~Measurements”,~~the ~~which~~FASB ~~provides~~and ~~amendments~~the IASB to ~~Subtopic~~develop ~~820-10~~common ~~that~~requirements ~~require~~for ~~new~~measuring ~~disclosures~~fair asvalue ~~follows:~~and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards (IFRSs).

	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).

This update does not modify the requirements for when fair value measurements apply; rather, they generally represent clarifications on how to measure and disclose fair value under ASC 820, Fair Value Measurement, including the following revisions:

~~F-7~~· An entity that holds a group of financial assets and financial liabilities whose market risk (that is, interest rate risk, currency risk, or other price risk) and credit risk are managed on the basis of the entity’s net risk exposure may apply an exception to the fair value requirements in ASC 820 if certain criteria are met. The exception allows such financial instruments to be measured on the basis of the reporting entity’s net, rather than gross, exposure to those risks.

~~This~~· ~~Update~~In ~~provides~~the ~~amendments~~absence toof ~~Subtopic~~a ~~820-10~~Level ~~that~~1 ~~clarify~~input, ~~existing~~a ~~disclosures~~reporting asentity ~~follows:~~should apply premiums or discounts when market participants would do so when pricing the asset or liability consistent with the unit of account.

	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.

·	Additional disclosures about fair value measurements.

~~This Update also includes conforming amendments to the guidance on employers’ disclosures about postretirement benefit plan assets (Subtopic 715~~F-~~20). The conforming amendments to Subtopic 715-20 change the terminology from major categories of assets to classes of assets and provide a cross reference to 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 interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and 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.

InThe ~~December~~amendments ~~2010,~~in ~~the~~this ~~FASB issued the FASB Accounting Standards~~ Update ~~No.~~are ~~2010-28 ”Intangibles—Goodwill and Other (Topic 350): When~~ to ~~Perform~~be ~~Step~~applied 2prospectively ofand 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~~entity ~~for~~during ~~fiscal~~interim ~~years,~~ and ~~for~~annual ~~interim~~ periods ~~within those years,~~ beginning after December 15, ~~2010, with early adoption prohibited~~2011.

In ~~December~~June ~~2010~~2011, the FASB issued the FASB Accounting Standards Update No. ~~2010~~2011-2905 “ ~~”Business~~Comprehensive ~~Combinations~~Income (~~Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations” (~~“ASU ~~2010~~2011-2905”)., ~~ASU~~which ~~2010-29~~was ~~specifies~~the ~~that~~result ifof a ~~public~~joint ~~entity~~project ~~presents~~with ~~comparative financial statements,~~ the ~~entity~~IASB ~~should disclose revenue~~ and ~~earnings~~amends of the ~~combined~~guidance ~~entity~~in asASC ~~though~~220, ~~the~~Comprehensive ~~business~~Income, ~~combination(s)~~by ~~that~~eliminating ~~occurred during~~ the ~~current~~option ~~year~~to ~~had~~present ~~occurred~~components as of ~~the~~other ~~beginning~~comprehensive ofincome ~~the~~(OCI) ~~comparable~~in ~~prior~~the ~~annual~~statement ~~reporting~~of ~~period~~stockholders’ ~~only~~equity. ~~The~~Instead, ~~amendments~~the innew ~~this~~guidance ~~Update~~now ~~also~~gives ~~expand~~entities the ~~supplemental~~option ~~pro~~to ~~forma~~present ~~disclosures~~all ~~under~~nonowner ~~Topic~~changes ~~805~~in tostockholders’ ~~include~~equity aeither ~~description~~as ofa ~~the~~single ~~nature~~continuous ~~and~~statement ~~amount~~ of ~~material,~~comprehensive ~~nonrecurring~~income ~~pro~~or ~~forma~~as ~~adjustments~~two ~~directly~~separate ~~attributable~~but toconsecutive statements. ~~the~~Regardless ~~business~~of ~~combination~~whether ~~included~~an inentity ~~the~~chooses ~~reported~~to ~~pro~~present ~~forma~~comprehensive ~~revenue~~income ~~and~~in ~~earnings.~~a ~~The~~single ~~amended~~continuous ~~guidance~~statement isor ~~effective~~in ~~prospectively~~two ~~for~~separate ~~business~~but ~~combinations~~consecutive ~~for~~statements, ~~which~~ the ~~acquisition~~amendments ~~date~~require isentities onto orpresent ~~after~~all ~~the~~reclassification ~~beginning~~adjustments offrom ~~the~~OCI ~~first~~to ~~annual~~net ~~reporting~~income ~~period beginning~~ on orthe ~~after~~face ~~December~~of ~~15,~~the ~~2010.~~statement ~~Early~~of ~~adoption~~comprehensive ~~is permitted~~income.

The amendments in this Update should be applied retrospectively and are effective for public entity for fiscal years, and interim periods within those years, beginning after December 15, 2011.

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~~has a deficit accumulated during the development stage of $710,~~295~~739 at ~~April~~July 3031, 2011, and had a net loss of $2,344 and net cash used in operating activities of $1,645 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’ Deficit

Issuance of common shares

F-811

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.

Contribution to capital

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~~July 3031, 2011 a shareholder of the Company contributed $~~545~~1,645 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 6 – 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-912

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of 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 the filing of Exchange Act reports, and consummating an acquisition.

We believe we will be able to meet these costs through the 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~~our 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.

Results of Operation

We have not ~~had~~generated any operating income since inception. For the ~~three~~six months ended ~~April~~July 3031, 2011, we incurred a net loss of $03,444. Since inception we have incurred aaccumulated net ~~loss~~losses oftotaling $710,~~295~~739. Expenses from inception were comprised of costs mainly associated with legal, accounting and office ~~expense~~expenses.

Liquidity and Capital Resources

At ~~April~~July 3031, 2011, we had cash of $0. ~~Therefore~~We 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

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.

Recent Pronouncements

In ~~January~~May ~~2010~~2011, the ~~Financial Accounting Standards Bureau (“~~FASB”) issued the FASB Accounting Standards Update No. ~~2010~~2011-0604 “Fair Value ~~Measurements~~Measurement” (“ASU 2011-04”). This amendment and ~~Disclosures~~guidance ~~(Topic~~are ~~820)~~the ~~Improving~~result ~~Disclosures~~of ~~about~~the ~~Fair~~work ~~Value~~by ~~Measurements”,~~the ~~which~~FASB ~~provides~~and ~~amendments~~the IASB to ~~Subtopic~~develop ~~820-10~~common ~~that~~requirements ~~require~~for ~~new~~measuring ~~disclosures~~fair asvalue ~~follows:~~and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards (IFRSs).

	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).

~~This~~· ~~Update~~An ~~provides~~entity ~~amendments~~that holds a group of financial assets and financial liabilities whose market risk (that is, interest rate risk, currency risk, or other price risk) and credit risk are managed on the basis of the entity’s net risk exposure may apply an exception to ~~Subtopic~~the fair value requirements in ASC 820~~-10~~ ~~that~~if ~~clarify~~certain ~~existing~~criteria ~~disclosures~~are asmet. ~~follows:~~The exception allows such financial instruments to be measured on the basis of the reporting entity’s net, rather than gross, exposure to those risks.

	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.

·	In the absence of a Level 1 input, a reporting entity should apply premiums or discounts when market participants would do so when pricing the asset or liability consistent with the unit of account.

~~This~~· ~~Update~~Additional ~~also includes conforming amendments to the guidance on employers’~~ disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categories of assets to classes of assets and provide a cross reference to 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 interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and 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.~~

In August 2010, the FASB issued ASU 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 SEC’s reporting requirements to the terminology and provisions in ASC 805, Business Combinations, and in ASC 810-10, Consolidation. ASU 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 XBRL taxonomy as a result of the amendments in the update.4

3The amendments in this Update are to be applied prospectively and are effective for public entity during interim and annual periods beginning after December 15, 2011.

In ~~August~~June ~~2010~~2011, the FASB issued ~~ASU~~the ~~2010-22,~~FASB “Accounting ~~for~~Standards ~~Various~~Update ~~Topics:~~No. ~~Technical~~2011-05 ~~Corrections~~“ Comprehensive toIncome ~~SEC Paragraphs”~~ (“ASU ~~2010~~2011-2205”), which ~~amends~~was ~~various~~the ~~SEC~~result ~~paragraphs~~of ~~based~~a onjoint ~~external~~project ~~comments~~with ~~received~~the IASB and amends the ~~issuance~~guidance ofin ~~SEC~~ASC ~~Staff~~220, ~~Accounting~~Comprehensive ~~Bulletin~~Income, ~~(SAB)~~by ~~No.~~eliminating ~~112,~~the ~~which~~option ~~amends~~to orpresent ~~rescinds~~components ~~portions~~ of ~~certain~~other ~~SAB~~comprehensive ~~topics. The~~income ~~topics~~(OCI) ~~affected~~in ~~include~~the ~~reporting~~statement of ~~inventories~~stockholders’ inequity. ~~condensed~~Instead, ~~financial~~the ~~statements~~new ~~for~~guidance ~~Form~~now ~~10-Q,~~gives ~~debt~~entities ~~issue~~the ~~costs~~option to present all nonowner changes in ~~conjunction~~stockholders’ ~~with~~equity either as a ~~business~~single ~~combination,~~continuous ~~sales~~statement of ~~stock~~ bycomprehensive ~~subsidiary,~~income ~~gain~~or ~~recognition~~as ontwo ~~sales~~separate but consecutive statements. Regardless of ~~business,~~whether ~~business~~an ~~combinations~~entity ~~prior~~chooses to anpresent ~~initial~~comprehensive ~~public~~income ~~offering,~~in ~~loss~~a ~~contingent~~single ~~and~~continuous ~~liability~~statement ~~assumed~~or in ~~business~~two ~~combination,~~separate ~~divestitures~~but consecutive statements, ~~and~~the ~~oil~~amendments ~~and~~require ~~gas~~entities ~~exchange~~to ~~offers~~present all reclassification adjustments from OCI to net income on the face of the statement of comprehensive income.

InThe ~~December~~amendments ~~2010,~~in ~~the~~this ~~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~~be ~~whether~~applied ~~there~~retrospectively and 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~~entity for fiscal years, and ~~for~~ interim periods within those years, beginning after December 15, ~~2010, with early adoption prohibited~~2011.

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~~Not ~~Company~~required isfor ~~subject~~Smaller toReporting ~~certain market risks, including changes in interest rates and currency exchange rates~~Companies. ~~The Company does not undertake any specific actions to limit those exposures.~~

Item 4.

Controls and Procedures.

Wea) ~~maintain~~Evaluation of disclosure controls and procedures. asPursuant ~~defined~~to inRule ~~Rules~~ 13a-15(eb) ~~and~~under ~~15d-15(e) of~~ the Securities Exchange Act ~~that~~of ~~are~~1934 ~~designed~~(“Exchange toAct”), ~~ensure~~the ~~that~~Company ~~information~~carried ~~required~~out toan beevaluation, ~~disclosed~~with ~~in our reports filed or submitted to~~ the ~~SEC~~participation ~~under~~of the ~~Exchange~~Company’s ~~Act is recorded~~management, ~~processed,~~including ~~summarized and reported within~~ the ~~time periods specified by the SEC~~Company’s ~~rules~~Chief ~~and~~Executive ~~forms,~~Officer ~~and~~(“CEO”) ~~that information is accumulated~~ and ~~communicated~~Chief toFinancial ~~management,~~Officer ~~including~~(“CFO”) (the Company’s principal ~~executive~~financial and ~~financial~~accounting officer ~~as appropriate~~), toof ~~allow timely decisions regarding required disclosures. Our Chief Executive Officer and Chief Financial Officer evaluated~~ the effectiveness of the Company’s disclosure controls and procedures (as ofdefined ~~the~~under ~~period covered by this report, pursuant to~~ Rule 13a-15(be) 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 ~~were~~are effective to ensure that information required to be ~~included~~disclosed by the Company in ~~our~~the ~~periodic~~reports ~~SEC~~that ~~filings~~the 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.

A(b) Changes ~~system~~in ofinternal ~~controls,~~control noover ~~matter~~financial ~~how~~reporting. ~~well~~There ~~designed~~have ~~and~~been ~~operated,~~no ~~cannot~~changes ~~provide~~in ~~absolute~~our ~~assurance~~internal ~~that~~control ~~the~~over ~~objectives~~financial ofreporting ~~the~~that ~~system~~occurred ofduring ~~controls~~the ~~are~~last ~~met,~~fiscal ~~and~~quarter nothat ~~evaluation~~has ofmaterially ~~controls~~affected, ~~can~~or ~~provide~~is ~~absolute~~reasonably ~~assurance~~likely ~~that~~to ~~all~~materially ~~control issues and instances of fraud~~affect, ifour ~~any,~~internal ~~within~~control aover ~~company~~financial ~~have been detected~~reporting.

~~Changes in Internal Control over Financial Reporting~~5

No changes were made to our internal control over financial reporting during our most recently completed fiscal quarter 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.

~~None~~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.

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

Exhibit Number		Description
31.1		Certification ~~Pursuant~~of Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15(d)-14(a)).
32.1		Certification of Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. ~~Section~~ 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		Interactive Data File (Form 10-Q for the quarterly period ended July 31, 2011 furnished in XBRL)

4In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

SIGNATURES

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

	BAILEY FRANCES CORPORATION
Dated: June 14, 2011	By:	/s/Erik Levine
Dated: September 13, 2011	By:	/s/Erik Levine
		Erik Levine
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)
		Chief Executive Officer and Chief Financial Officer (Duly Authorized Officer, Principal Executive Officer and Principal Financial Officer)

5 7

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