Capstone Technologies S1/A IPO registration (amended)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

Amendment No.3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

DESIGNER EXPORT, INC.
(Exact name of registrant as specified in its charter)


Nevada	5130	68-0678185
(State or jurisdiction of incorporation or organization)	Primary Standard Industrial Classification Code Number	IRS Employer Identification Number

21 Pulawska St, Suite 23
Lublin, Poland 20-051

Tel. +48-223896676

Fax. +48-224853458

(Address and telephone number of principal executive offices)

Incorp Services, Inc.

375 North Stephanie St, Suite 1411

Henderson, Nevada 89014-8909

Tel. (702) 866-2500

Fax. (702) 866-2689

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

Copies To:

Hildja Saastamoinen

706 N. Columbus Street,

Alexandria, Virginia 22314


Approximate date of proposed sale to the public:	as soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box |X|

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under 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 pursuant to Rule 462(c) under 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 pursuant to Rule 462(d) under 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. |__|

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company: in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer |__| Accelerated filer |__|

Non-accelerated filer |__| Smaller reporting company | X |

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE


TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED	PROPOSED MAXIMUM OFFERING PRICE PER UNIT (1)	PROPOSED MAXIMUM AGGREGATE OFFERING PRICE (2)	AMOUNT OF REGISTRATION FEE (2)
Common Stock	1,510,000	$0.05 per share	$75,500	$4.21


(1)	Determined arbitrarily by adding a $0.03 premium to the last sale price of our common stock to investors.
(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.

SUBJECT TO COMPLETION, Dated January 15, 2010

PROSPECTUS
Designer Export, Inc.
1,510,000SHARES
COMMON STOCK

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus for a period of up to two years from the effective date.

Our common stock is presently not traded on any market or securities exchange.

THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. See section entitled "Risk Factors" on pages 7 - 15.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The selling shareholders will sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily by adding a $0.03 premium to the last sale price of our common stock to investors. This offering is priced at the time of the commencement of the offering and must remain offered at such price during the entire duration of the offering until and unless the security is subsequently listed on an exchange or is listed by a market maker on the OTC BB. Currently the company is not so listed and there is no assurance that the stock will ever be so listed.

There has been no market for our securities. Our common stock is not traded on any exchange or on the Over-the-Counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with FINRA for our common stock to become eligible for trading on the Over-the-Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The Date of This Prospectus Is: January 15, 2010

Table of Contents


	PAGE
Summary	5
Risk Factors	7
Forward-Looking Statements	15
Use of Proceeds	16
Determination of Offering Price	16
Dilution	16
Selling Shareholders	16
Plan of Distribution	18
Description of Securities	20
Interest of Named Experts and Counsel	22
Description of Business	22
Legal Proceedings	28
Market for Common Equity and Related Stockholder Matters	29
Plan of Operations	30
Changes in and Disagreements with Accountants	33
Available Information	33
Directors, Executive Officers, Promoters and Control Persons	34
Executive Compensation	36
Security Ownership of Certain Beneficial Owners and Management	37
Certain Relationships and Related Transactions	38
Disclosure of Commission Position of Indemnification forSecurities Act Liabilities	38
Financial Statements	38

Summary

Prospective investors are urged to read this prospectus in its entirety.

Designer Export, Inc. is a Poland based corporation that intends to export fashionable apparel products from the USA to customers in its targeted markets, which currently is Poland. We are a development stage company and do not have revenues or operations. We have minimal assets and have incurred losses since inception. To date, the only operations we have engaged in are the development of a business plan and execution of sales distribution agreement. We must raise additional capital in order for our business plan to succeed. We are not raising any money in this offering. The most likely source of future funds available to us is through the sale of additional shares of common stock or advances from our sole director. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us. Failure to raise additional financing will cause us to go out of business. If this happens, you could lose all or part of your investment.

Our auditors have issued a going concern opinion. This means that that there is substantial doubt that we can continue as an ongoing business for the next twelve months.

Designer Export, Inc intends to purchase both men’s and women’s fashionable apparel at auctions such as E-bay.com and Liquidation.com at discounted prices and then export them to retail stores in Poland to be sold to the end consumers. All of the exported apparel will always be of the highest retail quality and will include famous brands. In purchasing brand name merchandise from E-bay.com and Liquidation.com to resell we might potentially be violating distribution or exclusivity agreements that these brand owners have with other parties. This could possibly open us up to law suits or alternatively may limit our ability to fully implement our business plan, which could cause us to cease or suspend our operations.

Additionally, our officer and sole director Ms. Urszula Dorota Paszko has no professional training or experience in the import business. As a result, her decisions and choices may not take into account standard import business rules commonly used by established import companies. Consequently our operations, earnings and ultimate financial success may suffer irreparable harm as a result.

On June 24, 2009 Sales Distribution Agreement was signed with “Artmex SP J” a Poland based clothing retailer. As of January 15, 2010 Artmex is the only Polish retailer we have signed sales agreement with. We have no other companies interested in signing sales distribution agreements as of January 15, 2010. Even though the negotiation of additional agreements with customers will be ongoing during the life of our operations, we cannot guarantee that we will be able to find successful agreements, in which case our business may fail and we will have to cease our operations.

We were incorporated on March 31, 2009 under the laws of the state of Nevada. Our principal office is located at 21 Pulawska St, Suite 23, Lublin, Poland, 20-051. Our telephone number is +48-223896676, fax number +48-224853458. Our fiscal year end is July 31.

The Offering:


Securities Being Offered	Up to 1,510,000 shares of common stock.
Offering Price	The selling shareholders will sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily by adding a $0.03 premium to the last sale price of our common stock to investors. This offering is priced at the time of the commencement of the offering and must remain offered at such price during the entire duration of the offering until and unless the security is subsequently listed on an exchange or is listed by a market maker on the OTC BB. Currently the company is not so listed and there is no assurance that the stock will ever be so listed.
Terms of the Offering	The selling shareholders will determine when and how they will sell the common stock offered in this prospectus.
Termination of the Offering	The offering will conclude when all of the 1,510,000 shares of common stock have been sold, the shares no longer need to be registered to be sold due to the operation of Rule 144 or we decide at any time to terminate the registration of the shares at our sole discretion. In any event, the offering shall be terminated no later than two years from the effective date of this registration statement.
Securities Issuedand to be Issued	1,510,000 shares of our common stock to be sold in this prospectus are issued and outstanding as of the date of this prospectus. All of the common stock to be sold under this prospectus will be sold by existing shareholders.
Use of Proceeds	We will not receive any proceeds from the sale of the common stock by the selling shareholders.
Market for the common stock	There has been no market for our securities. Our common stock is not traded on any exchange or on the Over-the-Counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with FINRA for our common stock to become eligible for trading on the Over-the-Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so.

Summary Financial Information

The following financial information summarizes the more complete historical financial information at the end of this prospectus.


		As of July 31,2009 (Audited)
Balance Sheet
Total Assets	$	23,096
Total Liabilities	$	299
Stockholders’ Equity	$	22,797
		Period from March 31, 2009 (date of inception)
		to July 31,2009 (Audited)
Income Statement
Revenue	$	-
Total Expenses	$	803
Net Loss	$	(803	)


		As of October 31,2009 (Unaudited)
Balance Sheet
Total Assets	$	16,342
Total Liabilities	$	299
Stockholders’ Equity	$	16,043
		Period from March 31, 2009 (date of inception)
		To October 31,2009 (Unaudited)
Income Statement
Revenue	$	-
Total Expenses	$	7,557
Net Loss	$	(7,557	)

Risk Factors related to our Business and Industry

Please consider the following risk factors before deciding to invest in our common stock. Any investment in our common stock is speculative. You should carefully consider the risks described below and all of the information contained in this Prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. If any of these risks materialize, the trading price of our common stock could decline and you may lose all or part of your investment.

WE LACK AN OPERATING HISTORY AND THERE IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE REVENUES. IF WE CANNOT GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY, WE MAY SUSPEND OR CEASE OPERATIONS.

We were incorporated on March 31, 2009, and our net loss since inception is $7,557, of which $552 is for bank charges, $6,500 for accounting and legal fees, $76.00 for telephone charges, $299 is for an incorporation service fee and $130 for miscellaneous charges. We have very little operating history upon which an evaluation of our future success or failure can be made.

Based upon current plans, we expect to incur operating losses in the foreseeable future because we will be incurring large expenses and generating small revenues. Failure to generate significant revenues in the future will cause us to go out of business.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

While at October 31, 2009, we had cash on hand of $16,342 we have accumulated a deficit of $7,557 in business development and administrative expenses. At this rate, we expect that we will only be able to continue operations for one year without additional funding. We anticipate that additional funding will be needed for general administrative expenses, business development, marketing costs and support materials. We have not generated any revenue from operations to date. In order to expand our business operations, we anticipate that we will have to raise additional funding. If we are not able to raise the capital necessary to fund our business expansion objectives, we may have to delay the implementation of our business plan.

We do not currently have any arrangements for financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us.

We are not raising any money in this offering. The most likely source of future funds available to us is through the sale of additional shares of common stock or advances from our sole director.

There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us. Failure to raise additional financing will cause us to go out of business. If this happens, you could lose all or part of your investment.

LACK OF REVENUES TO DATE MAY CAUSE ASUBSTANTIAL DOUBT AS TO WEATHER WE WILL CONTINUE OPERATIONS. IF WE DISCONTINUE OPERATIONS, YOU COULD LOSE YOUR INVESTMENT.

We were incorporated on March 31, 2009 and to date have been involved primarily in organizational activities. We have not earned revenues as of the date of this prospectus and have incurred total losses since inception of $7,557.

Accordingly, you cannot evaluate our business, and therefore our future prospects, due to a lack of operating history and revenues. To date, our business development activities have consisted solely of negotiating and executing a sales distribution agreement with Artmex, a private Polish retail company. Potential investors should be aware of the difficulties normally encountered by development stage companies and the high rate of failure of such enterprises. In addition, there is no guarantee that we will be able to expand our business operations. Even if we expand our operations, at present, we do not know precisely when this will occur.

We cannot guarantee that we will be successful in generating revenues and profit in the future. Failure to generate revenues and profit will cause us to suspend or cease operations. If this happens, you could lose all or part of your investment.

WE FACE STRONG COMPETITION FROM LARGER COMPANIES AND DOMESTIC COMPANIES, WHICH COULD HARM OUR BUSINESS AND ABILITY TO OPERATE PROFITABLY.

The wholesale and retail apparel trading industry is one of most competitive industries in the world. This industry is highly fragmented, but it has a number of large corporations that operate several thousand retail locations throughout a country. Larger corporations are in the market for businesses that have established themselves as profitable and have developed a brand name retail clothing line/locations.

The market for Designer products in the areas that we target is relatively new and, to a large extent, unproven, and it is uncertain whether products supplied by Designer Export, Inc. will achieve and sustain high levels of demand and market acceptance. The development of the markets for Designer products will be dependent upon larger corporations and domestic companies. Our prospective customers may have traditionally used other products. Our products may be more expensive and customers may decide that the costs of buying our products may outweigh the benefits of doing so. The market in which we operate is highly competitive, and if we fail to compete successfully, our business would be significantly harmed.

COMPETITION FOR POTENTIAL CUSTOMER ACCOUNTS IS INTENSE. FAILURE TO COMPETE WILL AFFECT OUR FINANCIAL CONDITION.

Winning key customer accounts early in the growth of the market will be critical to our ability to grow our business. Competition for potential customer accounts is intense. Failing to obtain orders from potential customers, for competitive reasons or otherwise, and delays in the timing of product shipments under the orders we do obtain, would materially adversely affect our operating results, business and prospects and financial condition.

PRICE COMPETITION COULD NEGATIVELY AFFECT OUR GROSS MARGINS.

Price competition could negatively affect our operating results. To respond to competitive pricing pressures, we will have to sell our products at lower prices in order to retain or gain market share and customers. If our competitors offer discounts on certain products in the future, we will need to lower prices to match the competition, which could adversely affect our gross margins and operating results. All of our larger competitors have significantly greater resources than we have and are better able to absorb losses. Our market is new and our business model is unproven, which makes it difficult to evaluate our current business and future prospects. Because this market is new, it is difficult to predict the future growth rate and size of this market. The rapidly evolving nature of the markets in which we intend to sell our products, as well as other factors that are beyond our control, r educe our ability to accurately evaluate our future prospects and forecast quarterly or annual performance. We expect that our visibility into future sales of our products, including both sales volumes and prices, will continue to be limited for the foreseeable future.

IF WE FAIL TO ACCURATELY FORECAST CUSTOMER DEMAND WE MAY HAVE EXCESS OR INSUFFICIENT INVENTORY, WHICH MAY HARM OUR BUSINESS.

Most of our customers will be wholesalers, who in turn sell our products to resellers and/or end users, which causes us to have limited visibility into ultimate product demand, making forecasting more difficult. If we overestimate customer demand for our products or if purchase orders are cancelled or shipments delayed, we may end up with excess inventory that we cannot sell, which would harm our financial results.

A NUMBER OF FACTORS, MANY OF WHICH ARE OUTSIDE OUR CONTROL, MAY CAUSE OR CONTRIBUTE TO SIGNIFICANT FLUCTUATIONS IN OUR REVENUE.

Factors that may cause or contribute to fluctuations in our operating results and revenue include:

• the adoption rate of designer products;

• fluctuations in demand for our products;

• timing of product shipments;

• declines in average selling prices for our products;

The following factors, among others, affect our ability to forecast accurately our sales:

• delayed, reduced or canceled purchase orders;

• changes in the specific products or quantities our customers order;

• we have limited visibility regarding the length of the sales cycle for our products, which may negatively affect our operating results.

IF WE FAIL TO SUCCESSFULLY MANAGE OUR RELASHIONSHIPS WITH RESELLERS OUR BUSINESS WOULD BE HARMED.

We may lose sales opportunities if we do not successfully develop and maintain strategic relationships with resellers of our products. Our relationships with all of our resellers will be new, and we are unable to predict the extent to which resellers will be successful in marketing and selling our products. Also, these relationships may be terminated at any time. We need to maintain and expand our relationships with these companies, develop additional channels for the distribution and sale of our products and effectively manage these relationships. If we fail to do so, our resellers may decide not to include our products among those that they sell or they may not make marketing and selling our products a priority. In addition, our resellers may sell products that are competitive with ours. If we fail to successfully manage our relationships with our resellers, our ability to sell Designer Ex port products into new markets and to increase our penetration into existing markets may be impaired and our business would be harmed.

OUR BUSINESS COULD BE HARMED IF WE ARE SOLD COUNTERFEIT, DAMAGED OR MISREPRESENTED MERCHANDISE BY OUR SUPPLIERS.

We plan on purchasing merchandise only from reliable and established online stores with excellent reputation. However we are a development stage corporation and have not started operations, we do not have pre-established relationships with our suppliers and might bear the risk of being sold counterfeit, damaged or misrepresented merchandise. If we are not able to successfully protect ourselves against those risks, then it would materially affect our financial condition and our business could be harmed.

OUR BUSINESS MODEL HAS AN INCREASED RISK OF HIGHER MERCHANDISE RETURNS ASSOCIATED WITH IT, LEADING TO LARGER EXPENSES AND SMALLER REVENUES.

We plan to purchase apparel from online auctions which usually last for 5-7 days. Auction apparel is very quickly availed by customers therefore it is likely that some of the items ordered by our customers might not be available at the time of the order. We cannot guarantee that merchandise ordered by our customers and supplied by Designer Export, Inc will be 100% match. We can only ensure our potential customers that merchandise delivered to them will be: brand new, similar to merchandise ordered by our customers (brand and description wise) and reasonably priced. This business model has an increased risk of higher merchandise returns associated with it, leading to larger expenses and smaller revenues. If we are not able to successfully protect ourselves against this risk, then it would materially affect our financial condition and our business could be harmed.

BECAUSE WE PLAN TO PURCHASE OUR CLOTHING FROM ONLINE RETAILERS LIKE E-BAY AND LIQUIDATION.COM TO RESELL, WE COULD POTENTIALLY BE VIOLATING DISTRIBUTION OR EXCLUSIVITY AGREEMENTS THAT THESE BRAND OWNERS HAVE WITH OTHER PARTIES.

Because we plan to purchase our clothing from online retailers like E-bay and Liquidation.com to resell, we could potentially be violating distribution or exclusivity agreements that these brand owners have with other parties. This could possibly open us up to law suits or alternatively may limit our ability to fully implement our business plan, which could cause us to cease or suspend our operations.

OUR INTERNATIONAL OPERATIONS INVOLVE A VARIETY OF RISKS.

Our international operations involve a variety of risks, including:

• unexpected changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties or other trade restrictions;

• different or unique competitive pressures as a result of, among other things, the presence of local businesses and other market players;

• changes in a specific country’s or region’s political or economic conditions;

All unexpected changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties or other trade restrictions will negatively affect our business. For example, if The Federal Customs Service of Poland, a Polish government service regulating customs, significantly raises customs duties the price for imported merchandise to Poland will become higher than price of similar merchandise manufactured in Poland. If this occurs, the price of the merchandise to the end user will increase, demand for our merchandise will decrease and it will negatively affect our revenues.

We have limited experience in marketing and selling our products abroad. We may not be able to increase or maintain international market demand for our products, which may negatively affect our operating and financial results.

OUR BUSINESS CAN BE AFFECTED BY CURRENCY RATE FLUCTUATIONS AS OUR WHOLESALERS/RESELLERS ARE IN POLAND AND ALL AUCTIONS AND OPERATIONS ARE IN AMERICAN DOLLARS.

All of our operations in Poland will be in Polish Zloty, while all auctions will be in American Dollars, so we are affected by changes in foreign exchange rates. For the last 3 years the Polish Zloty has risen 27.3% against the US Dollar(http://finance.yahoo.com/q?s=USDPLN=X). If we are not able to successfully protect ourselves against those currency fluctuations, then our profits will also fluctuate and could cause us to be less profitable or incur losses, even if our business is doing well.

BECAUSE OUR OFFICERS AND SOLE DIRECTOR OWNS 66.52% OF OUR ISSUED AND OUTSTANDING COMMON STOCK, SHE COULD MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.

Our officer and sole director, Urszula Dorota Paszko,owns approximately 66.52% of the outstanding shares of our common stock. Accordingly, she will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets. She will also have the power to prevent or cause a change in control. The interests of our officer and sole director may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

BECAUSE OUR OFFICER AND SOLE DIRECTOR HAS OTHER BUSINESS INTERESTS, SHE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

Our officer and sole director will only be devoting limited time to our operations. Ms. Paszko, our president and sole director, intends to devote 30% of her business time to our affairs. Because our officer and sole director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to them. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations. It is possible that the demands on Ms. Paszko from her other obligations could increase with the result that she would no longer be able to devote sufficient time to the management of our business. In addition, Ms. Paszko may not possess sufficient time for our business if the demands of managing our business increase substantially beyond current levels.

IFMS. PASZKO, OUR CHIEF EXECUTIVE OFFICER AND SOLE DIRECTOR, SHOULD RESIGN OR DIE, WE WILL NOT HAVE A CHIEF EXECUTIVE OFFICER OR A DIRECTOR. THIS COULD RESULT IN OUR OPERATIONS SUSPENDING, AND YOU COULD LOSE YOUR INVESTMENT.

We depend on the services of our Chief Executive Officer and sole director, Ms. Urszula Dorota Paszko, for the future success of our business. The loss of the services of Ms. Paszko could have an adverse effect on our business, financial condition and results of operations. If she should resign or die we will not have a chief executive officer or a director. If that should occur, until we find another person to act as our chief executive officer and director, our operations could be suspended. In that event it is possible you could lose your entire investment. We do not carry any key personnel life insurance policies on Ms. Paszko and we do not have a contract for her services.

BECAUSEMS. PASZKO, OUR CHIEF EXECUTIVE OFFICER AND SOLE DIRECTOR HAS NO FORMAL TRAINING IN FINANCIAL ACCOUNTING AND MANAGEMENT, IN THE FUTURE, THERE MAY NOT BE EFFECTIVE DISCLOSURE AND ACCOUNTING CONTROLS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS WHICH COULD RESULT IN FINES, PENALTIES AND ASSESSMENTS AGAINST US.

Our Chief Executive Officer and sole director Ms. Urszula Dorota Paszko has no formal training in financial accounting and management; however, he is responsible for our managerial and organizational structure, which will include preparation of disclosure and accounting controls. Should she not have sufficient experience, he may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment.

BECAUSE OUR OFFICER AND SOLE DIRECTOR HAS NO EXPERIENCE IN THE IMPORT BUSINESS, OUR BUSINESS HAS A HIGHER RISK OF FAILURE.

Our officer and sole director Ms. Urszula Dorota Paszko has no professional training or experience in the import business. As a result, her decisions and choices may not take into account standard import business rules commonly used by established import companies. Consequently our operations, earnings and ultimate financial success may suffer irreparable harm as a result.

WE MAY BE EXPOSED TO POTENTIAL RISKS RESULTING FROM NEW REQUIREMENTS UNDER SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002.

Upon the effectiveness of our registration statement, we will be newly public company. We will not need to comply with Section 404 of the Sarbanes-Oxley Act until we file our second annual report with the SEC. However, we will need to include a statement in our first annual report and we must indicate that the annual report does not include either a management’s report on internal control or auditor attestation of internal control.

We have not yet completed our assessment of the effectiveness of our internal control over financial reporting, and we expect to incur additional expenses and diversion of management’s time as a result of performing the system and process evaluation, testing and remediation required in order for us and our auditors to comply with the auditor attestation requirements.

BECAUSE COMPANY’S HEADQUARTERS AND ASSETS ARE LOCATED OUTSIDE THE UNITED STATES, U.S. INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO EFFECT SERVICE OF PROCESS AND TO ENFORCE JUDGMENTS BASED UPON U.S. FEDERAL SECURITIES LAWS AGAINST THE COMPANY AND ITS NON-U.S. RESIDENT OFFICER AND DIRECTOR.

While we are organized under the laws of State of Nevada, our officers and

Director is non-U.S. resident and our headquarters and assets are located outside the United States. Consequently, it may be difficult for investors to affect service of process on them in the United States and to enforce in the United States judgments obtained in United States courts against them based on the civil liability provisions of the United States securities laws. Since all our assets will be located in Poland it may be difficult or impossible for U.S. investors to collect a judgment against us. As well, any judgment obtained in the United States against us may not be enforceable in the United States.

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

We have never paid any dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, a return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES.

There is currently no market for our common stock and we can provide no assurance that a market will develop. We plan to apply for listing of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement, of which this prospectus forms a part. However, we can provide investors with no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize. If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment.

ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS.

We must raise additional capital in order for our business plan to succeed.We are not raising any money in this offering. Our most likely source of additional capital will be through the sale of additional shares of common stock. Such stock issuances will cause stockholders' interests in our company to be diluted. Such dilution will negatively affect the value of investors’ shares.

OUR SHARES OF COMMON STOCK ARE SUBJECT TO THE “PENNY STOCK” RULES OF THE SECURITIES AND EXCHANGE COMMISSION AND THE TRADING MARKET IN OUR SECURITIES WILL BE LIMITED, WHICH WILL MAKE TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and sales person in the tran saction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. If a trading market for our common stock develops, our common stock will probably become subject to the penny stock rules, and shareholders may have difficulty in selling their shares.

WHEN OUR SHARES OF COMMON STOCK COMMENCE TRADING ON THE OTC BULLETIN BOARD, THE TRADING PRICE MAY FLUCTUATE SIGNIFICANTLY AND STOCKHOLDERS MAY HAVE DIFFICULTY RESELLING THEIR SHARES.

As of the date of this Registration Statement, our common stock does not yet trade on the Over-the-Counter Bulletin Board. When our shares of common stock commence trading on the Bulletin Board, there is a volatility associated with Bulletin Board securities in general and the value of your investment could decline due to the impact of any of the following factors upon the market price of our common stock: (i) disappointing results from our development efforts; (ii) failure to meet our revenue or profit goals or operating budget; (iii) decline in demand for our common stock; (iv) downward revisions in securities analysts' estimates or changes in general market conditions; (v) technological innovations by competitors or in competing technologies; (vi) lack of funding generated for operations; (vii) investor perception of our industry or our prospects; and (viii) general economic trends.

We do not have a market maker. There is no current trading market for our securities and if a trading market does not develop, purchasers of our securities may have difficulty selling their shares. In addition, stock markets have experienced price and volume fluctuations and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock. As a result, investors may be unable to sell their shares at a fair price and you may lose all or part of your investment.

THERE IS NO CURRENT TRADING MARKET FOR OUR SECURITIES AND IF A TRADING MARKET DOES NOT DEVELOP, PURCHASERS OF OUR SECURITIES MAY HAVE DIFFICULTY SELLING THEIR SHARES.

There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained. We intend to have a market maker apply for admission to quotation of our securities on the Over-the-Counter Bulletin Board after the Registration Statement relating to this prospectus is declared effective by the SEC. We do not yet have a market maker who has agreed to file such application. If for any reason our common stock is not quoted on the Over-the-Counter Bulletin Board or a public trading market does not otherwise develop, purchasers of the share may have difficulty selling their common stock should they desire to do so. No market makers have committed to becoming market makers for our common stock and none may do so.

WE HAVE NO EXPERIENCE AS A PUBLIC COMPANY.

We have never operated as a public company. We have no experience in complying with the various rules and regulations, which are required of a public company. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations, which are required of a public company. However, if we cannot operate successfully as a public company, your investment may be adversely affected. Our inability to operate as a public company could be the basis of your losing your entire investment in us.

BECAUSE OUR AUDITORS HAVE RAISED A GOING CONCERN OPINION, THERE IS SUBSTANTIAL UNCERTAINTY THAT WE WILL CONTINUE OPERATIONS IN WHICH CASE YOU COULD LOSE YOUR INVESTMENT.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose your investment.

Forward-Looking Statements

This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the “Risk Factors” section and elsewhere in this prospectus.

Use of Proceeds

We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.

Determination of Offering Price

The selling shareholders will sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily, by adding a $0.03 premium to the last sale price of our common stock to investors. This offering is priced at the time of the commencement of the offering and must remain offered at such price during the entire duration of the offering until and unless the security is subsequently listed on an exchange or is listed by a market maker on the OTC BB. Currently the company is not so listed and there is no assurance that the stock will ever be so listed.

Dilution

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.

Selling Shareholders

The selling shareholders named in this prospectus are offering all of the 1,510,000 shares of common stock offered through this prospectus. These shares were acquired from us in private placements that were exempt from registration provided under Regulation S of the Securities Act of 1933. All shares were acquired outside of the United States by non-U.S. persons. The shares include the following:

1. 960,000 shares of our common stock that the selling shareholders acquired from us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 that was completed on June 24, 2009;

2. 550,000 shares of our common stock that the selling shareholders acquired from us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 that was completed on July 17, 2009.

The following table provides as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:

1. the number of shares owned by each prior to this offering;

2. the total number of shares that are to be offered for each;

3. the total number of shares that will be owned by each upon completion of the offering; and

4. the percentage owned by each upon completion of the offering.

Name Of Selling Shareholder

Shares Owned Prior To This Offering

Total Number Of Shares To Be Offered For Selling Shareholders Account

Total Shares to Be Owned Upon Completion Of This Offering

Percentage of Shares owned Upon Completion of This Offering

PIOTR MICHALOWSKI

80,000

Nil

LUKASZ KAMIL MAKSYMIUK

80,000

Nil

ANNA IZABELA WEREMCZUK

80,000

Nil

DARIUSZ JAN MALACH

80,000

Nil

OLESYA TARASENKO

80,000

Nil

TATIANA TARASENKO

80,000

Nil

NINA MOROZOVA

80,000

Nil

EVGENY TARASENKO

80,000

Nil

TATYANA BONDAREVA

80,000

Nil

DMITRY DROZDOV

80,000

Nil

JAN WALDEMAR CEPLIN

80,000

Nil

DANUTA CEPLIN

80,000

Nil

MIROSLAW JACEK PASZKO

50,000

Nil

MONIKA KARWAT

25,000

Nil

GRZEGORZ KAZIMIERZ KARWAT

25,000

Nil

PIOTR ADAM BLIZNIUK

25,000

Nil

KRZYSZTOF RYSZARD LEDWICH

25,000

Nil

ALENA HOTLIB

50,000

Nil

BOLESLAW ZUK

50,000

Nil

NATALLIA PRASMYTSKAYA

50,000

Nil

ALBERT JANUSZ SOWA

50,000

Nil

CEZARY KAROL DARCZUK

25,000

Nil

IRYNA PRAKAPOVICH

50,000

Nil

HANNA TARASEVICH (1)

25,000

Nil

VLADIMIR KANTEROUK

25,000

Nil

FRANCISZEK ZBIGNIEW PERCHUC

25,000

Nil

TOMASZ SZCZEPAN STEPNIEWSKI

25,000

Nil

GABRIEL HENRYK DOMANSKI

25,000

Nil

(1) Spouse of our former director Mikhail Tarasevich.

(2) Spouse of our secretary and our new director Urszula Dorota Paszko.

Besides that there is no relationship between our selling shareholders and our officer and director.

The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares. The numbers in thistable assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold. The percentages are based on 4,510,000 shares of common stock issued and outstanding on the date of this prospectus.

Other than disclosed above, none of the selling shareholders:

1. has had a material relationship with us other than as a shareholder at any time within the past three years;

2. has ever been one of our officers or directors;

3. is a broker-dealer; or a broker-dealer's affiliate.

Plan of Distribution

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions. There are no arrangements, agreements or understandings with respect to the sale of these securities.

The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144, when eligible.

If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us. Such partners may, in turn, distribute such shares as described above. If these shares being registered for resale are transferred from the named selling shareholders and the new shareholders wish to rely on the prospectus to resell these shares, then we must first file a prospectus supplement naming these individuals as selling shareholders and providing the information required concerning the identity of each selling shareholder and he or her relationship to us. There is no agreement or understanding between the selling shareholders and any partners with respect to the distribution of the shares being registered for resale pursuant to this registration statement.

We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.

We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act and the Securities Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, theymust comply with applicable law and may, among other things:


	1.	Not engage in any stabilization activities in connection with our common stock;

	2.	Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and

	3.	Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act.

The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which contains:

- a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

- a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements;

- a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;

- a toll-free telephone number for inquiries on disciplinary actions;

- a definition of significant terms in the disclosure document or in the conduct of trading penny stocks; and

- such other information and is in such form (including language, type, size, and format) as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:

- bid and offer quotations for the penny stock;

- the compensation of the broker-dealer and its salesperson in the transaction;

- the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

- monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

Description of Securities

General

Our authorized capital stock consists of 75,000,000 shares of common stock at a par value of $0.001 per share.

Common Stock

As of January 15, 2010 there were 4,510,000 shares of our common stock issued and outstanding that are held by 29 stockholders of record.

Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

We do not have an authorized class of preferred stock.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Share Purchase Warrants

We have not issued and do not have any outstanding warrants to purchase shares of our common stock.

Options

We have not issued and do not have any outstanding options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have any outstanding securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

Interests of Named Experts and Counsel

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, an interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Hildja Saastamoinen has provided an opinion on the validity of our common stock.

The financial statements included in this prospectus and the registration statement have been audited by De Joya Griffith and Company, LLC to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

Description of Business

Overview

We were incorporated in the State of Nevada on March 31, 2009. We have not started the operations. We intend to export women’s and men’s designer clothing and apparel from the USA to Poland. We have not generated any revenues and the only operation we have engaged in is the development of a business plan.

Our officer and sole director has no professional training or experience in the import business. As a result, her decisions and choices may not take into account standard import business rules commonly used by established import companies. Consequently our operations, earnings and ultimate financial success may suffer irreparable harm as a result.

We maintain our statutory registered agent's office at 375 North Stephanie Street, Suite 1411, Henderson, Nevada 89014-8909. Our business office is located at 21 Pulawska Street, Suite 23, Lublin, Poland 20-051. Our telephone number is +48-223896676.

Apparel industry is one of the largest and most competitive industries in the world. The global apparel industry’s total revenue in 2006 was US $ 1, 252.8 billion. The percentage share of different regions of the world in the total trade revenue in the year 2006 was:


Region	% Share
Asia Pacific	35.40%
Europe	29.40%
USA	22.30%
Rest of the world	12.90%

(1)

(1)http://www.fashionproducts.com/fashion-apparel-overview.html#io

Why Apparel?

Polish footwear and clothing market is one of the most dynamic and promising markets in Europe. Although ranked only 12th position among all European countries in terms of outerwear consumption, it remains the largest and the most promising market amongst the new 12 EU countries. Within the last two years, it experienced double digit sales growth, which reflects the enormous potential of the Polish market.(2)

(2)(http://www.euromonitor.com/Clothing_And_Footwear_in_Poland)

Despite economic turbulences registered all over the world, Poland has been quite resistant with its economy remaining in relatively good condition. The retail market recorded a dynamic growth in 2008 and was not affected by the global recession. Since EU accession in May 2004, the Polish economy has been experiencing a dynamic GDP growth of around 6-7%. At the same time the inflation rate has remained at around 3% while the unemployment rate has dropped significantly to around 10%, both of which being clear signs that the Polish economy has been improving steadily. Also, a considerable increase in the average salary and higher disposable incomes has strengthened consumption confidence among customers and lead to higher spending, including footwear and clothing products.(3)

(3)(http://www.euromonitor.com/Clothing_And_Footwear_in_Poland)

We expect to be able to purchase our inventory at discounted prices at auctions like E-bay.com and Liquidation, which have many online brand name suppliers available and offer merchandise with certain % of the MSRP (the (manufacturer's) suggested retail price ((M)SRP), list price or recommended retail price (RRP) of a product is the price the manufacturer recommends that the retailer sell it for). (4)

(4) http://en.wikipedia.org/wiki/Suggested_retail_price”

The basis for believing that we will be able to purchase our inventory at discounted prices comes from the fact that presently designer brand merchandise is being offered by online merchandise auction stores with discounts.

One of the non-exclusive examples would be E-bay based online designer clothing store “Dawns Designer Clothing” (http://stores.shop.ebay.com/DAWNS-DESIGNER-CLOTHING__W0QQ_armrsZ1), founded on December 5, 2002, which offers new brand name merchandise on “buy-it-now” basis 70-80% of MSRP. (5) Auction style merchandise can be purchased at “Dawns Designer Clothing” even with higher discounts. On January 15, 2010 at least 106 brand name items were available for purchase at 70-80% of retail price. In addition to this over 50 clothing items were offered to be purchased through auctions with even higher discounts.

(5)http://stores.ebay.com/DAWNS-DESIGNER-CLOTHING__W0QQLHQ5fBINZ1QQ_sacatZdawnsdesignerclothingQQ_sidZ72744680QQ_stickyZ1QQ_trksidZp4634Q2ec0Q2em14?_sop=10&_sc=1 (please note that the reference provided above will take you to the main page of Dawns Designer Clothing store offering buy-it-now merchandise at 70-80% of MSRP price. To be able to see the actual merchandise discount offered for the product please chose the item (you will be linked to another page), scroll down and check the product description.)

Another well established E-bay store offering discounts for brand name merchandise is BHFO (http://stores.ebay.com/bhfactoryoutlet). All auctions for brand name apparel start at 0.99 several times a day. All buy-it-now brand name merchandise is offered with 60% of MSRP (6)

(6)http://us.search.bhfo.com/Default.aspx?cat=63861&perpage=10&td=0&viewtype=3&sort=2&page=1&vmode=0&afLinking=1(please note that the reference provided above will take you to the main page of BHFO store offering buy-it-now merchandise at 60% of MSRP. To be able to see the merchandise discount please chose the item (you will be linked to another page, scroll down and check product description).

However if the current economic situation in the USA changes we might not be able to purchase our inventory at presently offered discounted prices and it will materially affect our financial condition and our business could be harmed.

To ensure that all of our exported apparel is always of the highest retail quality, we plan on purchasing merchandise only from reliable and established online stores with excellent reputation. We plan on purchasing only apparel labeled as “new”. New clothes are in original packaging and possess all of the characteristics/qualities/features as advertised by the manufacturer. Traditionally, they are overstock items that were never offered for sale in a retail environment or used in any way.

We do not plan on purchasing “shelf pulls” (apparel that have been exposed to appreciable customer contact and shows signs of handling), returns or salvage (identified as defective for reasons concerning their functionality, appearance, or both).

However we are a development stage corporation and have not started operations, we do not have pre-established relationships with our suppliers and might bear the risk of being sold counterfeit, damaged or misrepresented merchandise. If it happens we will return merchandise to the online suppler for the full money refund. If we are not able to successfully protect ourselves against those risks, then it would materially affect our financial condition and our business could be harmed.

Product Description

Designer Export, Inc intends to supply a variety of designer brand clothing to suit the needs of every individual, whether they are dressing for success or for an afternoon of leisure. Some of the company's products will include: men’s and women’s casual wear, jeans, coats, jackets, parkas, vests, sweaters, pants, skirts, dresses, shorts, t-shirts, suits.

We plan to purchase apparel from online auctions which usually last for 5-7 days. Auction apparel is very quickly availed by customers therefore it is likely that some of items ordered by our customers and described in Sales agreement with Artmex might not be available at the time of the order. We cannot guarantee that merchandise ordered by our customers and supplied by Designer Export, Inc will be 100% match. We will try to find very similar merchandise to one ordered by our customers from various online designer clothing suppliers and can only ensure our potential customers that merchandise delivered to them will be:

- brand new (clothes will be in original packaging and possess all of the characteristics/qualities/features as advertised by the manufacturer);

- similar to merchandise ordered by our customers (brand and description wise);

- reasonably priced.

This business model has an increased risk of higher merchandise returns associated with it, leading to larger expenses and smaller revenues. If we are not able to successfully protect ourselves against this risk, then it would materially affect our financial condition and our business could be harmed.

Our services will include:

- To find new brand name merchandise online at discounted prices. Buy-it-now merchandise will be purchased if offered at 70-80% of MSRP, otherwise merchandise auctions will be used, which usually last 5-7 days and are not widely used by Polish retail stores because of the time difference, unfamiliarity of Polish retailers with USA online auction procedures and rules and finally because of the time and effort involved.

- To contact online suppliers to make sure that merchandise is brand new and in original packaging,

- To negotiate multiple item shipping and insurance discounts as well as volume discounts for high volume orders (English language barrier should be taken into consideration).

- To contact suppliers to rectify the problems in case counterfeit, damaged or misrepresented merchandise was supplied (English language barrier should be taken into consideration).

To minimize problems associated with the purchase of counterfeit, damaged or misrepresented merchandise only suppliers providing a 7-14 day full-money-refund return policy (which entitles the consumer to return the goods within that period for a full money refund) will be used to purchase merchandise. However, rectification of the above mentioned problems as well shipping time needed to return counterfeit, damaged or misrepresented merchandise to a supplier can be time consuming, which may negatively affect our operating results.

Licensing Agreements or Exclusivity Arrangements

We plan to purchase both men’s and women’s fashionable apparel at auctions such as E-bay.com and Liquidation.com at discounted prices and then export them to retail stores in Poland to be sold to the end consumers. In purchasing brand name merchandise from E-bay.com and Liquidation.com to resell we might

potentially be violating distribution or exclusivity agreements that these brand owners have with other parties. This could possibly open us up to law suits or alternatively may limit our ability to fully implement our business plan, which could cause us to cease or suspend our operations.

Competition

We are a new and un-established company, have a weak competitive position in the industry and have not yet earned any revenues. Instead we have an operational loss of $7,557 from March 31, 2009 (date of inception) to October 31, 2009.

We need capital to carry out our current business plan. We also anticipate that we will require additional financing in order to execute our business plan. We may not have sufficient financing to sustain our current operations. Many of the companies with whom we compete have greater financial and technical resources than those available to us. The market for designer clothing in Poland is unproven, and it is uncertain whether apparel exported by Designer Export, Inc will achieve and sustain high levels of demand and market acceptance. The development of the markets for designer clothing will be dependent upon larger corporations, domestic companies and product pricing.

Presently in the local Polish market there are some well structured long standing designer apparel wholesalers and retailers in the marketplace.

Direct competitors include those wholesalers/retailers that carry some of the brands that Designer Export plans on carrying or could move easily into carrying, and are located throughout Poland.

Indirect competitors are those wholesalers/retailers in Poland that focus on a different target market and carry brands of the local designers.

Direct Competition:

· Royal Collection (http://www.royalcollection.com.pl)

· Ultimate Fashion (http://www.ultimatefashion.pl)

· Brand New Products (http://www.brand.net.pl)

· Hurtownia i Sklep Safaris (http://www.sarafis.pl)

· Dora (http://www.dora.comweb.pl)

Indirect Competition:

· Bianca Fashion (http://www.bianca.de)

· ForgetMeNot (http://forgetmenot.pl)

· Bon Prix (http://www.bonprix.pl)

· Ryba (http://ryba.net.pl)

· Scarlet Fashion Shop (http://www.scarletmoda.pl)

Main Competition:

From consideration of designer brands that Designer Export, Inc intends to export, Royal Collection is considered the main competition in Poland.

In the Lubartow area, Scarlet Fashion Shop, located in Lublin and only 26.9 km away from Lubartow based Artmex SP J (the retailer we signed the Sales Agreement with) is considered to be the closest competition.

There can be no assurance that we will be able to compete successfully against current and future competitors, and competitive pressures faced by us may have a material adverse effect on our business, financial condition and results of operations.

Development of Business

Designer Export has several potential methods of penetrating Polish market. They are, from the least resource-intensive to the most resource intensive:

1. Whole sell directly to retail stores or contact buying offices to be placed on their lists.

2. Present the company's website to be able to be engaged into the e-commercing.

3. Open a store.

Designer intends to begin with options 1 and later 2, above, and open a store only when or if we have the available resources and growth to warrant it (currently option 3 is highly questionable). For now, the company plans to use Polish retail stores. These channels are the most appropriate because of time to market, reduced capital requirements, and fast access to established distribution channels.

Orders. Delivery. Inventory.

Designer Export, Inc plans to fill placed orders and to supply the products within a period of thirty days (30) days or less following receipt of any written order. Customers will have two options to pay for Products: by wire transfer prior to product shipment; by sending a check/money order. If customer decides to pay by check/money order, then Designer Export, Inc will apply a certain amount of days before shipping to have the check/money order cleared. Customers will be responsible to cover the shipping costs. Since we have 30 days period to process/fill the order we do not plan to purchase inventory in advance, but rather on request basis. We do not intend to store inventory for any period of time. The orders will be shipped to the customers using USPS, UPS or FedEx, depending on customers’ requests. Customers will be responsible for the custom duties, taxes or any other additional charges that might incur. All shipments wil l be 100% insured for the value of the shipping.

Artmex SP J.

On June 24, 2009 Sales Distribution Agreement was signed with “Artmex SP J”, Poland based clothing retailer.

The agreement with Artmex contains the following material terms:

1. Orders will be expected to be placed by Artmex in writing either by fax or by e-mail. Following receipt of any written order Designer Export, Inc plans to fill placed orders and to supply the products within a period of thirty days (30) days or less.

2. Artmex or Assigns has two options to pay for Products released by Designer to Artmex under this Agreement: by wire transfer prior to product shipment; by sending a check/money order. If Artmex decides to pay by check/money order, then Designer will apply a certain amount of days before shipping to have the check/money order cleared.

3. Product cost in this agreement will be determined according to the Product Description Designer is entitled to make reasonable adjustment(s) to the price of the products; discounts can also be negotiated. All potential price adjustments and discounts will be based on volume of the orders, with the purpose of increasing customer interest and volumes. Artmex will be responsible to cover the shipping costs. The orders will be shipped to Artmex using USPS, UPS or FedEx. Artmex will be responsible for the custom duties, taxes or any other additional charges that might occur. All shipments will be 100% insured for cost of the products shipped.

4. Termination of this Agreement may be commenced upon thirty (30) days written Notice. Termination will be effective sixty days (60) days following the date that Notice of termination is received by the non-terminating Party. Artmex or Assigns will be permitted to sell, market and distribute all Products (that have been ordered from Designer, or are in the possession of Artmex or Assigns at termination).

5. There are no set minimum quota requirements for sales under this Agreement. Designer is obliged to assist in the completion of each sales order regardless of the quantity. Orders will be taken on a case by cases basis by Designer.

The anticipated delivery date for the first Artmex shipment is between January 5-20, 2010. Initially, our director Ms. Urszula Dorota Paszko will work with the current sales agreement. In the future we also expect Ms. Paszko to work on potential sales/distribution agreements with other Polish wholesales, resellers and retailers.

We cannot guarantee that we will be able to find successful contracts with Polish apparel sellers, in which case our business may fail and we will have to cease our operations.

The distribution channel that has received the most attention recently is the Internet. Although it now represents only a small portion of apparel sales (it has to do with the fit and trial issues and difficulties with color and texture perception on computer monitors) this distribution channel has the most potential for growth. Consumers like the convenience of being able to shop from anywhere and at anytime they wish. In the future, assuming available resources and growth of the company, the goal will be to implement a functional and professionally-designed website that will provide information about products and product updates, will accommodate shipment orders as well as online catalogs to purchase products.

Store opening will entirely depend on the success of our business and availability of funds in the future.

Insurance

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

Compliance with Government Regulation

We are not currently subject to direct federal, state or local regulation and we do not believe that government regulation will have a material impact on the way we conduct our business in Poland and the U.S., except:

1. Quotas:

Until very recently, trade in textiles and clothing among World Trade Organization (WTO) members (USA and Poland are members World Trade Organization) was governed by the Agreement on Textiles and Clothing (ATC), which came into force with the WTO Agreement on 1 January 1995. The ATC required the rules of the General Agreement on Tariffs and Trade (GATT) to be phased in progressively over a ten-year period whilst at the same time the quotas in the EU, US and Canada inherited from the Multifibre Arrangement (MFA) were gradually phased out. The ten-year period ended on 1 January 2005 when the ATC expired and all quotas were abolished.

As from the beginning of 2005, therefore, all WTO Members have unrestricted access to the European, American and Canadian markets. (6)

(6) (http://www.wto.org/english/tratop_e/texti_e/texti_e.htm)

2. Tariffs/Duties:

A tariff (or duty, the words are used interchangeably) is a tax levied by governments on the value of imported products.

Poland, a member of the World Trade Organization (WTO) and the European Union, applies the EU's common external tariff to goods from other countries-including the U.S. As a result, Poland’s import tariffs have aligned with the EU tariff rates.(7)

Tariffs in Poland range from 0% to nearly 400% (8)

Products we plan to export to Poland fall under the apparel and clothing product codes of EU (TARIC code of Taxation and Customs Union of EU) and will have a duty rate (tariff rate) of 12% (9) applied to them.

§ TARIC Code 6104 (Women's or girls' suits, ensembles, jackets, blazers, dresses, skirts, divided skirts, trousers, bib and brace overalls, breeches and shorts (other than swimwear), knitted or crocheted);

§ TARIC Code 6103 (Men's or boys' suits, ensembles, jackets, blazers, trousers, bib and brace overalls, breeches and shorts (other than swimwear), knitted or crocheted);

§ TARIC Code 6106 (Women's or girls' blouses, shirts and shirt-blouses, knitted or crocheted); (10)

(7)http://www.state.gov/r/pa/ei/bgn/2875.htm

(8)http://www.nationsencyclopedia.com/Europe/Poland-CUSTOMS-AND-DUTIES.html

(9)http://ec.europa.eu/taxation_customs/dds/cgi-bin/tarduty?Taric=6104000000&SimDate=20091130&Action=1&ProdLine=80&Country=US/0400&Type=0&Action=1&YesNo=1&Indent=-1&Flag=1&Test=tarduty&Periodic=0&Download=0&Lang=EN&Description=yes

(10)http://ec.europa.eu/taxation_customs/dds/tarhome_en.htm

1. Taxes

In addition to duties (tariffs) a Value Added Tax of 22% applies to most imports to Poland and all imported goods are subject to a 5% import tax.(11)

VAT amounts to 3% for unprocessed food, to 7% for most foodstuffs, tourist services (e.g. your hotel and restaurant bills), transportation services (e.g. bus tickets), children-care goods, newspaper and magazines, health-care goods, construction and renovation, communal services (e.g. water distribution) and fertilizers, and to 22% for everything else. (12). Value-added tax that will apply to the goods that we intend to import to Poland will amount to 22%.

(11)http://www.nationsencyclopedia.com/Europe/Poland-CUSTOMS-AND-DUTIES.html

(12)http://www.krakow-info.com/taxes.htm

Employees

We are a development stage company and we have no employees as of the date of this prospectus, other than our officers and sole director.

Research and Development Expenditures

We have not incurred any other research or development expenditures since our incorporation.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

Offices

Our office is currently located at 21 Pulawska Street, Suite 23, Lublin, Poland, 20-051. Our telephone number is +48-223896676, our fax number is +48-224853458. This is the office of ourDirector, Ms. Urszula Dorota Paszko. We do not pay any rent to Ms. Paszko and there is no agreement to pay any rent in the future. Such costs are immaterial to the financial statements and, accordingly have not been reflected therein. Upon the completion of our offering, we do not intend to establish an office elsewhere.

Legal Proceedings

We are not currently a party to any legal proceedings. Our address for service of process in Nevada is 375 North Stephanie St, Suite 1411, Henderson, Nevada 89014-8909.

Market for Common Equity and Related Stockholder Matters

No Public Market for Common Stock

There is presently no public market for our common stock. We anticipate applying for trading of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.

Stockholders of Our Common Shares

As of the date of this registration statement we have 30 registered shareholders.

Rule 144 Shares

A total of 3,000,000 shares of our common stock are available for resale to the public in accordance with the volume and trading limitations of Rule 144 of the Act. The SEC has recently adopted amendments to Rule 144 which became effective on February 15, 2008 and applies to securities acquired both before and after that date. Under these amendments, a person who has beneficially owned restricted shares of our common stock for at least six months is entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding the sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.

Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or at any time during the three months preceding the sale, are subject to additional restrictions. Such person is entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:



	•	1% of the total number of securities of the same class then outstanding, which will equal 45,100 shares as of the date of this prospectus; or



	•	the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

provided, in each case that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.

Such sales must also comply with the manner of sale and notice provisions of Rule 144.

As of the date of this prospectus, persons who are our affiliates hold all of the 3,000,000 shares that may be sold pursuant to Rule 144.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:


1.	we would not be able to pay our debts as they become due in the usual course of business; or

2.	our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

Plan of Operation

We are a development stage corporation and have not started operations or generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we implement our business plan and deliver our first merchandise order to the customers in Poland. We are not raising any money in this offering. Our only sources for cash at this time are investments by shareholders in our company and cash advances from our sole director.

Following the date of this registration statement, our business plan is as follows:

November-January, 2009-2010: Negotiate sales agreements with potential customers.

We expect our first merchandise order to be shipped to Poland between January 5 and 20, 2010. During October-December, 2009 we have we have contacted 44 prospective Polish businesses (out of 50-60 we have originally intended to contact). As of January15, 2010 Artmex is the only Polish retailer we have signed sales agreement with. We have no other companies interested in signing sales distribution agreements as of January 15, 2010.

Even though the negotiation of additional agreements with customers will be ongoing during the life of our operations, we cannot guarantee that we will be able to find successful agreements, in which case our business may fail and we will have to cease our operations.

Even if we are able to obtain sufficient number of sales agreements at the end of the twelve month period, there is no guarantee that we will be able to attract and more importantly retain enough customers to justify our expenditures. If we are unable to generate a significant amount of revenue and to successfully protect ourselves against those risks, then it would materially affect our financial condition and our business could be harmed.

We are not raising any money in this offering. Our only sources for cash at this time are investments by shareholders in our company and cash advances from our sole director. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us. Failure to raise additional financing will cause us to go out of business. If this happens, you could lose all or part of your investment.

However as of January 15, 2010 we had 14,815 in bank account available for our business operations, which should be enough to ship our first merchandise to Poland in January 2010. Additionally, we expect our customers to pay for merchandise by wire transfer, check or money order in advance, before we ship the apparel to Poland.

We plan to fill placed orders and to supply the products within a period of thirty days (30) days or less following receipt of any written and paid order. We do not plan to purchase inventory in advance, but rather on request basis. We do not intend to store inventory for any period of time currently or in the future.

January-April, 2010: Commence Marketing Campaign. Estimated cost $2,000.

We plan to attend trade shows and exhibitions in retail industry, which help importers and exporters come face to face and find new business opportunities and trading partners. We plan to attend the apparel and clothing show “Next Season”, on March 2-4, 2010 in Poznan, Poland to attend professional meetings and discussions, exchange of views and opinions, and most importantly to try to secure some contracts with potential customers.

Marketing is an ongoing matter that will continue during the life of our operations.

March-May 2010. Develop Website. Estimated Cost $3,455.

By March of 2010, assuming available recourses and company growth as planned we intend to begin developing our website. We plan to hire an outside web designer to help us design and develop our website. The website development costs, including site design and implementation will be approximately $2,800. The ongoing annual costs (including one-time domain registration fee at $95, site hosting - $30 per month with SBC Yahoo and search engine registration - $200 per year) come up to $655. Updating and improving our website will continue throughout the lifetime of our operations.

June-August, 2010: Hire Part-Time Sales Person. Estimated Cost $1,575.

Initially, our director, will look for potential customers in retail industry. We intend to use marketing strategies, such as direct mailing, phone calls and e-mails to potential customers.

Once potential customers begin to purchase our merchandise, we may hire one part-time salesperson with good knowledge and broad connections to the retail industry.

This individual will be an independent contractor compensated solely in the form of commissions, calculated as a percentage of net profits generated from sold merchandise orders. The typical duties of the sales distribution person will be to find potential wholesalers/retailers to secure contracts and to retain existing customer base. We expect to pay our sales distribution person nine percent of the net profits realized from our business (inventory purchases of approximately 35,000 (an estimate); Designer’s 50% margin of $35,000 is $17,500. Nine percent of $17,500 comes to $1,575).

September, 2010 – January, 2011: Set up Office. Estimated cost $4,000.

By September of 2010, assuming available recourses, we might plan to set up office in Poland. We believe that it will cost approximately $4,000 to set up and obtain the necessary office equipment/furniture to begin operations. Our sole officer and director will handle our administrative duties.

We therefore expect to incur the following costs in the next 12 months in connection with our business operations:


Marketing costs	$ 2,000
General administrative costs	600
Website development costs	2,800
Website ongoing costs	655
Inventory purchase	35,000
Commissions of PT Sales Person	1,575
Estimated cost of this offering	8,504
Office Set Up	4,000
Total	$ 55,134

Limited operating history; need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

Our current cash reserves are not sufficient to meet our obligations for the next twelve-month period. As a result, we will need to seek additional funding in the near future.

We anticipate that additional funding will be from the sale of additional common stock. We may seek to obtain short-term loans from our director as well, although no such arrangement has been made. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our director to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing. If we are unable to raise the required financing, our operations could be materially adversely affected and we could be forced to cease operations.

Results of Operations for Period Ending October 31, 2009

Since our inception on March 31, 2009 to October 31, 2009, we incurred net loss of $7,557. These operating expenses were comprised of $552 for bank charges, $6,500 for accounting and legal fees, $76.00 for telephone charges, $299 is for an incorporation service fee and $130 for miscellaneous charges. As of October 31, 2010, we had cash of $16,342 in our bank accounts. However, we anticipate that we will incur substantial losses over the next 12 months.

We have not attained profitable operations and are dependent upon obtaining financing to continue with our business plan. For these reasons, there is substantial doubt that we will be able to continue as a going concern.

Changes In and Disagreements with Accountants

We have had no changes in or disagreements with our accountants.

Available Information

We have filed a registration statement on Form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission’s principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms.

The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our registration statement and the referenced exhibits can also be found on this site.

Reports to Security Holders

Upon effectiveness of this Prospectus, we will be subject to the reporting and other requirements of the Exchange Act. We will make available to our shareholders annual reports containing financial statements audited by our independent auditors and our quarterly reports containing unaudited financial statements for each of the first three quarters of each year; however, we will not send the annual report to our shareholders unless requested by an individual shareholder.

The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.

Directors, Executive Officers, Promoters and Control Persons

Our executive officer and director and his age as of the date of this prospectus is as follows:

Director:


Name of Director	Age

Urszula Dorota Paszko	34

Executive Officers:

Name of Officer	Age	Office

Urszula Dorota Paszko	34	President, Chief Executive Officer, Treasurer, Chief Financial Officer and Chief Accounting Officer
		Secretary

Biographical Information

Set forth below is a brief description of the background and business experience of our officers and sole director for the past five years.

From March 31, 2009 till August 21, 2009 Mr. Rabok was our President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer and sole member of our board of directors. On August 21,2009 he sold his shares to Mr. Tarasevich, resigned and was replaced by Mr. Tarasevich, who was appointed our President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer and sole member of our board of directors.

From August 21, 2009 until September 28, 2009 Mr. Mikhail Tarasevich was our President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer and sole member of our board of directors. On September 28, 2009,2009 he sold his shares to Ms. Urszula Dorota Paszko , resigned and was replaced by Ms. Paszko, who is our new President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer and sole member of our board of directors.

Since March 2009, Urszula Dorota Paszko has been our Secretary. On September 28, 2009 she was appointed our President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer and sole member of our board of directors.

In June of 2001 Ms. Paszko finished Secretary Courses in Lublin, Poland and from March 2003 till October 2007 has been working as Secretary for a small Polish retail company “Sklep Odziez dziecieca” in Lublin, Poland. The company specialized in retail of children’s clothing.

Since November 2007 Ms. Paszko has been working as sole proprietor owning a tile and bathroom accessory retail store “Rondo Sklep Hydrauliczny” in Lublin, Poland being responsible for the day-to-day operations of the store. Some of Ms. Paszko’s responsibilities are to buy inventory, unpack merchandise, build displays, sell products to the customers, handle store accounts and merchandise returns. Some of the non-exclusive examples of the products sold at the store are: faucets, tubs, showers, cabinets, vanities, countertops, toilets, granite, marble and engineered stone tile, towel bars, mirrors, lights, shower curtain rods, plumbing fixtures, ventilation fans, cabinet knobs, granite and marble counter tops, teak shower trays, seats, and other bathroom accessories.

Ms. Paszko intends to devote close to 30% (12 hours /week) of her time to planning and organizing activities for Designer Export, Inc.

During the past five years, Ms. Paszko has not been the subject to any of the following events:

1. Any bankruptcy petition filed by or against any business of Ms. Paszko was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.

3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Ms. Paszko’s involvement in any type of business, securities or banking activities.

4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Significant Employees

We have no significant employees other than our officers and sole director.

Audit Committee Financial Expert

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.

Conflicts of Interest

Urszula Dorota Paszko, our President will be devoting approximately 30% of her time to our operations. Because Ms. Paszko will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to her. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a cessation of operations.

Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal period from our incorporation on March 31, 2009 to July 31, 2009 (our fiscal year end) and subsequent thereto to the date of this prospectus.


SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compens ation ($)	Total ($)
Mikhail Tarasevich Former President, CEO, CFO, Treasurer, Chief Accounting Officer, and sole director Urszula Dorota Paszko President, CEO, CFO, Treasurer, Chief Accounting Officer, sole director and Secretary	2009 2010 2009 2010	None None None None	None None None None	None None None None	None None None None	None None None None	None None None None	None None None None	None None None None

Stock Option Grants

We have not granted any stock options to our executive officer since our inception.

Consulting Agreements

We do not have an employment or consulting agreement with any of our officers or director. We do not pay any of them for acting as a director or officer.

Security Ownership of Certain Beneficial Owners and Management

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of the date of this prospectus, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.


Title of	Name and address	Amount of beneficial	Percent
Class	of beneficial owner	ownership	of class
Common	Urszula Dorota Paszko	3,000,000	66.52%
Stock	President, Chief Executive Officer, Chief Financial Officer,
	Treasurer, Chief Accounting Officer, sole Director and Secretary
	21 Pulawska St, Suite 23,
	Lublin, Poland, 20-051
Common	Officer and Director as a	3,000,000	66.52%
Stock	group that consists of one person	shares

The percent of class is based on 4,510,000 shares of common stock issued and outstanding as of the date of this prospectus.

Certain Relationships and Related Transactions

None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with usor in any presently proposed transaction that has or will materially affect us:

* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;
* Our sole promoter, Urszula Dorota Paszko;
* Any relative or spouse of any of the foregoing persons who has the same house as such person;
* Immediate family members of directors, director nominees, executive officers and owners of 5% or more of our common stock.

On March 31, 2009 Mr. Rabok advanced funds to us in the amount of $299. There is no due date for the repayment of the funds advanced by Mr. Rabok. Mr. Rabok will be repaid from revenues of operations if and when we generate revenues to repay the obligation. There is no assurance that we will ever generate revenues from our operations. The obligation to Mr. Rabok does not bear interest. There is no written agreement evidencing the advancement of funds by Mr. Rabok or the repayment of the funds to Mr. Rabok. The entire transaction was oral.

On May 8, 2009 we issued a total of 2,500,000 shares of restricted common stock to Mr. Rabok for total cash proceeds of $2,500.

On May 27, 2009, we issued a total of 500,000 shares of common stock at a price of $0.001 per share to Ms. Urszula Dorota Paszko, our current sole officer and director, for total cash proceeds of $500.

On August 21, 2009, Mr. Rabok sold his 2,500,000 restricted shares of common stock in consideration for $2,500 cash to Mr. Mikhail Tarasevich.

On September 28, 2009 Mr. Tarasevich sold his 2,500,000 restricted shares of common stock in consideration for $2,500 cash to Ms. Urszula Dorota Paszko, who is our new President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of the board of directors.

Disclosure of Commission Position Of Indemnification for
Securities Act Liabilities

Our officers and sole director is indemnified as provided by the Nevada Revised Statutes and our Bylaws. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction. We will then be governed by the court's decision.

FINANCIAL STATEMENTS

Index to Financial Statements:



1.	Report of Independent Registered Public Accounting Firm;			F-1

2.	Audited financial statements for the period from inception (March 31, 2009) to July 31, 2009
	a.	Balance Sheet;	F-2
	b.	Statement of Operations;	F-3
	c.	Statement of Cash Flows;	F-4
	d.	Statement of Stockholder’s Equity; and	F-5
	e.	Notes to Financial Statements	F-6

Report of Independent Registered Public Accounting Firm

To The Board of Directors and Stockholders

Designer Export, Incorporated

Lublin, Poland

We have audited the accompanying balance sheet of Designer Export, Inc. (A Development Stage Company) as of July 31, 2009, and the related statements of operations, stockholders’ equity, and cash flows from inception (March 31, 2009) to July 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audit.

We conducted our audit in accordance with 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 audit provides 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 Designer Export Inc. (A Development Stage Company) as of July 31, 2009, and the results of their operations and cash flows from inception (March 31, 2009) to July 31, 2009 in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

De Joya Griffith & Company, LLC

/s/ De Joya Griffith & Company, LLC

Henderson, NV

September 14, 2009

F-1


DESIGNER EXPORT, INC. (A Development Stage Company) Balance Sheet (Audited)

Assets
			As of
			July 31,
			2009
Current Assets
	Cash	$	23,096

Total current assets			23,096
Total assets		$	23,096


Liabilities and Stockholders’ Equity


Current Liabilities
	Advance from director	$	299

	Total current liabilities		299
	Total liabilities		299


Stockholders’ Equity

	Common stock, $0.001 par value, 75,000,000 shares authorized;
	4,510,000 shares issued and outstanding		4,510
	Additional paid-in-capital		19,090
	Deficit accumulated during the development stage		(803)
Total stockholders’ equity			22,797
Total liabilities and stockholders’ equity		$	23,096

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

F-1


DESIGNER EXPORT, INC. (A Development Stage Company) Statement of Operations (Audited)
			From Inception (March 31, 2009) to July 31, 2009

Revenues	$	-

Expenses
General and administrative		803
Net loss from operations		(803)
Net loss	$		(803)


Loss per common share -basic	$		Nil

Weighted Average Number of Common Shares Outstanding-basic			2,470,163


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

F-2


DESIGNER EXPORT, INC. (A Development Stage Company) Statement of Stockholders’ Equity From Inception(March 31, 2009) to July 31, 2009 (Audited)
		Number of common shares		Amount	Additional paid-in- capital	Deficit accumulated during development stage	Total stockholders’ equity



Balance at inception (March 31, 2009)
		-		$ -	$ -	$ -	$ -
May 2009 Common shares
issued for cash at $0.001		3,000,000		3,000	-	-	3,000

June 2009 Common shares
issued for cash at $0.01		960,000		960	8,640		9,600

July 2009 Common shares
Issued for cash at $0.02		550,000		550	10,450		11,000

Net (loss)						(803)	(803)
Balance as of July 31, 2009 (audited)	4,510,000		$ 4,510		$ 19,090	$ (803)	$ 22,797

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

F-3


DESIGNER EXPORT, INC. (A Development Stage Company) Statement of Cash Flows (Audited)
						From Inception (March 31, 2009) to July 31, 2009
Cash flows from operating activities
	Net loss				$	(803)
	Net cash used by operating activities					(803)

Cash flows from financing activities
		Advance from director				299
		Proceeds from issuance of common stock				23,600
		Net cash provided by financing activities				23,899


Net increase in cash and equivalents						23,096

Cash and equivalents at beginning of the period						-
Cash and equivalents at end of the period					$	23,096


			Supplemental cash flow information:

			Cash paid for:

			Interest	$		-

			Taxes	$		-

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

F-4

DESIGNER EXPORT, INC.

(A Development Stage Company)

Notes to Financial Statements

July 31, 2009

(Audited)

NOTE 1- NATURE OF OPERATIONSAND BASIS OF PRESENTATION

DESIGNER EXPORT, INC. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on March 31, 2009. The Company is in the development stage as defined under Statement on Financial Accounting Standards No. 7, Development Stage Enterprises (“SFAS No.7”) and its efforts are primarily devoted to exporting designer brand apparel from the United States to Poland. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception (March 31, 2009) through July 31, 2009, the Company has accumulated losses of $803.

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements present the balance sheet, statement of operations, stockholder’s equity and cash flows of the Company. The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

Fiscal Periods

The Company's fiscal year end is July 31.

Going Concern

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $803 as of July 31, 2009 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

Use of Estimates and Assumptions

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

Foreign Currency Translation

The Company's functional currency and its reporting currency is the United States dollar.

Fair Value of Financial Instruments

The carrying value of the Company’s financial instruments approximates their fair value because of the short maturity of these instruments.

Stock-based Compensation

Stock-based compensation is accounted for at fair value in accordance with SFAS 123(R). To date, the Company has not adopted a stock option plan and has not granted any stock options.

F-5

DESIGNER EXPORT, INC.

(A Development Stage Company)

Notes to Financial Statements

July 31, 2009

(Audited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

Income Taxes

The Company follows the liability method of accounting for income taxes in accordance with Statements of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes” and clarified by FIN 48 “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109.” Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. 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 a ssets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

Net Loss per Share

The Company computes net loss per share in accordance with SFAS No. 128,"Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.

Recent Accounting Pronouncements

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (“SFAS 168”) and in doing so, authorized the Codification as the sole source for authoritative U.S. GAAP. SFAS No. 168 will be effective for financial statements issued for reporting periods that end after September 15, 2009. The Company will begin to use the new Codification when referring to GAAP in its annual report on Form 10-K for the fiscal year ending July 31, 2010. This will not have an impact on the results of the Company.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167,“Amendments to FASB Interpretation No. 46(R),” (“SFAS 167”). The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS 167 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Company will adopt SFAS 167 in fiscal 2010. The Company does not expect that the adoption of SFAS 167 will have a material impact on the financial statements.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, “Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140,” (“SFAS 166”). SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company will adopt SFAS 166 in fiscal 2010. The Company does not expect that the adoption of SFAS 166 will have a material impact on the financial statements.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 165, “Subsequent Events,” (“SFAS No. 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 applies to both interim financial statements and annual financial statements. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. SFAS 165 does not have a material impact on our financial statements.

F-6

DESIGNER EXPORT, INC.

(A Development Stage Company)

Notes to Financial Statements

July 31, 2009

(Audited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

In April 2009, the FASB issued Financial Staff Position No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”). FAS 157-4 provides guidance on estimating fair value when market activity has decreased and on identifying transactions that are not orderly. Additionally, entities are required to disclose in interim and annual periods the inputs and valuation techniques used to measure fair value. FAS 157-4 is effective for interim and annual periods ending after June 15, 2009. The Company does not expect the adoption of FAS 157-4 will have a material impact on its financial condition or results of operation.

In December 2008, the FASB issued Financial Staff Position No. FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities.” This disclosure-only improves the transparency of transfers of financial assets and an enterprise’s involvement with variable interest entities, including qualifying special-purpose entities. FAS 140-4 is effective for the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged. The Company adopted FAS 140-4 effective March 31, 2009. The adoption had no impact on the Company’s results of operations, financial condition or cash flows.

In December 2008, the FASB issued Financial Staff Position No. FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FAS 132(R)-1”). FAS 132(R)-1 requires additional fair value disclosures about employers’ pension and postretirement benefit plan assets consistent with guidance contained in SFAS 157. Specifically, employers will be required to disclose information about how investment allocation decisions are made, the fair value of each major category of plan assets and information about the inputs and valuation techniques used to develop the fair value measurements of plan assets. FAS 132 (R)-1 is effective for fiscal years ending after December 15, 2009. The Company does not expect the adoption of FAS 132(R)-1 will have a material impact on its financial condition or results of operation.

In October 2008, the FASB issued Financial Staff Position No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active,” (“FAS 157-3”), which clarifies application of SFAS 157 in a market that is not active. FAS 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued. The adoption of FAS 157-3 had no impact on the Company’s results of operations, financial condition or cash flows.

In September 2008, the FASB issued exposure drafts that eliminate qualifying special purpose entities from the guidance of SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” and FASB Interpretation 46 (revised December 2003), “Consolidation of Variable Interest Entities − an interpretation of ARB No. 51,” as well as other modifications. While the proposed revised pronouncements have not been finalized and the proposals are subject to further public comment, the Company anticipates the changes will not have a significant impact on the Company’s financial statements. The changes would be effective March 1, 2010, on a prospective basis.

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1,Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our financial positionand results of operations if adopted.

F-7

DESIGNER EXPORT, INC.

(A Development Stage Company)

Notes to Financial Statements

July 31, 2009

(Audited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS

No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133”. This standard requires companies to provide 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 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. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its financial position, results of operations or cash flows.

In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for “plain vanilla” share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51”. This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods wi thin those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.

F-8

DESIGNER EXPORT, INC.

(A Development Stage Company)

Notes to Financial Statements

July 31, 2009

(Audited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

In December 2007, the FASB, issued FAS No. 141 (revised 2007), “Business Combinations”. This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141. This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to 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, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements”. It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.

NOTE 3- STOCKHOLDERS’ EQUITY

The authorized capital of the Company is 75,000,000 common shares with a par value of $ 0.001 per share.

On May 8, 2009, the Company issued 2,500,000 shares of common stock to a director at a price of $0.001 per share for total cash proceeds of $2,500.

On May 27, 2009, the Company issued 500,000 shares of common stock at a price of $0.001 per share for total cash proceeds of $500.

On June 23, 2009, the Company issued 960,000 shares of common stock at a price of $0.01 per share for total cash proceeds of $9,600.

On July 16, 2009, the Company issued 550,000 shares of common stock at a price of $0.02 per share for total cash proceeds of $11,000.

During the period from (inception) March 31, 2009 to July 31, 2009, the Company sold a total of 4,510,000 shares of common stock for total cash proceeds of $23,600.

F-9

NOTE 4 - INCOME TAXES

As of July 31, 2009, the Company had net operating loss carry forwards of $803 that may be available to reduce future years’ taxable income through 2029. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

Components of net deferred tax assets, including a valuation allowance, are as follows at July 31, 2009


		2009
Deferred tax assets:
Net operating loss carry forward	$	803
Total deferred tax assets		281
Less: valuation allowance		(281)
Net deferred tax assets	$	-

The valuation allowance for deferred tax assets as of July 31, 2009 was $281. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would be realized as of July 31, 2009.

Reconciliation between the statutory rate and the effective tax rate is as follows at July 31, 2009:


	2009
Federal statutory tax rate	(35.0)	%
Permanent difference and other	35.0	%
Effective tax rate	-	%

NOTE 5- RELATED PARTY TRANSACTIONS

On March 31, 2009, the Company received an advance from the Director in the amount of $299. The amount due to this party is non-interest bearing, due upon demand and unsecured.

On May 8, 2009, the director purchased 2,500,000 shares of common stock in the Company at $0.001 per share for $2,500 (See Note 3- Stockholders’ Equity).

On May 27, 2009, Ms Paszko purchased 500,000 shares of common stock in the Company at $0.001 per share for $500 (See Note 3- Stockholders’ Equity).

On August 21, 2009, Mr. Rabok sold his 2,500,000 restricted shares of common stock in consideration for $2,500 cash to Mr. Mikhail Tarasevich, who is Designer Export, Inc’s new President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer and sole member of our board of directors.

On September 28, 2009, Mr. Tarasevich sold his 2,500,000 restricted shares of common stock in consideration for $2,500 cash to Ms. Urszula Dorota Paszko, who is Designer Export, Inc’s new President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer and sole member of our board of directors.

NOTE 6- SUBSEQUENT EVENTS

F-10


DESIGNER EXPORT, INC. (A Development Stage Company) Balance Sheets

Assets
				As of October 31, 2009 (Unaudited)			As of July 31, 2009 (Audited)



Current Assets
	Cash	$		16,342		$	23,096

Total current assets				16,342			23,096
Total assets		$		16,342		$	23,096


Liabilities and Stockholders’ Equity


Current Liabilities
	Advance from director		$		299	$	299

	Total current liabilities				299		299
	Total liabilities				299		299


Stockholders’ Equity

	Common stock, $0.001 par value, 75,000,000 shares authorized;
	4,510,000 shares issued and outstanding				4,510		4,510
	Additional paid-in-capital				19,090		19,090
	Deficit accumulated during the development stage				(7,557)		(803)
Total stockholders’ equity					16,043		22,797
Total liabilities and stockholders’ equity			$		16,342	$	23,096

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

F-1


DESIGNER EXPORT, INC. (A Development Stage Company) Statement of Operations (Unaudited)
		Three Months Ended October 31, 2009		From Inception (March 31, 2009) to October 31, 2009

Revenues	$	-	$	-

Expenses
General and administrative		6,754		7,557
Net loss from operations		(6,754)		(7,557)
Net loss	$	(6,754)	$	(7,557)


Loss per common share -basic	$	Nil	$	Nil

Weighted Average Number of Common Shares Outstanding-basic		4,510,000


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

F-2


DESIGNER EXPORT, INC. (A Development Stage Company) Statement of Stockholders’ Equity From Inception(March 31, 2009) to October 31, 2009 (Unaudited)
		Number of common shares		Amount	Additional paid-in- capital	Deficit accumulated during development stage	Total stockholders’ equity



Balance at inception (March 31, 2009)
		-		$ -	$ -	$ -	$ -
May 2009 Common shares
issued for cash at $0.001		3,000,000		3,000	-	-	3,000

June 2009 Common shares
issued for cash at $0.01		960,000		960	8,640		9,600

July 2009 Common shares
Issued for cash at $0.02		550,000		550	10,450		11,000

Net loss						(803)	(803)
Balance as of July 31, 2009	4,510,000		4,510		19,090	(803)	22,797
Net loss	-		-		-	(6,754)	(6,754)
Balance as of October 31, 2009 (unaudited)	4,510,000		$ 4,510		$ 19,090	$ (7,557)	$ 16,043

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

F-3


DESIGNER EXPORT, INC. (A Development Stage Company) Statement of Cash Flows (Unaudited)
					Three Months Ended October 31, 2009			From Inception (March 31, 2009) to October 31, 2009
Cash flows from operating activities
	Net loss			$	(6,754)		$	(7,557)
	Net cash used by operating activities				(6,754)			(7,557)

Cash flows from financing activities
		Advance from director			-			299
		Proceeds from issuance of common stock			-			23,600
		Net cash provided by financing activities			-			23,899


Net increase in cash and equivalents					(6,754)			16,342

Cash and equivalents at beginning of the period					23,096			-
Cash and equivalents at end of the period				$	16,342		$	16,342


			Supplemental cash flow information:

			Cash paid for:

			Interest			$	-

			Taxes			$	-

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

F-4

DESIGNER EXPORT, INC.

(A Development Stage Company)

Notes to Financial Statements

October 31, 2009

(Unaudited)

NOTE 1- NATURE OF OPERATIONSAND BASIS OF PRESENTATION

DESIGNER EXPORT, INC. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on March 31, 2009. The Company is in the development stage as defined under FASB ASC 915-10. “Development Stage Entities” and its efforts are primarily devoted to exporting designer brand apparel from the United States to Poland. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception (March 31, 2009) through October 31, 2009, the Company has accumulated losses of $7,557.

The financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of October 31, 2009 and the results of operations, stockholders' equity and cash flows presented herein have been included in the financial statements.

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three month period ended October 31, 2009, are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2010. For further information refer to the financial statements and footnotes thereto included in the Company’s Registration Statement on Form S-1 for the year ended July 31, 2009.

The Company has evaluated subsequent events through January 12, 2010, the date which the financial statements were available to be issued. The Company has determined that there were no such events that warrant disclosure or recognition in the financial statements.

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements present the balance sheet, statement of operations, stockholders’ equity and cash flows of the Company. The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

Fiscal Periods

The Company's fiscal year end is July 31.

Going Concern

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $7,557 as of October 31, 2009 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock. The financials statements do not incl ude any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence.

F-5

DESIGNER EXPORT, INC.

(A Development Stage Company)

Notes to Financial Statements

October 31, 2009

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

Use of Estimates and Assumptions

Foreign Currency Translation

The Company's functional currency and its reporting currency is the United States dollar.

Fair Value of Financial Instruments

The carrying value of the Company’s financial instruments approximates their fair value because of the short maturity of these instruments.

Stock-based Compensation

Stock-based compensation is accounted for at fair value in accordance with FASB ASC 718-10, “Compensation- Stock Compensation”. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Income Taxes

The Company follows the liability method of accounting for income taxes in accordance with FASB ASC 740-10, “Income Taxes”. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive ena ctment.

Net Loss per Share

The Company computes net loss per share in accordance with FASB ASC 260-10,"Earnings per Share". FASB ASC 260-10 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.

F-6

DESIGNER EXPORT, INC.

(A Development Stage Company)

Notes to Financial Statements

October 31, 2009

(Unaudited)

NOTE 3- STOCKHOLDERS’ EQUITY

The authorized capital of the Company is 75,000,000 common shares with a par value of $ 0.001 per share.

On May 8, 2009, the Company issued 2,500,000 shares of common stock to a director at a price of $0.001 per share for total cash proceeds of $2,500.

On May 27, 2009, the Company issued 500,000 shares of common stock at a price of $0.001 per share for total cash proceeds of $500.

On June 23, 2009, the Company issued 960,000 shares of common stock at a price of $0.01 per share for total cash proceeds of $9,600.

On July 16, 2009, the Company issued 550,000 shares of common stock at a price of $0.02 per share for total cash proceeds of $11,000.

During the period from inception (March 31, 2009) to October 31, 2009, the Company sold a total of 4,510,000 shares of common stock for total cash proceeds of $23,600.

NOTE 4- RELATED PARTY TRANSACTIONS

On March 31, 2009, the Company received an advance from the Director in the amount of $299. The amount due to this party is non-interest bearing, due upon demand and unsecured.

On May 8, 2009, the director purchased 2,500,000 shares of common stock in the Company at $0.001 per share for $2,500 (See Note 3- Stockholders’ Equity).

On May 27, 2009, Ms Paszko purchased 500,000 shares of common stock in the Company at $0.001 per share for $500 (See Note 3- Stockholders’ Equity).

On September 28, 2009, Mr. Tarasevich sold his 2,500,000 restricted shares of common stock in consideration for $2,500 cash to Ms. Urszula Dorota Paszko, who is our new President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of the board of directors.

F-7

SUBJECT TO COMPLETION, DATEDJanuary 15, 2010

PROSPECTUS

DESIGNER EXPORT, INC.

1,510,000 SHARES

COMMON STOCK

Dealer Prospectus Delivery Obligation

Until ________________________, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Part II. Information Not Required In the Prospectus

Other Expenses of Issuance and Distribution

The estimated costs of this offering are as follows:


Securities and Exchange Commission registration fee	$	4
Transfer Agent Fees		2,500
Accounting fees and expenses		3,800
Legal fees and expenses		1,700
Edgar filing fees		500

Total	$	8,504

All amounts are estimates other than the Commission's registration fee.

We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or other costs of sale.

Indemnification of Directors and Officers

Our officers and sole director is indemnified as provided by the Nevada Revised Statutes and our bylaws.

Under the NRS, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation; that is not the case with our articles of incorporation. Excepted from that immunity are:


	(1)	a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;

	(2)	a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);

	(3)	a transaction from which the director derived an improper personal profit; and

	(4)	willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:


	(1)	such indemnification is expressly required to be made by law;

	(2)	the proceeding was authorized by our Board of Directors;

	(3)	such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or

	(4)	such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request. This advance of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise.

Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interests.

Recent Sales of Unregistered Securities

We issued 2,500,000 shares of our common stock to Mr. Rabok on May 8, 2009, who was our President, Chief Executive Officer, Treasurer, and our sole Director till August 21, 2009. He acquired these 2,500,000 shares at a price of $0.001 per share for total proceeds to us of $2,500.00. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 (the "Securities Act").

In connection with this issuance, Mr. Rabok was provided with access to all material aspects of the company, including the business, management, offering details, risk factors and financial statements.

He also represented to us that he was acquiring the shares as principal for his own account with investment intent. He also represented that he was sophisticated, having prior investment experience and having adequate and reasonable opportunity and access to any corporate information necessary to make an informed decision. This issuance of securities was not accompanied by general advertisement or general solicitation. The shares were issued with a Rule 144 restrictive legend.

On August 21, 2009, Mr. Rabok sold his 2,500,000 restricted shares of common stock in consideration for $2,500 cash to Mr. Mikhail Tarasevich, who was Designer Export, Inc’s President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer and sole member of our board of directors till September 28, 2009.

We issued 500,000 shares of our common stock to Urszula Dorota Paszko on May 27, 2009. Ms. Paszko was our Secretary. She acquired these 500,000 shares at a price of $0.001 per share for total proceeds to us of $500.00. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 (the "Securities Act").

On September 28, 2009, Mr. Tarasevich resigned and sold his 2,500,000 restricted shares of common stock in consideration for $2,500 cash to Ms. Urszula Dorota Paszko, who was appointed our President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer and sole member of our board of directors.

As there is no current trading market for our securities we cannot determine the fair market value of our shares. Ms Paszko purchased 2,500,000 restricted shares of common stock on September 28, 2009 in consideration for $2,500 (price of 0.001 per share), which is the issuance price of the shares on May 8, 2009

As of September 28, 2009 Ms. Paszko has 3,000,000 restricted shares of common stock of Designer Export, Inc.

We completed an offering of 960,000 shares of our common stock at a price of $0.01 per share to the following 12 purchasers on June 24, 2009:


Name of Subscriber	Number of Shares
PIOTR MICHALOWSKI	80,000
LUKASZ KAMIL MAKSYMIUK	80,000
ANNA IZABELA WEREMCZUK	80,000
DARIUSZ JAN MALACH	80,000
OLESYA TARASENKO	80,000
TATIANA TARASENKO	80,000
NINA MOROZOVA	80,000
EVGENY TARASENKO	80,000
TATYANA BONDAREVA	80,000
DMITRY DROZDOV	80,000
JAN WALDEMAR CEPLIN	80,000
DANUTA CEPLIN	80,000

The total amount received from this offering was $9,600. We completed this offering pursuant to Regulation S of the Securities Act.

We completed an offering of 550,000 shares of our common stock at a price of $0.02 per share to the following 16 purchasers on July 17, 2009:


Name of Subscriber	Number of Shares
MIROSLAW JACEK PASZKO	50,000
ALENA HOTLIB	50,000
BOLESLAW ZUK	50,000
ALBERT JANUSZ SOWA	50,000
IRYNA PRAKAPOVICH	50,000
NATALLIA PRASMYTSKAYA	50,000
MONIKA KARWAT	25,000
GRZEGORZ KAZIMIERZ KARWAT	25,000
PIOTR ADAM BLIZNIUK	25,000
KRZYSZTOF RYSZARD LEDWICH	25,000
CEZARY KAROL DARCZUK	25,000
HANNA TARASEVICH	25,000
VLADIMIR KANTEROUK	25,000
FRANCISZEK ZBIGNIEW PERCHUC	25,000
TOMASZ SZCZEPAN STEPNIEWSKI	25,000
GABRIEL HENRYK DOMANSKI	25,000

The total amount received from this offering was $11,000. We completed this offering pursuant to Regulation S of the Securities Act.

Regulation S Compliance

Each offer or sale was made in an offshore transaction;

We did not make any directed selling efforts in the United States. We also did not engage any distributors, any respective affiliates, nor any other person on our behalf to make directed selling efforts in the United States;

Offering restrictions were, and are, implemented;

No offer or sale was made to a U.S. person or for the account or benefit of a U.S. person;

Each purchaser of the securities certifies that it was not a U.S. person and was not acquiring the securities for the account or benefit of any U.S. person;

Each purchaser of the securities agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration; and agreed not to engage in hedging transactions with regard to such securities unless in compliance with the Securities Act of 1933;

The securities contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration; and that hedging transactions involving those securities may not be conducted unless in compliance with the Securities Act of 1933; and

We are required by law to refuse to register any transfer of the securities not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration.

Exhibits


Exhibit
Number		Description

3.1		Articles of Incorporation *
3.2		By-Laws *
5.1		Opinion of Hildja Saastamoinen, with consent to use *
10.1		Sales Distribution Agreement with Polish Distributor*
23.1		Consent of De Joya Griffith and Company, LLC

* Previously filed

The undersigned registrant hereby undertakes:


1.	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(a)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

	(b)	To reflect in the prospectus any facts or events arising after the effective date of this registration statement, or most recent post-effective amendment, which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; Notwithstanding the forgoing, any increase or decrease in Volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the commission pursuant to Rule 424(b)if, in the aggregate, the changes in the volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” ta ble in the effective registration statement.

	(c)	To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement.



2.	That, for the purpose of determining any liability under the
	Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.	To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.

4.	Insofar as indemnification for liabilities arising under the Securities Act may be permitted to officers, directors, and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted our director, officer, or other controlling person in connection with the securities registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be gover ned by the final adjudication of such issue.

5.	Each prospectus filed pursuant to Rule 424(b) as part of a Registration statement relating to an offering, other than registration statements relying on Rule 430(B) or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by referenced into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Lublin, Poland, onJanaury 15, 2010.

Designer Export, Inc.

By:/s/ Urszula Dorota Paszko
Urszula Dorota Paszko

President, Chief Executive Officer,
Treasurer, Chief Accounting Officer, Chief Financial Officer, sole Director and

Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated.


SIGNATURE	CAPACITY IN WHICH SIGNED	DATE

/s/ Urszula Dorota Paszko	President, Chief Executive	January 15, 2010
	Officer, Treasurer,
Urszula Dorota Paszko	Chief Accounting Officer,
	Chief Financial Officer
	sole Director and Secretary

EXHIBIT INDEX



Exhibit No.	Document Description
3.1		Articles of Incorporation *
3.2		By-Laws *
5.1		Opinion of Ms. Hildja Saastamoinen, with consent to use *
10.1		Sales Distribution Agreement with Polish Distributor*
23.1		Consent of De Joya Griffith and Company, LLC

* Previously filed

Capstone Technologies (CATG) S-1/AIPO registration (amended)