MyGO Games Holding Co. - FORM 10-Q

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EX-31 - CERTIFICATION - MyGO Games Holding Co.	ex_31-1.htm
EX-32 - CERTIFICATION - MyGO Games Holding Co.	ex_32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q


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

For the quarterly period ended November 30, 2010


¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from ____________ to ____________.

Commission File Number 333-166064

Obscene Jeans Corporation

(Exact Name of Registrant as Specified in Charter)

Florida

27-1070374

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification Number)

1522 Romallo Lane, Sarasota, Florida 34232

(Address of Principal Executive Offices)

(941) 330-7648

(Registrant’s Telephone Number)

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

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

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 definition of “accelerated filer, large 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 Exchange Act). Yes ¨ No x

There were 12,000,000 shares of the Registrant’s $0.0001 par value common stock outstanding as of December 6, 2010.

Obscene Jeans Corporation

(A Development Stage Company)

Contents


Part I – Financial Information

Item 1.	Financial Statements	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	8

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11

Item 4T.	Controls and Procedures	11

Part II – Other Information

Item 1.	Legal Proceedings	12

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12

Item 3.	Defaults Upon Senior Securities	12

Item 4.	Removed and Reserved	12

Item 5.	Other Information	12

Item 6.	Exhibits	12

Signatures		12

PART I — FINANCIAL INFORMATION

Statements in this Form 10-Q Quarterly Report may be “forward-looking statements.” Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on our current expectations, estimates and projections about our business based, in part, on assumptions made by our management. These assumptions are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in this Form 10-Q Quarterly Report, under “Management’s Discussion and Analysis of Financial Condition or Plan of Operation” and in other documents which we file with the Securities and Exchange Commission.

In addition, such statements could be affected by risks and uncertainties related to our financial condition, factors that affect our industry, market and customer acceptance, changes in technology, fluctuations in our quarterly results, our ability to continue and manage our growth, liquidity and other capital resource issues, competition, fulfillment of contractual obligations by other parties and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 10-Q Quarterly Report, except as required by law.


Item 1.	Financial Statements

Obscene Jeans Corporation

(A Development Stage Enterprise)

Financial Statements

As of November 30, 2010 (unaudited) and August 31, 2010 and

for the three months ended November 30, 2010 and

September 21, 2009 through November 30, 2009 (unaudited)

and the Period September 21, 2009 (Date of Inception)

through November 30, 2010 (unaudited)

Contents

Financial Statements:


Balance Sheets	2

Statements of Operations	3

Statements of Changes in Stockholders’ Equity	4

Statements of Cash Flows	5

Notes to Financial Statements	6

Obscene Jeans Corporation

(A Development Stage Enterprise)

Balance Sheets


	November 30, 2010 (Unaudited)			August 31, 2010 (Audited)
Assets
Current assets:
Cash	$	19,993		$	41,761
Prepaid expenses		6,667			9,167
Total current assets		26,660			50,928

	$	26,660			50,928

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	—		$	10,000

Total current liabilities		—			10,000

Stockholders’ equity:
Preferred stock; $0.0001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding		—			—
Common stock; $0.0001 par value; 100,000,000 shares authorized; 12,000,000 shares issued and outstanding		1,200			1,200
Additional paid in capital		60,300			60,300
Deficit accumulated during development stage		(34,840	)		(20,572	)
Total stockholders’ equity		26,660			40,928

	$	26,660		$	50,928

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

Obscene Jeans Corporation

(A Development Stage Enterprise)

Statements of Operations

(unaudited)


	Three Months Ended November 30, 2010			Period September 21, 2009 through November 30, 2009			Period September 21, 2009 (Date of Inception) through November 30, 2010

Revenues:
Sales	$	—		$	—		$	—

Expenses:
Selling, general and administrative		14,268			—			34,840

Net loss	$	(14,268	)	$	—		$	(34,840	)

Net loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of common shares outstanding		12,000,000			9,000,000			9,827,586

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

Obscene Jeans Corporation

(A Development Stage Corporation)

Statement of Changes in Stockholders’ Equity

For the Period from September 21, 2009 (Date of Inception) through November 30, 2010


	Common Stock
	Shares	Amount		Capital in Excess of Par Value		Accumulated Deficit			Total

Balance, September 21, 2009, Date of Inception	0	$	0	$	0	$	0		$	0
Issuance of common stock for cash, September 2009, $0.0001 per share	9,000,000		900		8,100		—			9,000
Issuance of common stock for cash, August 2010, $0.0175 per share	3,000,000		300		52,200		—			52,500
Net loss for the period	—		—		—		(20,572	)		(20,572	)
Balance, August 31, 2010	12,000,000	$	1,200	$	60,300	$	(20,572	)	$	40,928

Net loss for the three months ended November 30, 2010 (unaudited)	—		—		—		(14,268	)		(14,268	)
Balance, November 30, 2010 (unaudited)	12,000,000	$	1,200	$	60,300	$	(34,840	)	$	26,660

The accompanying notes are an integral part of the financial statements

Obscene Jeans Corporation

(A Development Stage Corporation)

Statements of Cash Flows


	Three Months Ended November 30, 2010			Period September 21, 2009 through November 30, 2009		Period September 21, 2009 (Date of Inception) through November 30, 2010
	(unaudited)			(unaudited)		(unaudited)
OPERATING ACTIVITIES:
Net loss	$	(14,268	)	$	—	$	(34,840	)
Adjustments to reconcile net loss to net cash used in operating activities:
Decrease (increase) in prepaid expenses		2,500			—		(6,667	)
Decrease in accounts payable		(10,000	)		—		—
Net cash used by operating activities		(21,768	)		—		(41,507	)

INVESTING ACTIVITIES:
Net cash used by investing activities		—			—		—

FINANCING ACTIVITIES:
Proceeds from issuance of common stock		—			—		61,500
Net cash provided by financing activities		—			—		61,500

NET (DECREASE) INCREASE IN CASH		(21,768	)		—		19,993
CASH, BEGINNING OF PERIOD		41,761			—		—
CASH, END OF PERIOD	$	19,993		$	—	$	19,993


	Three Months Ended November 30, 2010		Period September 21, 2009 through November 30, 2009		Period September 21, 2009 (Date of Inception) through November 30, 2010
	(unaudited)		(unaudited)		(unaudited)
Supplemental disclosures of cash flow information and noncash investing and financing activities:
Cash paid for interest	$	—	$	—	$	—
Cash paid for taxes	$	—	$	—	$	—

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

Obscene Jeans Corporation

(A Development Stage Corporation)

Notes to Financial Statements

For the Three Months Ended November 30, 2010 and

the Period September 21, 2009 through November 30, 2009 (unaudited)

and the Period September 21, 2009 (Date of Inception)

through November 30, 2010 (unaudited)

1. Background Information

Obscene Jeans Corporation (the "Company"), a Florida corporation, was formed to design, develop, wholesale, market distribute and sell a woman's line of "Obscene Brand Jeans." The Company also will include a line of complimentary t-shirts, jackets and sweatshirts to accent the base of the intended collection. The Company was incorporated on September 21, 2009 (Date of Inception) with its corporate headquarters located in Sarasota, Florida and its year-end is August 31.

2. Financial Statements

In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair statement of (a) the results of operations for the three month period ended November 30, 2010, the period September 21, 2009 (Date of Inception) through November 30, 2009 and the period September 21, 2009 (Date of Inception) through November 30, 2010, (b) the financial position at November 30, 2010 and August 31, 2010, and (c) cash flows for the three month period ended November 30, 2010, the period September 21, 2009 (Date of Inception) through November 30, 2009, and the period September 21, 2009 (Date of Inception) through November 30, 2010, have been made.

The unaudited financial statements and notes are presented as permitted by Form 10-Q. Accordingly, certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. The accompanying financial statements and notes should be read in conjunction with the audited financial statements and notes of the Company for the fiscal year ended August 31, 2010. The results of operations for the three month period ended November 30, 2010 and the period September 21, 2009 (Date of Inception) through November 30, 2009 are not necessarily indicative of those to be expected for the entire year.

3. Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period ended November 30, 2010, the Company had a net loss of $14,268. As of November 30, 2010, the Company has not emerged from the development stage. In view of these matters, the Company's ability to continue as a going concern is dependent upon the Company's ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

4. Related Party Transactions

In September 2009, the Company sold 9,000,000 shares of common stock to its founder for $0.001 per share.

The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the founder of the Company to use at no charge.

The above terms and amounts are not necessarily indicative of the terms and amounts that would have been incurred had comparable transactions been entered into with independent parties.

Obscene Jeans Corporation

(A Development Stage Corporation)

Notes to Financial Statements

For the Three Months Ended November 30, 2010 and

the Period September 21, 2009 through November 30, 2009 (unaudited)

and the Period September 21, 2009 (Date of Inception)

through November 30, 2010 (unaudited)

5. Recently Issued Accounting Pronouncements

In April 2010, the FASB issued ASU No. 2010-18 regarding improving comparability by eliminating diversity in practice about the treatment of modifications of loans accounted for within pools under Subtopic 310-30 – Receivable – Loans and Debt Securities Acquired with Deteriorated Credit Quality (“Subtopic 310-30”). Furthermore, the amendments clarify guidance about maintaining the integrity of a pool as the unit of accounting for acquired loans with credit deterioration. Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors. The amendments in this Update are effective for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The amendments are to be applied prospectively. Early adoption is permitted. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.

Other recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's present or future financial statements.

PART I — FINANCIAL INFORMATION


Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation

THIS FILING CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS “ANTICIPATED,” “BELIEVE,” “EXPECT,” “PLAN,” “INTEND,” “SEEK,” “ESTIMATE,” “PROJECT,” “WILL,” “COULD,” “MAY,” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE OPERATIONS, FUTURE CAPITAL EXPENDITURES, AND FUTURE NET CASH FLOW. SUCH STATEMENTS REFLECT THE COMPANY’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN FOREIGN, POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH ARE BEYOND THE COMPANY’S CONTROL. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES OCCUR, OR SHOULD UNDERLYING ASSUMPTIONS PROVE TO BE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY AND ADVERSELY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, OR OTHERWISE INDICATED. CONSEQUENTLY, ALL OF THE FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR DEVELOPMENTS.

The following discussion and analysis of our financial condition and plan of operations should be read in conjunction with our financial statements and related notes appearing elsewhere herein. This discussion and analysis contains forward-looking statements including information about possible or assumed results of our financial conditions, operations, plans, objectives and performance that involve risk, uncertainties and assumptions. The actual results may differ materially from those anticipated in such forward-looking statements. For example, when we indicate that we expect to increase our product sales and potentially establish additional license relationships, these are forward-looking statements. The words expect, anticipate, estimate or similar expressions are also used to indicate forward-looking statements.

OVERVIEW OF THE COMPANY

We are a development-stage company, incorporated in the State of Florida on September 21, 2009, as a for-profit company, and an established fiscal year of August 31. We have not yet generated or realized any revenues from business operations. Our auditor has issued a going concerned opinion. This means there is substantial doubt that we can continue as an on-going business for the next eighteen (18) months unless we obtain additional capital to pay our bills. Accordingly, we must raise cash from sources other than loans we undertake.

From inception through our current date, November 30, 2010, our business operations have primarily been focused on developing our business plan and design collection sketches, design collection sketches specifications, researching contractors, sales agents, distributors and website designers. We have spent a total of approximately $34,800 on start-up costs (legal, accounting and administrative). We have not generated any revenue from business operations. All cash currently held by us is the result of the sale of common stock to our sole director and officer.

The proceeds from our previously completed S-1 offering will satisfy our cash requirements for up to 6 months. If we are unable to raise additional monies, we only have enough capital to begin implementing the business and marketing plan. Implementing the business and marketing plan includes contacting suppliers, products, and manufacturing partners. As of November 30, 2010 we had $19,993 cash on hand.

Plan of Operations

We believe we do not have adequate funds to satisfy our working capital requirements for the next twelve months. We will need to raise additional capital to continue our operations. During the 18 months following the completion of this offering, we intend to implement our business and marketing plan. We believe we must raise an additional $500,000 to pay for expenses associated with our development over the next 18 months. $150,000 will be used to finance anticipated activities during Phase One of our development plan as described below, and $350,000 will be used to finance anticipated activities during Phase Two of our development plan as described below.

PHASE ONE


ANTICIPATED MILESTONES	BUDGET

Complete OJC Design Collection Including Patterns, Cutting Plans Fabric and Ornaments	$	25,000

Complete OJC Initial Samples of Design Jean Collection and Compliments	$	50,000

Complete OJC Final Samples of Design Jean Collection and Compliments Including Specifications	$	25,000

Interview Sales Agents and Distributors and Sign Territorial Agreements	$	5,000

Complete the Operational Website of Obscenejeans.com including Hosting	$	20,000

Interview USA Jean Contractors and Sign Agreements	$	2,500

Complete Selection of OJC Consulting Team to Execute Business Plan	$	2,500

Additional Working Capital Including Professional Fees	$	20,000

TOTAL PHASE ONE	$	150,000

Note: This table above does not include costs related to commencing sales and marketing of our products.

PHASE TWO


ANTICIPATED MILESTONES	BUDGET

PRODUCTION: Complete OJC Finished Goods Inventory of Jeans and Compliment Collection and Contracted Warehousing	$	190,000

MARKETING & SALES: Complete Sales Literature, Displays and Advertising Website Operational “obscenejeans.com”	$	60,000

MANAGEMENT & ADMINISTRATION: Consultants Operational CFO, Production, Marketing	$	50,000

ADDITIONAL WORKING CAPITAL	$	50,000

TOTAL PHASE TWO	$	350,000

Many of the developments enumerated in Phase 2 are dependent on the completion of objectives in Phase 1 and both Phases are dependent on us securing additional financing even if we are able to sell all of the securities offered by this Prospectus. There can be no assurance that we will be able to sell any of the securities offered by this Prospectus or secure additional financing. If we are able to raise some, but not all funds required to undertake the developments in Phase 1 and Phase 2, our management will re-examine our proposed business activities to use our resources most efficiently. In this event, our focus will likely be on spending available funds on assuring that we retain our reporting status with the SEC and developing our product designs to attract investors.

If we are unable to raise additional funds we will not be able to complete any of the milestones in either Phase 1 or Phase 2. Due to the fact that many of the milestones are dependent on each other, if we do not raise any additional capital we will not be able to implement any facets of our business plan.

We intend to pursue capital through public or private financing as well as borrowings and other sources, such as our officer and director in order to finance our businesses activities. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then our ability to continue our operations may be significantly hindered.

We have not yet begun the development of any of our anticipated products and even if we do secure adequate financing, there can be no assurance that our products will be accepted by the marketplace and that we will be able to generate revenues.

Our management does not plan to hire any employees at this time. Our sole officer and director will be responsible for business plan development. If we develop our products and are in a position to begin sales, marketing and distribution, we intend to hire independent consultants and sales representatives as we deem necessary.

RESULTS OF OPERATIONS

There is no historical financial information about us upon which to base an evaluation of our performance. We have incurred expenses of $34,840 on our operations from inception through November 30, 2010 on selling, general and administrative expenses and our only other activity consisted of stock sales of 12,000,000 shares of our common stock to our sole director and officer for aggregate proceeds of $61,500.

We have not generated any revenues from our operations. 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 the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies. (See "Risk Factors"). To become profitable and competitive, we must develop the business and marketing plan and execute the plan. Our management will attempt to secure financing through various means including borrowing and investment from institutions and private individuals.

Since inception, the majority of our time has been spent refining its business plan and collection design sketches, and preparing for a primary financial offering.

LIQUIDITY AND CAPITAL RESOURCES

As of the date of this filing, we have yet to generate any revenues from our business operations. From inception through November 30, 2010, we issued 12,000,000 shares of common stock for cash proceeds of $61,500.

We anticipate needing a minimum of $150,000 for Phase One and an additional $350,000 for Phase Two, totaling $500,000 in order to effectively execute our business plan over the next eighteen months. Currently available cash is not sufficient to allow us to commence full execution of our business plan. Our business expansion will require significant capital resources that may be funded through the issuance of common stock or of notes payable or other debt arrangements that may affect our debt structure. Despite our current financial status we believe that we may be able to issue notes payable or debt instruments in order to start executing our business plan. However, there can be no assurance that we will be able to raise money in this fashion and have not entered into any agreements that would obligate a third party to provide us with capital.

Through November 30, 2010, we spent approximately $34,840 on general operating expenses. We raised the cash amounts to be used in these activities from the sale of common stock; however we currently have no liabilities and a working capital of $26,660.

As of August 31, 2010 we had $19,993 of cash on hand.

To date, the Company has managed to keep our monthly cash flow requirement low for two reasons. First, our sole officer does not draw a salary at this time. Second, the Company has been able to keep our operating expenses to a minimum by operating in space owned by our sole officer and will be only paying the direct expenses associated with our business operations.

As of the date of this registration statement, the current funds available to the Company will not be sufficient to continue maintaining a reporting status. Management believes if the Company cannot maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety.

The Company currently has no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

If the Company is unable to raise the funds partially through this offering the Company will seek alternative financing through means such as borrowings from institutions or private individuals. There can be no assurance that the Company will be able to keep costs from being more than these estimated amounts or that the Company will be able to raise such funds. Even if we sell all shares offered through this registration statement, we expect that the Company will seek additional financing in the future. However, the Company may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, the Company may be forced to seek a buyer for our business or another entity with which we could create a joint venture. If all of these alternatives fail, we expect that the Company will be required to seek protection from creditors under applicable bankruptcy laws.

Our independent auditor has expressed substantial doubt about our ability to continue as a going concern and believes that our ability is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 2 of our financial statements.

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors' independence, audit committee oversight, and the adoption of a code of ethics. Our Board of Directors is comprised of one individual who is also our executive officer. Our executive officer makes decisions on all significant corporate matters such as the approval of terms of the compensation of our executive officer and the oversight of the accounting functions.

Although the Company has adopted a Code of Ethics and Business Conduct the Company has not yet adopted any of these other corporate governance measures and, since our securities are not yet listed on a national securities exchange, the Company is not required to do so. The Company has not adopted corporate governance measures such as an audit or other independent committees of our board of directors as we presently do not have any independent directors. If we expand our board membership in future periods to include additional independent directors, the Company may seek to establish an audit and other committees of our board of directors. It is possible that if our Board of Directors included independent directors and if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.


Item 3.	Quantitative and Qualitative Disclosures About Market Risk

Not applicable.


Item 4T.	Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of and for the period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective. The controls were determined to be ineffective due to the lack of segregation of duties. Currently, management contracts with an outside CPA to perform the duties of the Chief Financial Officer and Principle Accounting Officer and an outside consultant to assist with the preparation of the filings. However, until the Company has received additional funding, they are unable to remediate the weakness.

Changes in Internal Control Over Financial Reporting

No change in the Company’s internal control over financial reporting occurred during the nine months ended November 30, 2010, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION


Item 1.	Legal Proceedings

As of the date of this Quarterly Report, neither we nor any of our officers or directors is involved in any litigation either as plaintiffs or defendants. As of this date, there is not any threatened or pending litigation against us or any of our officers or directors.


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

During the three month period ended November 30, 2010, there was no modification of any instruments defining the rights of holders of the Company’s common stock and no limitation or qualification of the rights evidenced by the Company’s common stock as a result of the issuance of any other class of securities or the modification thereof.


Item 3.	Defaults upon Senior Securities

There have been no defaults in any material payments during the covered period.


Item 4.	Removed and Reserved


Item 5.	Other Information

The Company does not have any other material information to report with respect to the three month period ended November 30, 2010.


Item 6.	Exhibits and Reports on Form 8-K

(a) Exhibits included herewith are:


31.1		Certification of the Chairman of the Board, Chief Executive Officer, and Principal Financial Officer (This certification required as Exhibit 31 under Item 601(a) of Regulation S-K

32.1		Written Statements of the Chief Executive Officer, This certification required as Exhibit 32 under Item 601(a) of Regulation S-K is furnished in accordance with Item 601(b)(32)(iii) of Regulation S-K

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereto duly authorized:


	OBSCENE JEANS CORPORATION

Dated: December 6, 2010	By:	/S/ Rachel Stark-Cappelli
		Rachel Stark-Cappelli President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and Director

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