Originally New York (ONYI) 10QSB Quarterly report (small business)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)
[X]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES                EXCHANGE ACT OF 1934
For the quarterly period ended:  March 31, 2005
Or
[  ]           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: 000-50013
Originally New York, Inc. (Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization)	91-2107890 (I.R.S. Employer Identification No.)
2505 Anthem Village Drive, Suite E-404 Henderson, NV (Address of principal executive offices)	89052 (Zip Code)
(702) 407-8222 (Registrant's telephone number, including area code)
N/A (Former name, former address and former fiscal year, if changed since last report)

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 7,112,018

ORIGINALLY NEW YORK, INC.

(A Development Stage Company)

Table of Contents

	Page
PART I - FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Balance Sheet	4
Statements of Operations	5
Statements of Cash Flows	6
Notes	7
Item 2. Management's Discussion and Plan of Operation	9
Item 3. Controls and Procedures	9
PART II - OTHER INFORMATION	10
Item 6. Exhibits	11
SIGNATURES	12

2

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission ("Commission").  While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  For further information, refer to the financial statements and footnotes thereto, which are included in the Company's Annual Report on Form 10-KSB previously filed with the Commission on April 8, 2005, and subsequent amendments made thereto.

3

Originally New York, Inc.
(a Development Stage Company)
Balance Sheet
(unaudited)
			March 31,
			2005
Assets
Current assets:
	Cash		$	11,187
		Total current assets		11,187
			$	11,187
Liabilities and Stockholders' Equity
Current liabilities:
	Due to shareholder		$	72
	Accrued executive compensation - related party			6,633
	Accrued payroll taxes			1,165
		Total current liabilities		7,870
Stockholders' equity:
	Preferred stock, $0.001 par value, 5,000,000 shares
		authorized, no shares issued and outstanding		-
	Common stock, $0.001 par value, 20,000,000 shares
		authorized, 7,112,018 shares issued and outstanding		7,112
	Additional paid-in capital			164,729
	(Deficit) accumulated during development stage			(168,524)
				3,317
			$	11,187

4

Originally New York, Inc.
(a Development Stage Company)
Statements of Operations
(unaudited)
					&nb sp;
			Three months ended					March 12, 2001
			March 31 ,					(Inception) to
			2005			2004		March 31, 2005
Revenue			$	-		$	-	$	331
Cost of sales				-			-		213
Gross profit				-			-		118
Expenses:
	General and administrative expenses			2,774			5,654		91,998
	Commission expense			-			-		9,294
	Consulting expense - related party			-			-		44,250
	Executive compensation			1,800			1,800		17,400
	Payroll taxes - related party			-			-		1,165
	Depreciation and amortization			-			379		4,535
		Total expenses		4,574			7,833		168,642
Net (loss)			$	(4,574)		$	(7,833)	$	(168,524)
Weighted average number of
	common shares outstanding - basic and fully diluted			7,112,018			7,112,018
Net (loss) per share - basic and fully diluted			$	(0.00)		$	(0.00)

5

Originally New York, Inc.
(a Development Stage Company)
Statements of Cash Flows
(unaudited)
					&nb sp;
			Three months ended					March 12, 2001
			March 31,					(Inception) to
			2005			2004		March 31, 2005
Cash flows from operating activities
Net (loss)			$	(4,574)		$	(7,833)	$	(168,524)
Adjustments to reconcile net (loss) to
	net cash (used) by operating activities:
		Shares issued for services		-			-		5,250
		Depreciation and amortization		-			379		4,535
		Non-cash exchange of assets for executive compensation							3,697
Changes in operating assets and liabilities:
		Decrease in inventory		-			225		-
		Increase in accrued executive compensation		1,800			1,800		6,633
		Increase in accrued payroll taxes		-			396		1,165
Net cash (used) by operating activities				(2,774)			(5,033)		(147,244)
Cash flows from investing activities
	Purchase of fixed assets			-			-		(3,282)
	Website development			-			-		(4,300)
	Intangible assets			-			-		(650)
Net cash (used) by investing activities				-			-		(8,232)
Cash flows from financing activities
	Additional paid-in capital			2,500			-		19,000
	Issuances of common stock			-			-		147,591
	Increase in due to shareholder			-			-		72
Net cash provided by financing activities				2,500			-		166,663
Net increase (decrease) in cash				(274)			(5,033)		11,187
Cash - beginning				11,461			25,434		-
Cash - ending			$	11,187		$	20,401	$	11,187
Supplemental disclosures:
	Interest paid		$	-		$	-	$	-
	Income taxes paid		$	-		$	-	$	-

 

6

Originally New York, Inc.

(a Development Stage Company)

Notes

Note 1 - Basis of presentation

The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein.  It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2004 and notes thereto included in the Company's Form 10-KSB.  The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim periods are not indicative of annual results.

Note 2 - - Going concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As shown in the accompanying financial statements, the Company has incurred a net loss of ($168,524) for the period from March 1, 2001 (inception) to March 31, 2005, and had no sales.  The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its new business opportunities.  Management plans to raise additional capital via an equity offering and an officer of the Company has agreed to loan the Company funds as needed to sustain business for a period of twelve months.  However, the Company is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, without sufficient financing it would be unlikely for the Comp any to continue as a going concern.

These conditions raise substantial doubt about the Company's ability to continue as a going concern.  These financial statements do not include any adjustments that might arise from this uncertainty.

Note 3 - - Warrants and options

On June 30, 2002, the Company issued 132,273 warrants to an investment banking firm to purchase the Company's $0.001 par value common stock on a one-for-one basis.  The warrant exercise price is $0.077 per share of common stock..  On April 7, 2005, the Company agreed to extend the exercise period of the warrants from June 30, 2005 to June 30, 2006, and also agreed to the assignment of the warrants by the initial holder.  During the three months ended March 31, 2005 and 2004, no warrants have been exercised.  The warrant has been determined to have no market value using the Black-Scholes option pricing model with a market value per common share of $0.05, a risk free rate of return of 8%, an exercise period of three years and a volatility of 30%.

7

Note 4 - - Related party transactions

As of March 31, 2004, a shareholder, officer and director of the Company paid for various expenses of the Company and he is currently owed $72.  The total amount due to the individual is a loan that bears zero interest and is due on demand.

On November 1, 2002, the Company agreed to compensate the president on a month-to-month basis to perform various administrative services at a monthly rate of $600.  During the three months ended March 31, 2005 and 2004, the Company had executive compensation of $1,800 and $1,800, respectively.  As of March 31, 2005 and 2004, the balances of accrued executive compensation were $6,633 and $7,200, respectively.

The Company does not lease or rent any property.  Office services are provided without charge by an officer and director of the Company.  Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.  The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities.  If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests.  The Company has not formulated a policy for the resolution of such conflicts.

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Item 2. Management's Discussion and Plan of Operation

Forward-Looking Statements

This Quarterly Report contains forward-looking statements about Originally New York, Inc.'s business, financial condition and prospects that reflect management's assumptions and beliefs based on information currently available.  We can give no assurance that the expectations indicated by such forward-looking statements will be realized.  If any of our management's assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, our actual results may differ materially from those indicated by the forward-looking statements.

The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, managements' ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.

There may be other risks and circumstances that management may be unable to predict.  When used in this Quarterly Report, words such as,  "believes,"  "expects," "intends,"  "plans,"  "anticipates,"  "estimates"and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

Plan of Operation

We were incorporated in the State of Nevada on March 12, 2001, for the purpose of marketing a proprietary line of sports and athletic garments bearing our logo or a unique City of New York Public School designation.   Since our inception, we devoted our activities to the following:

•   Formation of the Company and obtaining start-up capital,

•   Developing our products and graphic designs,

•   Establishing and reworking our web site,

•   Seeking protection for our intellectual property and

•   Organizing our production and fulfillment capabilities.

Since our inception we have generated $331 in revenue from sales of our products and incurred expenses in the amount of $168,642.

On December 31, 2004, the Company exchanged all of its fixed assets, its website and its pending trademarks and patents to the president of the Company as partial payment of accrued and unpaid executive compensation.

As of March 31, 2005, we had $11,187 of cash on hand.  Our current assets are sufficient to meet our current liabilities of $7,870.  Management has had difficulty executing its business plan in such a fashion so as to attain sufficient growth in revenue.  Thus far we have generated minimal revenues.  Success in our niche is likely to be dependent upon our ability to obtain financing and upon future profitable operations from either (1) the continued development of our present business or (2) the development of additional business opportunities.  There are no assurances however, that the company will be successful, nor are there any assurances that we are likely to secure additional financing.  Without this, it may be difficult for us to continue as a going concern.  

9

Item 3. Controls and Procedures

Within 90 days prior to the date of filing of this report, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and our Chief Financial Officer, of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective for gathering, analyzing and disclosing the information we are required to disclose in the reports we file under the Securities Exchange Act of 1934, within the time periods specified in the SEC's rules and forms.  There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of this evaluation.

10

PART II - OTHER INFORMATION

Item 6. Exhibits

Exhibit Number	Name and/or Identification of Exhibit
31	Rule 13a-14(a)/15d-14(a) Certifications
32	Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)

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SIGNATURES

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

June 3, 2005

ORIGINALLY NEW YORK, INC.

By:/s/ Leonard H. Luner

Leonard H. Luner, Chief Executive Officer

and Chief Financial Officer

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