UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
_ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended June 30, 2009
_ TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT
For the transition period from ___________ to _____________
Commission file number 000-29449
TNT DESIGNS, INC.
(Exact name of registrant as specified in its charter)
Delaware
20-0937461
(State or other jurisdiction of
incorporation or
organization)
(IRS Employer Identification No.)
300 Center Ave.
Suite 202
Bay City, MI 48708
(Address of principal executive offices)
989-509-5954
(Issuer's telephone number)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes x No _
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T
(Subsection232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes _ No x
Indicate by check mark whether the registrant is a larger accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the 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
Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Securities Exchange Act of 1934) (check one): Yes _No x
The numbers of shares outstanding of each of the issuer's classes of common
equity, as of August 19, 2009, are as follows:
Class of Securities
Shares Outstanding
Common Stock, $0.0001 par value
2,262,500
Transitional Small Business Disclosure Format (check one): Yes _ No _
TNT DESIGNS, INC.
TABLE OF CONTENTS
Part I Financial Statements
Item 1 Condensed Financial Statements
Condensed Balance Sheets
June 30, 2009 (unaudited) and September 30, 2008 1
Condensed Statements of Operations (unaudited) for the
Nine and Three Months Ended June 30, 2009 and 2008 2
Condensed Statements of Cash Flows (unaudited) for the Nine
Months Ended June 30, 2009 and 2008 3
Notes to Condensed Financial Statements (unaudited) 4
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 3 Quantitative and Qualitative Disclosures about
Market Risk 9
Item 4 Controls and Procedures 10
Part II Other Information
Item 1A Risk Factors 10
Item 5 Other Information 10
Item 6 Exhibits 13
TNT DESIGNS, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
ASSETS
June 30,
2009 September 30,
(unaudited) 2008
Current Assets:
Cash $ 3,052 $ 4,015
Total Current Assets 3,052 4,015
TOTAL ASSETS $ 3,052 $ 4,015
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
Current Liabilities:
Accounts payable and accrued expenses $ 11,147 $ 16,873
Due to stockholder/officer 10,000 70,481
Total Current Liabilities 21,147 87,354
Commitments and Contingencies
Stockholders' Equity/(Deficit):
Common Stock par value $0.0001; 30,000,000 shares
authorized; 2,262,500 issued and outstanding
on June 30, 2009 and 2,292,500 issued and
outstanding on September 30, 2008 226 229
Additional paid in capital 139,182 29,221
Deficit accumulated during the development stage (157,503) (112,789)
Total Stockholders' Equity/(Deficit) (18,095) (83,339)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)$ 3,052 $ 4,015
The accompanying notes are an integral part of these condensed financial
statements.
TNT DESIGNS, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
From
February 17,
2004
For Three Months EndedFor Nine Months Ended (Inception)
June 30, June 30, June 30, June 30, to June 30,
2009 2008 2009 2008 2009
Sales $ $ $ $ $ 42,021
Cost of Goods Sold 36,419
Gross Profit 5,602
Operating Expenses:
General and administra$ $ $ $ $ 163,106
Total Operating Expens 163,106
Loss Before Income Taxes (157,504)
Income Tax Provision
Net Loss $ $ $ $ (157,504)
Earnings (Loss) Per Share:
Diluted per common shar (0.1426)
Weighted Average Shares
Outstanding:
Basic 2,29 2,21 2,28 2,21 1,104,241
Diluted 2,29 2,21 2,28 2,21 1,104,241
The accompanying notes are an integral part of these condensed financial
statements.
TNT DESIGNS, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
From
February 17,
2004
For Nine Months Ended (Inception)
June 30, June 30, to June 30,
2009 2008 2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss (23,558) (157,504)
Adjustments to reconcile net loss to net cash
used in operating activities:
Common stock issued for services 10,000
Changes in assets and liabilities:
Accounts receivable 21,804
Accounts payable and accrued expenses 7,232 50,628
Net Cash Used In Operating Activities (96,876)
CASH FLOWS FROM FINANCING ACTIVITIES:
Due to stockholder/officer 80,481
Common shares 19,447
Net Cash Provided by Financing Activi 99,928
NET INCREASE IN CASH AND CASH EQUIVALENTS 3,052
CASH AND CASH EQUIVALENTS:
Beginning of the Period
End of the Period 3,052
Non-Cash Activity
Payment in full of officer advances and transfer of
accrued expenses to Additional Paid-in Capital
totaling $109,959.
The accompanying notes are an integral part of these condensed financial
statements.
NOTE 1 - NATURE OF BUSINESS
TNT Designs, Inc. (the "Company") was incorporated on February 17, 2004 in the
state of Delaware. A substantial part of the Company's activities were
involved in developing a business plan to market and distribute scarves,
handbags and other products.
On June 16, 2009, the majority interest in the Company was purchased by Louis
Bertoli, an individual, with the objective to acquire and/or merge with other
businesses. At June 30, 2009, the Company had not yet commenced operation.
Expenses incurred from inception through June 30, 2009 relate to the Company's
formation and general administrative activities.
The Company, based on proposed business activities, is a ''blank check''
company. The Securities and Exchange Commission defines such a Company as ''a
development stage company'' when it has no specific business plan or purpose,
or has indicated that its business plan is to engage in a merger or acquisition
with an unidentified company or companies, or other entity or person; and is
issued 'penny stock,' as defined in Rule 3a 51-1 under the Securities Exchange
Act of 1934. Many states have enacted statutes, rules and regulations limiting
the sale of securities of ''blank check'' companies in their respective
jurisdictions. Management does not intend to undertake any efforts
to cause a market to develop in its securities, either debt or equity, until
the Company concludes a business combination.
The Company was acquired as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation and, to a lesser extent, that desires to
employ the Company's funds in its business. The Company's principal business
objective for the next twelve (12) months, and beyond such time, will be to
achieve long-term growth potential through a combination with a business rather
than immediate, short-term earnings. The Company will not restrict its
potential candidate target companies to any specific business, industry or
geographical location and, thus, may acquire any type of business. The
analysis of new business opportunities will be undertaken by or under the
supervision of the officers and directors of the Company.
NOTE 2 - BASIS OF PRESENTATION
The accompanying Unaudited Condensed Financial Statements ("Financial
Statements") have been prepared by management in accordance with U.S. generally
accepted accounting principles ("GAAP") for interim financial information and
applicable rules and regulations of the Securities and Exchange Commission (the
"SEC"). Accordingly, they do not include all of the information and
disclosures required by U.S. GAAP for complete consolidated financial
statements. In the opinion of management, all adjustments, consisting
principally of normal recurring adjustments, considered necessary for a fair
presentation have been included. These financial statements should be read in
conjunction with the Company's audited financial statements and accompanying
notes for the year ended September 30, 2008, included in our Annual Report on
Form 10-K filed with the SEC on January 13, 2009. Additionally, our operating
results for the nine months ended June 30, 2009 are not necessarily indicative
of the results that can be expected for the year ending September 30, 2009, or
for any other period.
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
Development Stage Company
The Company is a development stage company as defined by the Statement of
Financial Accounting Standards No. 7, "Accounting and Reporting by Development
Stage Enterprises" ("SFAS No. 7"). The Company is still devoting
substantially all of its efforts on establishing the business and its planned
principal operations have not commenced. All losses accumulated since
inception have been considered as part of the Company's development stage
activities.
Use of Estimates
The preparation of financial statements, in conformity with generally accepted
accounting principles in the United States of America, requires management to
make estimates and assumptions that affect the reported amounts of assets,
liabilities, disclosures of contingent assets and liabilities as of the date of
the financial statements and the
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (continued)
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from these estimates.
Fiscal Year End
The Company has a fiscal year ending on September 30.
Cash Equivalents
The Company considers all highly liquid investments with maturities of three
months or less at the time of purchase to be cash equivalents.
Fair Value of Financial Instruments
The carrying amounts reported in the balance sheet for cash, receivables,
accounts payable and accrued expenses approximate fair value based on the
short-term maturity of these instruments.
Income Taxes
The Company accounts for income taxes under SFAS 109, "Accounting for Income
Taxes." Under the asset and liability method of SFAS 109, deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
differences between the financial statements carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are
expected to be recovered or settled.
Effective January 1, 2007, the Company adopted the provisions of FASB
Interpretation No. 48, Accounting for Uncertainty in Income Taxes ("FIN 48").
FIN 48 was issued to clarify requirements of Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes, relating to the recognition of
income tax benefits.
As of June 30, 2009, the Company had no unrecognized tax benefits due to
uncertain tax provisions.
Earnings (Loss) per Share
Basic earnings (loss) per share is computed by dividing net income, or loss, by
the weighted average number of shares of common stock outstanding for the
period. Diluted earnings (loss) per share is computed by dividing net income,
or loss, by the weighted average number of shares of both common and preferred
stock outstanding for
the period.
As June 30, 2009 and 2008 basic and diluted income (loss) per share was the
same as there were no outstanding instruments having a dilutive effect.
Recently Issued Accounting Pronouncements
In June, 2009, FASB issued Statement No. 168, "The Hierarchy of Generally
Accepted Accounting Principles" which supersedes FASB Statement No. 162 issued
in May, 2008. This Statement identifies the sources of accounting principles
and the framework for selecting the principles used in the preparation of
financial statements of nongovernmental entities that are presented in
conformity with generally accepted accounting principles (GAAP) in the United
States (the GAAP hierarchy). This Statement is effective for financial
statements issued for interim and annual periods ending after September 15,
2009. The Company does not expect the adoption of this Statement to have a
material impact on its financial statements.
In June, 2009, FASB issued Statement No. 167 to amend certain requirements of
FASB Interpretation No. 46 (revised December 2003), "Consolidation of Variable
Interest Entities". This Statement amends Interpretation 46(R) to replace the
quantitative-based risks and rewards calculation for determining which
enterprise, if any, has
a controlling financial interest in a variable interest entity with an approach
focused on identifying which enterprise has the power to direct the activities
of a variable interest entity that most significantly impact the entity's
economic performance and (1) the obligation to absorb losses of the entity or
(2) the right to receive benefits from the entity. This Statement shall be
effective as of the beginning of each reporting entity's first annual reporting
period that begins after November 15, 2009, for interim periods within that
first annual reporting period, and for interim and
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (continued)
annual reporting periods thereafter. Earlier application is prohibited. The
Company does not expect the adoption
of this Statement to have a material impact on its financial statements.
In June, 2009, FASB issued Statement No. 166 "Accounting for Transfers of
Financial Assets" to amend Statement No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities", in order to
improve the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial reports about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor's continuing
involvement in transferred financial assets. This Statement must be applied as
of the beginning of each reporting entity's first annual reporting period that
begins after November 15, 2009, for interim periods within that first annual
reporting period and for interim and annual reporting periods thereafter.
Earlier application is prohibited. This Statement must be applied to transfers
occurring on or after the effective date. The Company does not expect the
adoption of this Statement to have a material impact on its financial
statements.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
In March 2009, Raich Ende Malter & Co. LLP, prior auditors of the Company,
commenced an action against the Company alleging unpaid accounting services
provided to the Company in the amount of $15,000. The Company disputes the
allegations and intends to vigorously defend the action pending in the District
Court of the County of Nassau, First District: Hempstead, Index 008006.
Pursuant to an agreement the prior majority shareholder and director has agreed
to indemnify and be responsible for up to $25,000 associated with this claim.
NOTE 5 - DUE TO OFFICER
The Company received $10,000 from its majority shareholder to be used for
working capital. The loan is unsecured, non-interest bearing and payable on
demand.
NOTE 6 - SUBSEQUENT EVENTS
The Company has performed a review of events subsequent to June 30, 2009
through August 19, 2009, the date the financial statements were issued.
On July 20, 2009, the Company entered into a two-year consulting agreement with
an affiliated party. The affiliated party will provide office space, office
identity and assist the Company with corporate, financial, administrative and
management records.
TNT DESIGNS, INC.
(A Development Stage Company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
- - 6 -
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995
Information set forth herein contains "forward-looking statements" which can be
identified by the use of forward-looking terminology such as "believes,"
"expects," "may," "should" or "anticipates" or the negative thereof or other
variations thereon or comparable terminology, or by discussions of strategy. No
assurance can be given that the future results covered by the forward-looking
statements will be achieved. The Company cautions readers that important
factors may affect the Company's actual results and could cause such results to
differ materially from forward-looking statements made by or on behalf of the
Company. These factors include the Company's lack of historically profitable
operations, dependence on key personnel, the success of the Company's business,
ability to manage anticipated growth and other factors identified in the
Company's filings with the Securities and Exchange Commission, press releases
and/or other public communications.
Plan of Operations
TNT Designs, Inc. ("TNT" or the "Company") was incorporated pursuant to the
laws of Delaware on February 17, 2004. TNT entered into its first strategic
alliance and distribution agreement with Radico Export Import, Ltd., a
corporation formed under the laws of India. This agreement provides TNT with an
exclusive right to market and distribute Radico's products in New York State.
TNT intends to negotiate an expansion of the geographic scope of this agreement
with Radico such that the exclusivity extends throughout the United States, or
worldwide. However, TNT's current agreement with Radico makes no provision for
expanding TNT's exclusivity, nor has any agreement with Radico, written or
oral, been reached and no assurance can be given that any such agreement will
be reached. TNT also intends to enter into additional exclusive distribution
arrangements with other similarly situated companies located in India. The
company continues to be in the process of negotiating such an agreement with a
manufacturer of goods located in India.
TNT's plan of operation for the next twelve (12) months is to market and
distribute the products supplied by Radico and other manufacturers and
wholesalers to the potential customers on our mailing lists and databases and
by the use of the web site, which is expected to be completed in the near
future. If TNT is unable to raise necessary funds for working capital, TNT will
be unable to effectively market its products. TNT intends to market its
products via its website and its Ebay store as well as, if funding or revenues
permit, direct selling to retail and wholesale customers through tradeshows,
trunk shows and TNT's network of contacts. TNT will commence a web site
marketing program in the near future, which will attempt to steer customers to
its web site. It is anticipated that the average cost to conduct a trunk show
for our products will be approximately $5,000, which includes the costs for
transportation, rental space, inventory, staffing and marketing and printing
costs. It is anticipated that the average cost to participate in an industry
tradeshow will be $15,000, which includes the costs for transportation, booth
rental, inventory, staffing and marketing and printing costs. There can be no
assurance that TNT will raise sufficient funds or generate sufficient revenues
for either trunk shows or trade-shows.
TNT does not plan to conduct any product research and development, purchase any
significant equipment or increase the number of employees in the next twelve
(12) months. TNT will focus its efforts on sales and marketing of products. In
addition, TNT will attempt to expand its base of customers as well as suppliers
in India. Currently, TNT relies primarily on its alliance agreement with Radico
to meet all of TNT's sales requirements. TNT intends to seek out and find
additional suppliers of new and similar products to those supplied by Radico.
At June 30, 2009, TNT's cash position was approximately $3,052. At its current
rate of expenditures, TNT will only have cash available to maintain operations
for approximately three (3) months. TNT may also seek to obtain short-term
loans from its director, although no such arrangement has been made. TNT does
not have any arrangements in place for any future equity financing. TNT's
current cash requirements will be met by cash on hand and, if working capital
funds are not available, TNT will suspend or limit business operations. As
discussed in our audited financial statements as of September 30, 2008, our
auditors expressed substantial doubt about our ability to continue as a "going
concern".
Our continued operations will depend on whether we are able to raise additional
funds through various potential sources, such as equity and debt financing, and
strategic alliances. Such additional funds may not become available on
acceptable terms, if at all, and there can be no assurance that any additional
funding that we do obtain will be sufficient to meet our needs in the long
term. Through June 30, 2009, virtually all of our financing has been through
private placements of common stock and loans by the former executive officer.
We intend to continue to fund operations from cash on-hand and through the
similar sources of capital previously described for the foreseeable future. We
can give no assurances that any additional capital that we are able to obtain
will be sufficient to meet our needs. We believe that we will continue to incur
net losses and negative cash flows from operating activities for the
foreseeable future. Based on the resources available to us at June 30, 2009, we
will need additional equity or debt financing to sustain our operations through
2009 and we will need additional financing thereafter until we can achieve
profitability, if ever. These matters raise substantial doubt about our ability
to continue as a going concern.
Liquidity and Capital Resources
Based upon our current rate of expenditure, we will only have cash available to
maintain purchases for approximately three (3) months. We may seek to obtain
short-term financing from an officer and director. However, no such
arrangements for funding or other future financing currently exists. The
Company may seek to raise capital through an offering of our common stock.
However, there can be no assurance that we will be successful in securing the
capital we require or that we may obtain financing on terms that are favorable
to us.
Off Balance Sheet Transactions
There are no off-balance sheet arrangements to which the Company is a party
that have or are reasonably likely to have a current or future effect on the
Company's financial condition, results of operations, cash flows, liquidity,
capital expenditures or capital resources.
Recently Issued Accounting Pronouncements
In June, 2009, FASB issued Statement No. 168, "The Hierarchy of Generally
Accepted Accounting Principles" which supersedes FASB Statement No. 162 issued
in May, 2008. This Statement identifies the sources of accounting principles
and the framework for selecting the principles used in the preparation of
financial statements of nongovernmental entities that are presented in
conformity with generally accepted accounting principles (GAAP) in the United
States (the GAAP hierarchy). This Statement is effective for financial
statements issued for interim and annual periods ending after September 15,
2009. The Company does not expect the adoption of this Statement to have a
material impact on its financial statements.
In June, 2009, FASB issued Statement No. 167 to amend certain requirements of
FASB Interpretation No. 46 (revised December 2003), "Consolidation of Variable
Interest Entities". This Statement amends Interpretation 46(R) to replace the
quantitative-based risks and rewards calculation for determining which
enterprise, if any, has a controlling financial interest in a variable interest
entity with an approach focused on identifying which enterprise has the power
to direct the activities of a variable interest entity that most significantly
impact the entity's economic performance and (1) the obligation to absorb
losses of the entity or (2) the right to receive benefits from the entity.
This Statement shall be effective as of the beginning of each reporting
entity's first annual reporting period that begins after November 15, 2009, for
interim periods within that first annual reporting period, and for interim and
annual reporting periods thereafter. Earlier application is prohibited. The
Company does not expect the adoption of this Statement to have a material
impact on its financial statements.
In June, 2009, FASB issued Statement No. 166 "Accounting for Transfers of
Financial Assets" to amend Statement No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities", in order to
improve the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial reports about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor's continuing
involvement in transferred financial assets. This Statement must be applied as
of the beginning of each reporting entity's first annual reporting period that
begins after November 15, 2009, for interim periods within that first annual
reporting period and for interim and annual reporting periods thereafter.
Earlier application is prohibited. This Statement must be applied to transfers
occurring on or after the effective date. The Company does not expect the
adoption of this Statement to have a material impact on its financial
statements.
Management does not believe that any other recently issued, but not yet
effective accounting pronouncements, if adopted, would have a material effect
on the accompanying financial statements.
Critical Accounting Policies
The preparation of financial statements and related notes requires us to make
judgments, estimates, and assumptions that affect the reported amounts of
assets, liabilities, revenue and expenses, and related disclosure of contingent
assets and liabilities.
An accounting policy is considered to be critical if it requires an accounting
estimate to be made based on assumptions about matters that are highly
uncertain at the time the estimate is made, and if different estimates that
reasonably could have been used, or changes in the accounting estimates that
are reasonably likely to occur periodically, could materially impact the
financial statements.
Financial Reporting Release No. 60 requires all companies to include a
discussion of critical accounting policies or methods used in the preparation
of financial statements. There are no critical policies or decisions that rely
on judgments that are based on assumptions about matters that are highly
uncertain at the time the estimate is made.
Seasonality
To date, we have not noted any significant seasonal impacts.
Subsequent Events
The Company has filed an Information Statement on Schedule 14C, seeking
shareholder ratification of the following corporate actions:
* The election of directors
* Ratification of a change in the Company's fiscal year
* Ratification of selection of Independent Public Accountants
* Ratification of the re-domiciling of the Company
* The increase in authorized capital stock including the designation
of two classes of preferred stock and;
* A change in the Company name.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable.
ITEM 4T. - CONTROLS AND PROCEDURES
(a)
Evaluation of disclosure controls and procedures.
We maintain disclosure controls and procedures (as defined in Exchange Act Rule
13a-15(e)) that are designed to assure that information required to be
disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosures. As required by Exchange Act Rule 13a-15(b), as of the end of the
period covered by this report, under the supervision and with the participation
of our Chief Executive Officer and Chief Financial Officer, we evaluated the
effectiveness of our disclosure controls and procedures. Based on this
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective as of that date.
b)
Changes in internal control over financial reporting.
There was no change in our internal control over financial reporting during our
most recently completed fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
PART II - OTHER INFORMATION
Item 1. - Legal Proceedings
In March 2009, Raich Ende Malter & Co. LLP, prior auditors of the Company,
commenced an action against the Company alleging unpaid accounting services
provided to the Company in the amount of $15,000. The Company disputes the
allegations and intends to vigorously defend the action. Pursuant to an
agreement the prior majority shareholder and director has agreed to indemnify
and be responsible for up to $25,000 associated with this claim.
Item 2. - Changes in Securities and Use of Proceeds
Not applicable.
Item 3. - Defaults Upon Senior Securities
Not applicable.
Item 4. - Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. - Other Information
Not applicable
Item 6. - Exhibits and Reports on Form 8-K
Exhibits.
31.1
Section 302 Certification Of Chief Executive Officer and President
31.2
Section 302 Certification Of Treasurer & Corporate Secretary
32.1
Certification of Chief Executive Officer and President Pursuant To 18
U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The
Sarbanes-Oxley Act Of 2002
32.2
Certification of Treasurer and Corporate Secretary Pursuant To 18
U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The
Sarbanes-Oxley Act Of 2002
Reports on Form 8-K
Not applicable
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TNT DESIGNS, INC.
/s/ Louis Bertoli
Name:
Louis Bertoli
Title:
Chairman of the Board,
Chief Executive Officer and
President
Date:
August 19, 2009
/s/ Nitin Amersey
Name:
Nitin Amersey
Title:
Treasurer and Corporate
Secretary
Date:
August 19, 2009
EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULE 13a 14(a)/15d-14(a) and
SECTION 302 OF THE SARBANES-OXLEY ACT
I, Louis Bertoli, President and Chief Executive Officer and Director of TNT
Designs, Inc., certify that:
1.
I have reviewed this quarterly report on Form 10-Q of TNT Designs, Inc.;
2.
Based upon my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this report;
3.
Based upon my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation;
and
d)
Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the registrant's
internal control over financial reporting;
5.
The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
a)
all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting
TNT DESIGNS, INC.
Date: August 19, 2009
By:
/s/ Louis Bertoli
Louis Bertoli
President, Chief Executive Officer
and Director
EXHIBIT 31.2
CERTIFICATION PURSUANT TO RULE 13a 14(a)/15d-14(a) and
SECTION 302 OF THE SARBANES-OXLEY ACT
I, Nitin Amersey, Secretary, Treasurer and Director of TNT Designs, Inc.,
certify that:
1.
I have reviewed this quarterly report on Form 10-Q of TNT Designs, Inc.;
2.
Based upon my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this report;
3.
Based upon my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation;
and
d)
Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the registrant's
internal control over financial reporting;
5.
The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
a)
all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting
TNT DESIGNS, INC.
Date: August 19, 2009
By:
/s/ Nitin Amersey
Nitin Amersey
Secretary, Treasurer and Director
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C.SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of TNT Designs, Inc. (the "Company") on
Form 10-Q for the period ended June 30, 2009, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Louis Bertoli,
President, Chief Executive Officer, and Director of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
TNT DESIGNS, INC.
Date: August 19, 2009
By:
/s/ Louis Bertoli
Louis Bertoli
President, Chief Executive Officer
and Director
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C.SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of TNT Designs, Inc. (the "Company") on
Form 10-Q for the period ended June 30, 2009, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Nitin Amersey,
Secretary, Treasurer and Director of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
TNT DESIGNS, INC.
Date: August 19, 2009
By:
/s/ Nitin Amersey
Nitin Amersey
Secretary, Treasurer and Director
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