Matches (MTXS) POS AM Prospectus update (post-effective amendment)

As filed with the Securities and Exchange Commission on November 22, 2010

Registration No. 333-149293

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 1 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Matches, Inc.

(Name of small business issuer in its charter)

Wyoming	3942	68-0664590
(State or Other Jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
Incorporation or Organization)	Classification Code Number)	Identification No.)

Matches, Inc.

73726 Alessandro Dr., Suite 103

Palm Desert, CA 92260

(760) 636-1790 x 202

(Address and telephone number of principal executive offices

and principal place of business)

Pioneer Corporate Services

214 West Lincoln, Suite 23

Cheyenne, WY 82001

(307) 635-1458

 (Name, address and telephone number for agent for service)

Copies to:

Harold Gewerter, Esq.

5440 W. Sahara Ave. 3rd Floor

Las Vegas, NV 89146

Approximate date of proposed sale to the public: Completed

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering..

If this Form is a post effective amendment filed under Rule 462(c) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering..

If this Form is a post effective amendment filed under Rule 462(d) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering..

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box..

F-1

UPDATED FINANCIALS

MATCHES, INC.

(A DEVELOPMENT STAGE COMPANY)

AUDITED FINANCIAL STATEMENTS

FOR THE PERIODS OF

NOVEMBER 28, 2007 (DATE OF INCEPTION)

TO DECEMBER 31, 2009 AND 2008

SAM KAN AND COMPANY

1151 HARBOR BAY PKWY, STE 101

ALAMEDA, CA 94502

F-2

TABLE OF CONTENTS

	Page
INDEPENDENT AUDITOR’S REPORT	F-3
FINANCIAL STATEMENTS
Balance Sheet	F-4
Statement of Operations	F-5
Statement of Cash Flows	F-6
Statement of Stockholders’ Equity	F-7
Notes to Financial Statements	F-8

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors

Matches, Inc.

(A Development Stage Company)

Palm Springs, California

We have audited the accompanying balance sheets of Matches, Inc. as of December 31, 2009 and 2008, and the related statements of operations, stockholders' equity (deficit), and cash flows for the years ended December 31, 2009 and 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Matches, Inc. (A Development Stage Company) as of December 31, 2009 and 2008, and the results of their operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

We were not engaged to examine management's assessment of the effectiveness of Matches, Inc.’s internal control over financial reporting as of December 31, 2009 and 2008, and accordingly, we do not express an opinion thereon.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the consolidated financial statements, the Company has suffered recurring losses and has experienced negative cash flows from operations, which raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to those matters are also described in Note B to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sam Kan & Company

Sam Kan & Company

March 31, 2010

Alameda, California

F-4

MATCHES, INC.
(A Development Stage Enterprise)
Balance Sheets
		December 31,
		2009		2008
ASSETS
Current assets
	Cash
	Prepaid Expenses	$	-	$	-
	Other recievable-related party		1,200		1,200
Total current assets			1,200		1,200
Total assets		$	1,200	$	1,200
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
	Accounts payable	$	3,000	$	2,310
Total current liabilities			3,000		2,310
Stockholders' Deficit
	Common stock, $.0001 par value; 80,000,000 shares authorized, 4,275,000 and 4,195,000    shares issued and outstanding at December 30, 2009 and 2008		4,275		4,195
	Additional paid in capital		23,035		22,315
	Deficit accumulated during the development stage		(29,110)		(27,620)
Total stockholders' deficit			(1,800)		(1,110)
Total liabilities and stockholders' deficit		$	1,200	$	1,200
See accompanying notes to financial statements

F-5

MATCHES, INC.
(A Development Stage Enterprise)
Statement of Operations
		Year Ended December 31, 2009		Year Ended December 31, 2008		For the period from November 28, 2007 (inception) to December 31, 2009
Revenue		$	-	$	-	$	-
Expenses
	General and administrative		1,490		23,135		29,110
Total expenses			1,490		23,135		29,110
Net loss		$	(1,490)	$	(23,135)	$	(29,110)
Basic and diluted loss per common share		$	(0.0004)	$	(0.0080)
Weighted average shares outstanding			3,581,365		2,903,934
See accompanying notes to financial statements

F-6

MATCHES, INC.
(A Development Stage Enterprise)
Statements of Cash Flows
			Year Ended December 31, 2009		Year Ended December 31, 2008		For the period from November 28, 2007 (inception) to December 31, 2009
Cash flows from operating activities
	Net loss		$	(1,490)	$	(23,135)	$	(29,110)
	Changes in operating assets and liabilities
		Stock Issuance for services		800		-		-
		other recievable		-		(1,200)		(1,200)
		Accounts payable		690		2,310		3,000
Net cash used in operating activities				-		(22,025)		(27,310)
Cash flows from investing activities				-		-		-
Cash flows from financing activities
		Common stock issued for services		-		-		-
		Proceeds from sale of stock		-		20,350		26,510
Net cash provided by financing activities				-		20,350		26,510
		Net change in cash		-		(1,675)		(800)
		Cash at beginning of period		-		1,675		-
		Cash at end of period	$	-	$	-	$	(800)
Supplemental cash flow Information:
		Non-cash transactions-stock issuance for services		800		-		-
Supplemental cash flow Information:
	Cash paid for interest		$	-	$	-	$	-
	Cash paid for income taxes		$	-	$	-	$	-
See accompanying notes to financial statements

F-7

MATCHES, INC.
(A Development Stage Enterprise)
Statement of Changes in Stockholders' Deficit
	Common Stock			Additional Paid In Capital		Accumulated Deficit		Total
	Shares	Amount
Balance, November 28, 2007 (Inception)	2,160,000	$	2,160	$	4,000	$	(4,485)	$	1,675
Common stock issued for cash	2,035,000		2,035		18,315		-		20,350
Net loss, period ended December 31, 2008	-		-		-		(23,135)		(23,135)
Balance, December 31,, 2008	4,195,00		4,195		22,315		(27,620)		(1,110)
Common stock issued for cash	80,000		80		720		-		800
Net loss, year ended December 31, 2009	-		-		-		(1,490)		(1,490)
Balance,December 31, 2009	4,275,000	$	4,275	$	23,035	$	(29,110)	$	(1,800)
See accompanying notes to financial statements

F-8

MATCHES, INC. (A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE INCEPTION PERIOD OF NOVEMBER 28, 2007
TO DECEMBER 31, 2009

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of significant accounting policies of Matches, Inc. (A Development Stage Company) (the Company) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. The Company has not realized revenues from its planned principal business purpose and is considered to be in its development state in accordance with ASC 915, “Development Stage Entities”, formerly known as SFAS 7, “Accounting and Reporting by Development State Enterprises.”

Organization, Nature of Business and Trade Name

Matches, Inc. (the Company) was incorporated in the State of Wyoming on November 28, 2007. Matches, Inc. is going to be developed as an online dating service. Clients will pay a fee and post their profile. The Company will do a character evaluation and “match” that client to other clients on the site.

Management will seek to ensure that information and photos posted on profiles are accurate. They intend to develop procedures to make the information given to a prospective match as accurate and up to date as possible to lead to the highest percentage of successful matches possible. The Company has elected a fiscal year end of December 31^st.

Basis of Presentation

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of t he company for the respective periods being presented.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.

Revenue and Cost Recognition

The Company provides internet dating services. The Company reports income and expenses on the accrual basis of accounting, whereby income is recorded when it is earned and expenses recorded when they are incurred. In this specific industry revenue from memberships is recognized as the period of membership expires. The Company currently does not have a working website, therefore, it has not acquired any memberships for recognition of revenue.

F-9

MATCHES, INC. (A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE INCEPTION PERIOD OF NOVEMBER 28, 2007
TO DECEMBER 31, 2009

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Property and Equipment

Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.

Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

The estimated useful lives of depreciable assets are:

	Estimated
	Useful Lives
Office Equipment	5-10 years
Copier	5-7 years
Vehicles	5-10 years

For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For audit purposes, depreciation is computed under the straight-line method.

Cost of Goods Sold

Job costs include all direct materials, and labor costs and those indirect costs related to development and maintenance of the website. Selling, general and administrative costs are charged to expense as incurred.

Advertising

Advertising expenses related to specific jobs are allocated and classified as costs of goods sold. Advertising expenses not related to specific jobs are recorded as general and administrative expenses.

Use of Estimates

The preparation of financial statements in accounting principles generally accepted in the United States of America 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 and the reported amounts of revenues and expenses during the reporting period.  A change in managements’ estimates or assumptions could have a material impact on Matches, Inc.’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Matches, Inc.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Common Stock

The Company has authorized common stock and has not authorized any other form of stock including preferred stock.

F-10

MATCHES, INC. (A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE INCEPTION PERIOD OF NOVEMBER 28, 2007
TO DECEMBER 31, 2009

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes.

Recently Issued Accounting Pronouncements

On July 1, 2009, Financial Accounting Standards Board (“FASB”) Accounting Standards Codification™ (“ASC”) became the sole source of authoritative Generally Accepted Accounting Principles (“GAAP”) literature recognized by the Financial Accounting Standards Board for financial statements issued for interim and annual periods ending after September 15, 2009. Rules and interpretive releases of the Security Exchange Commission (“SEC”) under authority of federal se curities laws are also sources of authoritative GAAP for SEC registrants. Except for applicable SEC rules and regulations and a limited number of grandfathered standards, all other sources of GAAP for nongovernmental entities were superseded by the issuance of ASC. ASC did not change GAAP, but rather combined the sources of GAAP and the framework for selecting among those sources into a single source. Accordingly, the adoption of ASC had no impact on the financial results of the Company.

In May 2008, FASB issued Financial Accounting Standards No. 163, “Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60.” Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred under FASB Statement No. 5, Accounting for Contingencies.  

This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years.

In May 2008, FASB issued Financial Accounting Standards No. 162, “The Hierarchy of Generally Accepted Accounting Principles.”This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. This pronouncement has no effect on this Company’s financial reporting at this time.

In March of 2008 the Financial Accounting Standards Board (FASB) issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133, “Accounting for Derivatives and Hedging Activities.”  SFAS No. 161 has the same scope as Statement No. 133 but requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement No. 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged.  The statement encourages, but does not require, comparative disclosures for earlier periods at initial adoptio n.  SFAS No. 161 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

F-11

MATCHES, INC. (A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE INCEPTION PERIOD OF NOVEMBER 28, 2007
TO DECEMBER 31, 2009

Recently Issued Accounting Pronouncements (continued)

In December, 2007, the FASB issued SFAS No. 160, “Non-controlling interests in Consolidated Financial Statements, an amendment of ARB No. 51.”   SFAS No. 160 applies to “for-profit” entities that prepare consolidated financial statements where there is an outstanding non-controlling interest in a subsidiary.  The Statement requires that the non-controlling interest be reported in the equity section of the consolidated balance sheet but identified separately from the parent.  The amount of consolidated net income attributed to the non-controlling interest is required to be presented, clearly labeled for the parent and the non-controlling entity, on the face of the consolidated statement of income.  When a subsidiary is de-consolidated, any retained non-controlling interest is to be measured at fair value.  Gain or loss on de-consolidation is recognized rather than carried as the value of the retained investment.  The St atement is effective for fiscal years and interim periods beginning on or after December 15, 2008.  It cannot be adopted earlier but, once adopted, is to be applied retroactively.  This pronouncement has no effect on this Company’s financial reporting at this time.

In December 2007, the FASB issued SFAS No.141 (revised 2007), “Business Combinations” (“SFAS 141(R)”) and SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements” (“SFAS 160”). These standards aim to improve, simplify, and converge internationally the accounting for business combinations and the reporting of non-controlling interests in consolidated financial statements.

The provisions of SFAS 141 (R) and SFAS 160 are effective for the fiscal year beginning April 1, 2009.  The adoption of SFAS 141(R) and SFAS 160 has not impacted the Company’s financial statements.

None of the above new pronouncements has current application to the Company, but may be applicable to the Company’s future financial reporting.

NOTE B – GOING CONCERN

Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.

Management expects to face strong competition from well-established companies and small independent companies. Accordingly, the Company expects to compete on the basis of price (or the value to the customer of the services performed) and, on the basis of their established reputation among customers as a quality provider of management services and our locality of operation. Without a strong performance in the growth process Management expects to be less able than our larger competitors to handle generally increasing costs and expenses of doing business. Additionally, it is expected that there may be significant technological advances in the future and Management may not have adequate resources without the strong public response anticipated to enable the Company to take advantage of such advances.

F-12

MATCHES, INC. (A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE INCEPTION PERIOD OF NOVEMBER 28, 2007
TO DECEMBER 31, 2009

NOTE C – SUBSCRIPTION AGREEMENT

In November 2007, the Company issued One Hundred Sixty Thousand (160,000) shares of common stock to its officer and director, Darren Holm at $0.001 per share.

In December 2007, the Company undertook a private offering of Two Million (2,000,000) shares of common stock. The stock was offered with a price of .003 per share. The private offering was made to Orion Investment Partners through a subscription agreement that the shares were purchased with the intention of holding the securities for investment purposes, with no intention of dividing or allowing others to participate in this investment or to sell the securities for at least one year in the event that the company becomes registered with the Securities and Exchange Commission.

In the subscription agreement the purchaser specifically agrees that if the Company has an initial public offering prior to March 15, 2008, and the underwriter in such offering requires the existing shareholders of the Company to agree to a lock-up period during which such shareholders will not dispose of or pledge their securities, the purchasers agree to the lock-up period prescribed by the underwriter. On February 19, 2008, the Company filed a registration statement on Form S-1 with the Securities and Exchange Commission in which the Company registered and then sold 2,035,000 newly issued common shares for $20,350.

In March 2009, the Company issued 80,000 shares of common stock at $0.01 to the attorney for the professional services rendered. The issuance price was at fair market value based on the public offering in 2008.

NOTE D – NET LOSS PER COMMON SHARE

Net loss per share is calculated in accordance with ASC 260, “Earnings per Share,” formerly known as SFAS No. 128, “Earnings per Share.” The weighted–average number of common shares outstanding during each period is used to compute basic loss per share. Basic net loss per common share is based on the weighted-average number of share of common stock of Four Million One Hundred Ninety Five Thousand outstanding for the development period ending December 31, 2009.

Basic net loss per common share is based on the weighted average number of shares of common stock outstanding during 2009 and since inception.  As of December. 31, 2009, the Company had 3,581,365 common shares outstanding.  As of December. 31, 2009 and since inception, the Company had no dilutive potential common shares.

Basic Loss Per Share

The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. There are no common stock equivalents outstanding. 

		Loss		Shares		Per Share
		(Numerator)		(Denominator)		Amount
From Inception on November 28, 2007 to Period Ended Dec. 31, 2009	$	(29,110)	$	3,581,365	$	(0.0004)

F-13

MATCHES, INC. (A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE INCEPTION PERIOD OF NOVEMBER 28, 2007
TO DECEMBER 31, 2009

NOTE E – INCOME TAXES

The Company (Matches, Inc.) filed organization paperwork with the State of Wyoming. At the time of filing Matches, Inc. elected and filed to be Sub Chapter S Corporations. This election allows all income taxes to be the responsibility of the Shareholders of Corporation not the corporation.

Deferred taxes will be provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

Due to the inherent uncertainty in forecasts and future events and operating results, the Company has provided for a valuation allowance in an amount equal to gross deferred tax assets resulting in no net deferred tax assets or liabilities for the periods audited.

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely that not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax assets consist of the following components from Inception on November 28, 2007 to December 31, 2009:

		2009
Deferred tax assets NOL Carryover	$	9,897
Valuations Allowance		(9,897)
Net Deferred Tax Asset	$	0

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate of 34% to pretax income from continuing operations for the periods ended Dec. 31, 2009 due to the following:

On December 31, 2009, the Company had an operating loss carry forward of $9,897 that can be used as an offset against future taxable income. No tax benefit has been reported in the December 31, 2009 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting purposes are subject to annual limitations.  Should a change in ownership occur, net operating loss carry forwards may be limited as to use in the future.

NOTE F – RELATED PARTY TRANSACTIONS

The Company advanced $1,200 to Darren Holm, Chief Executive Officer of the Company, during the year 2008. This advance is  non-interest bearing and it is due on demand.

NOTE G - SUBSEQUENT EVENTS

In February, 2010, the Company issued a note payable of $3,000 to Dempsey Mork. The note will be matured by December 31, 2010. There is no payment term during the year. Principal and interest of 6% will be due when the loan is matured.

F-14

MATCHES, INC.

(A Development Stage Enterprise)

Unaudited Financial Statements

For the Three and Nine Months Ended September 30, 2010 and 2009 and the

Period of November 28, 2007 (Inception) to September 30, 2010

F-15

MATCHES, INC.

(A Development Stage Enterprise)

Unaudited Financial Statements

For the Three and Nine Months Ended September 30, 2010 and 2009 and the

Period of November 28, 2007 (Inception) to September 30, 2010

	Page(s)
Balance Sheets as of September 30, 2010 and December 31, 2009	F-17
Statements of Operations for the three and nine months ended September 30, 2010 and 2009 and the period of November 28, 2007 (Inception) to September 30, 2010	F-18
Statements of Cash Flows for the nine months ended September 30, 2010 and 2009 and the period of November 28, 2007 (Inception) to September 30, 2010	F-19
Notes to the Unaudited Financial Statements	F-20

F-16

Matches, Inc.
(A Development Stage Enterprise)
Balance Sheets
		September 30,		December 31,
		2010		2009
		(Unaudited)
ASSETS
Current assets
	Cash	$	160	$	-
	Other receivable - related party		-		1,200
Total current assets			160		1,200
Total assets		$	160	$	1,200
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
	Accounts payable	$	-	$	3,000
	Accrued interest		28		-
Total current liabilities			28		3,000
Long term liabilities
	Related party loan		10,000		-
Total long term liability			10,000		-
Total liabilities			10,028		3,000
Stockholders' Deficit
	Common stock, $.0001 par value; 80,000,000 shares authorized, 8,525,000 and 4,275,000 shares issued and outstanding at September 30, 2010 and December 31, 2009		8,525		4,275
	Additional paid in capital		58,437		23,035
	Deficit accumulated during the development stage		(76,830)		(29,110)
Total stockholders' deficit			(9,868)		(1,800)
Total liabilities and stockholders' deficit		$	160	$	1,200
See accompanying notes to financial statements

F-17

Matches, Inc.
(A Development Stage Enterprise)
Statements of Operations
										For the period from November 28, 2007 (inception) to September 30, 2010
		Three months ended September 30,				Nine months ended September 30,
		2010		2009		2010		2009
		(Unaudited)				(Unaudited)
Revenue		$	-	$	-	$	-	$	-	$	-
Expenses
	General & administrative		6,902		-		6,942		28		10,857
	Professional fees		40,750		-		40,750		-		65,945
Total expenses			47,652		-		47,692		28		76,802
Other income / (expense)
	Interest expense		(28)		-		(28)		-		(28)
Total other income / (expense)			(28)		-		(28)		-		(28)
Net loss		$	(47,680)	$	-	$	(47,720)	$	(28)	$	(76,830)
Basic and diluted loss per common share		$	(0.01)	$	-	$	(0.01)	$	(0.00)
Weighted average shares outstanding			4,321,196		4,275,000		4,290,568		4,256,538
See accompanying notes to financial statements

F-18

Matches, Inc.
(A Development Stage Enterprise)
Statements of Cash Flows
							For the period from November 28, 2007(inception) to September 30, 2010
			Nine months ended September 30,
			2010		2009
			(Unaudited)
Cash flows from operating activities
	Net loss		$	(47,720)	$	(690)	$	(76,830)
	Adjustments to reconcile net loss to net cash   used in operating activities:
		Issuance of common stock in exchange for services		39,652		-		39,652
	Changes in operating assets and liabilities:
		Other receivable - related party		1,200		-		-
		Accounts payable		(3,000)		690		-
		Accrued interest		28		-		28
Net cash used in operating activities				(9,840)		-		(37,150)
Net cash from investing activities				-		-		-
Cash flows from financing activities
		Proceeds from related party loan		10,000		-		10,000
		Proceeds from issuance of stock		-		-		27,310
Net cash provided by financing activities				10,000		-		37,310
		Net increase in cash		160		-		160
		Cash at beginning of period		-		-		-
		Cash at end of period	$	160	$	-	$	160
Supplemental disclosure of non-cash investing and financing activities:
	Issuance of common stock for professional and consulting services		$	39,652	$	800	$	40,452
Supplemental Cash Flow Information:
	Cash paid for interest		$	-	$	-	$	-
	Cash paid for income taxes		$	-	$	-	$	-
See accompanying notes to financial statements

F-19

MATCHES, INC.

(A Development Stage Enterprise)

Unaudited Financial Statements

For the Three and Nine Months Ended September 30, 2010 and 2009 and the

Period of November 28, 2007 (Inception) to September 30, 2010

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2010, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2009 audited financial statements.  The results of operations for the periods ended September 30, 2010 and 2009 are not necessarily indicative of the operating results for the full years.

NOTE 2 – GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SHAREHOLDERS’ EQUITY

Pursuant to its registration statement filed with the SEC, during the nine months ended September 30, the Company issued 4,250,000 shares of its common stock in consideration of services received from Whitehall Montague valued at $39,652 which represents a selling price of $.009 per share.  

F-20

MATCHES, INC.

(A Development Stage Enterprise)

Unaudited Financial Statements

For the Three and Nine Months Ended September 30, 2010 and 2009 and the

Period of November 28, 2007 (Inception) to September 30, 2010

NOTE 4 – RELATED PARTY LOAN

A convertible note of $10,000 was issued on August 20, 2010 by the Company to Millenium Group, Inc. (“Millenium”), a California corporation. The owner of Millenium, Jonathan Mork, is a son of Dempsey Mork, who is the owner of Orion Investment which holds more than 5% of the common shares from the Company. The note is payable in two years and a 5% interest will be charged at maturity unless earlier converted. Interest is to be accrued for each quarter to show the comprehensive amount owed. As of September 30, 2010, the accrued interest amounts to $28. The note is convertible at the holder’s option into 4% of the Company’s fully diluted common shares at the time of conversion, with anti-dilution protection (not adjusted for splits or new issuances).

The effective conversion price, which is shares at the conversion price divided by allocated debt fair amount, is $0.03 per share and thus the calculated intrinsic value is less than zero.  As a result, no beneficial conversion feature was recognized and the unamortized debt discount was zero.

NOTE 5 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date of this filing and determined there are no events to disclose.

F-21

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-1 and authorized this Post Effective Amendment to be signed on its behalf by the undersigned, in the City of Palm Springs, State of California on Nov. 22, 2010.

Matches, Inc.

By:/s/ Neville Pearson

Neville Pearson

President, Secretary, Treasurer, and Director

In accordance with the requirements of the Securities Act of 1933, this Post Effective Amendment was signed by the following persons in the capacities stated on Nov. 22, 2010:

Signature

       Title

/s/ Neville Pearson

President, Secretary, Treasurer, and Director, Principal Executive Officer,

Principal  Financial Officer, and Principal Accounting Officer

F-22