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 June 30, 2011                                           
|      |                                                                                        
|[   ] | Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934       
|      |                                                                                        
|      | For the transition period from __________ to__________                                 
|      |                                                                                        
|      | Commission File Number: 333-170155                                                     



Thompson Designs, Inc.

(Exact name of registrant as specified in its
charter)



|Nevada                                                         | 59-3843182                       
|-------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.)



|3315 East Russell Road, Ste. A-4 129, Las Vegas, Nevada 89120
|-------------------------------------------------------------
|(Address of principal executive offices)                     



|(702) 499-3209                                                                    
|----------------------------------------------------------------------------------
|(Registrant’s telephone number)                                                   
|______________________________________________________________                    
|(Former name, former address and former fiscal year, if changed since last report)



Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days [X] Yes [ ] 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 [X] 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.



|[ ] Large accelerated filer Accelerated filer | [ ] Non-accelerated filer
|--------------------------------------------- | -------------------------
|[X] Smaller reporting company                 |                          



Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No



State the number of shares outstanding of each
of the issuer’s classes of common stock, as of the latest practicable date: 9,000,000 common shares as of August 9, 2011.




Table of Contents




|                               | TABLE OF CONTENTS                                                                     |     
|------------------------------ | ------------------------------------------------------------------------------------- | ----
|                               |                                                                                       |     
|                               |                                                                                       | Page
|PART I – FINANCIAL INFORMATION
|Item 1:                        | Financial Statements                                                                  | 3   
|Item 2:                        | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4   
|Item 3:                        | Quantitative and Qualitative Disclosures About Market Risk                            | 5   
|Item 4:                        | Controls and Procedures                                                               | 5   
|PART II – OTHER INFORMATION   
|Item 1:                        | Legal Proceedings                                                                     | 6   
|Item 1A:                       | Risk Factors                                                                          | 6   
|Item 2:                        | Unregistered Sales of Equity Securities and Use of Proceeds                           | 6   
|Item 3:                        | Defaults Upon Senior Securities                                                       | 6   
|Item 4:                        | (Removed and Reserved)                                                                | 6   
|Item 5:                        | Other Information                                                                     | 6   
|Item 6:                        | Exhibits                                                                              | 6   

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Table of Contents




PART I - FINANCIAL INFORMATION



Item 1. Financial Statements



|Our financial statements included in this Form 10-Q are as follows:
|-------------------------------------------------------------------
|                                                                   
|F-1                                                                
|F-2                                                                
|F-3                                                                
|F-4                                                                



These financial statements have been prepared
in accordance with accounting principles generally accepted in the United States of America for interim financial information and
the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have
been included. Operating results for the interim period ended June 30, 2011 are not necessarily indicative of the results that
can be expected for the full year.



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THOMPSON DESIGNS, INC.

(A DEVELOPMENT STAGE
COMPANY)

BALANCE SHEETS (unaudited)

As of June 30, 2011 and September 30, 2010



|                                                                                                                       | June 30, 2011 |        | September 30, 2010
|---------------------------------------------------------------------------------------------------------------------- | ------------- | ------ | ------------------
|ASSETS                                                                                                                 |               |        |                   
|Current assets                                                                                                         |               |        |                   
|Cash                                                                                                                   | $             | 15,598 |                   
|Total current assets                                                                                                   |               | 15,598 |                   
|                                                                                                                       |               |        |                   
|Property and equipment, net of accumulated depreciation of $155                                                        |               | 465    |                   
|Total assets                                                                                                           | $             | 16,063 |                   
|                                                                                                                       |               |        |                   
|LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                   |               |        |                   
|                                                                                                                       |               |        |                   
|LIABILITIES                                                                                                            |               |        |                   
|Current Liabilities                                                                                                    |               |        |                   
|Accrued expenses                                                                                                       | $             | 3,000  |                   
|                                                                                                                       |               |        |                   
|STOCKHOLDERS’ EQUITY                                                                                                   |               |        |                   
|Common stock, $.001 par value, 100,000,000 shares authorized, 9,000,000 (2010-7,000,000) shares issued and outstanding |               | 9,000  |                   
|Additional paid in capital                                                                                             |               | 13,000 |                   
|Deficit accumulated during the Development stage                                                                       |               | (8,937 | )                 
|Total stockholder’s equity                                                                                             |               | 13,063 |                   
|                                                                                                                       |               |        |                   
|TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                             | $             | 16,063 |                   



See accompanying notes to financial statements.

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THOMPSON DESIGNS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS
(unaudited)

For the three months and nine months ended
June 30, 2011

For the period from August 30, 2010 (Date
of Inception) through June 30, 2011



|                                          | Three months ended June 30, 2011 |           | Nine months ended June 30, 2011 |  | Inception through June 30, 2011
|----------------------------------------- | -------------------------------- | --------- | ------------------------------- |  | -------------------------------
|General and administrative expenses:      |                                  |           |                                 |  |                                
|Professional fees                         | $                                | 1,000     |                                 |  | $                              
|Depreciation                              |                                  | 51        |                                 |  |                                
|Supplies                                  |                                  | —         |                                 |  |                                
|Other                                     |                                  | 3         |                                 |  |                                
|Total general and administrative expenses |                                  | 1,074     |                                 |  |                                
|                                          |                                  |           |                                 |  |                                
|                                          |                                  |           |                                 |  |                                
|Net loss and comprehensive loss           | $                                | (1,074    | )                               |  | $                              
|                                          |                                  |           |                                 |  |                                
|Net loss per share:                       |                                  |           |                                 |  |                                
|Basic and diluted                         | $                                | (0.00     | )                               |  | $                              
|                                          |                                  |           |                                 |  |                                
|Weighted average shares outstanding:      |                                  |           |                                 |  |                                
|Basic and diluted                         |                                  | 9,000,000 |                                 |  |                                



See accompanying notes to financial statements.

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THOMPSON DESIGNS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS
(unaudited)

For the nine months ended June 30, 2011

For the period from August 30, 2010 (Date
of Inception) through June 30, 2011



|                                                                                  |  | Nine months ended 
June 30, 2011 |        | Inception through 
December 31, 2010
|--------------------------------------------------------------------------------- |  | -------------------------------- | ------ | ------------------------------------
|                                                                                  |  |                                  |        |                                     
|CASH FLOWS FROM OPERATING ACTIVITIES                                              |  |                                  |        |                                     
|Net loss and comprehensive loss                                                   |  | $                                | (5,937 | )                                   
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                  |        |                                     
|Depreciation                                                                      |  |                                  | 155    |                                     
|Change in non-cash working capital items                                          |  |                                  |        |                                     
|Increase in accrued expenses                                                      |  |                                  | —      |                                     
|                                                                                  |  |                                  |        |                                     
|CASH FLOWS USED IN OPERATING ACTIVITIES                                           |  |                                  | (5,782 | )                                   
|                                                                                  |  |                                  |        |                                     
|CASH FLOWS FROM INVESTING ACTIVITIES                                              |  |                                  |        |                                     
|Purchase of property and equipment                                                |  |                                  | (620   | )                                   
|                                                                                  |  |                                  |        |                                     
|CASH FLOWS FROM FINANCING ACTIVITIES                                              |  |                                  |        |                                     
|Proceeds from sale of common stock                                                |  |                                  | 15,000 |                                     
|                                                                                  |  |                                  |        |                                     
|                                                                                  |  |                                  |        |                                     
|NET INCREASE IN CASH                                                              |  |                                  | 8598   |                                     
|Cash, beginning of period                                                         |  |                                  | 7,000  |                                     
|Cash, end of period                                                               |  | $                                | 15,598 |                                     
|                                                                                  |  |                                  |        |                                     
|SUPPLEMENTAL CASH FLOW INFORMATION                                                |  |                                  |        |                                     
|Interest paid                                                                     |  | $                                | —      |                                     
|Income taxes paid                                                                 |  | $                                | —      |                                     



See accompanying notes to financial statements.

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THOMPSON DESIGNS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL
STATEMENTS (unaudited)

June 30, 2011





NOTE 1 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES



Basis of
Presentation



The accompanying unaudited interim financial
statements have been prepared by Thompson Designs, Inc. (“Thompson” and the “Company”) pursuant to the
rules and regulations of the United States Securities and Exchange Commission. Certain information and disclosures normally included
in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America
have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures
necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring
adjustments. These interim financial statements should be read in conjunction with the audited financial statements of the Company
for the fiscal year ended September 30, 2010. The results of operations for the nine months ended June 30, 2011 are not indicative
of the results that may be expected for the full year.



Thompson Designs, Inc. was incorporated in
Nevada on August 30, 2010. Thompson is a development stage company and has not yet realized any revenues from its planned operations.
Thompson is currently in the business of designing and building custom signs for residential and commercial properties.



Use of Estimates



The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could
differ from those estimates.



Basic Loss Per Share



Basic loss per share has been calculated based
on the weighted average number of shares of common stock outstanding during the period.



Comprehensive Income



The Company has adopted SFAS 130 “Reporting
Comprehensive Income” (ASC 220-10), which establishes standards for reporting and display of comprehensive income, its components
and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’
Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The
Company has not had any significant transactions that are required to be reported in other comprehensive income.



Property and Equipment



Capital assets are recorded at cost and depreciated
over their estimated useful life on a straight line basis.

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THOMPSON DESIGNS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS (unaudited)

June 30, 2011



NOTE 1 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (continued)



Income Tax



Thompson follows SFAS 109, “Accounting
for Income Taxes” (ASC 740-10). Deferred income taxes reflect the net effect of (a) temporary difference between carrying
amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating
loss carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because
no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward
has been recognized, as it is not deemed likely to be realized.



Cash and Cash Equivalents



The Company considers all highly liquid investments
with the original maturities of three months or less to be cash equivalents



Recent Accounting Pronouncements



Thompson does not expect the adoption of recently
issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position
or cash flow.



NOTE 2 - GOING CONCERN



Thompson has limited working capital and has
a deficit accumulated during the Development stage of $8,937 as of June 30, 2011. Thompson's financial statements are prepared
using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets
and liquidation of liabilities in the normal course of business. However, Thompson has no current source of revenue. Without realization
of additional capital, it would be unlikely for Thompson to continue as a going concern. Thompson's management plans on raising
cash from public or private debt or equity financing, on an as needed basis and in the longer term, upon achieving profitable operations
through its business activities.



NOTE 3 – INCOME TAXES



The provision for Federal income tax consists of the following:



|                                       | June 30, 2011
|-------------------------------------- | -------------
|                                       |              
|Federal income tax attributable to:    |              
|Current Operations                     | $            
|Less: valuation allowance              |              
|Net provision for Federal income taxes | $            



F-5


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THOMPSON DESIGNS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS (unaudited)

June 30, 2011





NOTE 3 – INCOME TAXES (continued)



The cumulative tax effect at the expected rate of 34% of significant
items comprising our net deferred tax amount is as follows:



|                                    | June 30,
|----------------------------------- | --------
|                                    | 2011    
|Deferred tax asset attributable to: |         
|Net operating loss carryover        | $       
|Less: valuation allowance           |         
|Net deferred tax asset              | $       



At June 30, 2011, Thompson had an unused net operating loss carryover
approximating $8,950 that is available to offset future taxable income; it expires beginning in 2030.



NOTE 4 – COMMON STOCK



At inception, Thompson issued 7,000,000 shares
of stock to its founding shareholder for $7,000 cash.



During the period ended June 30, 2011, Thompson
issued 2,000,000 shares of stock for cash of $ 15,000.



NOTE 5 – COMMITMENTS



Thompson neither owns nor leases any real or
personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this
arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved in other business activities in the future.



NOTE 6 – SUBSEQUENT EVENTS



The Company has analyzed its operations subsequent
to June 30, 2011 through August 5, 2011, the date these financial statements were issued, and has determined that it does not have
any material subsequent events to disclose.

F-6


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



Forward-Looking Statements



Certain statements, other than purely historical
information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results,
and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking
statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,”
“estimates,” “intends,” “strategy,” “plan,” “may,” “will,”
“would,” “will be,” “will continue,” “will likely result,” and similar expressions.
Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which
may cause actual results to differ materially from the forward-looking statements. Our ability to predict
results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse
affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions,
legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles.
These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not
be placed on such statements.



Management’s Discussion and Analysis
of Financial Condition and Results of Operations



We were incorporated as Thompson Designs, Inc.
on August 30, 2010 in the State of Nevada for the purpose of designing, producing, and installing custom-made property signage
for residential and commercial customers.  We are in the development stage of our business and we have not generated
any sales revenue to date. The operating budget for our current fiscal year consists of planned expenditures for certain materials
and equipment, for marketing of our products, for contract labor on as as-needed basis, and for legal and accounting expenses. On
February 22, 2011, we closed our initial public offering of common stock. We sold 2 million shares of common stock in the offering
and received total proceeds of $15,000. As a result, management believes that we now have sufficient cash, exclusive of any future
sales revenue, to fund our budget through the remainder of our current fiscal year.  Our ability to fund our operations beyond
the current fiscal year will be contingent upon us realizing sales revenue sufficient to fund our ongoing operating expenses, and/or
upon obtaining additional financing.



Results of operations for the three and
nine months ended June 30, 2011 and for the period from August 30, 2010 (date of inception) through June 30, 2011.



We have not earned any revenues since the inception of our current
business operations. We incurred expenses and a net loss in the amount of $1,074 for the three months ended June 30, 2011, in the
amount of $5,937 for the nine months ended June 30, 2011 and in the amount $8,937 from inception on August 30, 2010 through June
30, 2011.



Our losses are attributable to operating expenses together with
a lack of any revenues. We anticipate our operating expenses will increase as we continue with our plan of operations.



Liquidity and Capital Resources



As of June 30, 2011, we had total current assets of $15,598, consisting
entirely of cash. We had current liabilities of $3,000 as of June 30, 2011.  Accordingly, we had working capital of $12,598
as of June 30, 2011.



Management believes that we have sufficient cash, exclusive of any
future sales revenue, to fund our operations through the remainder of our current fiscal year.   Our ability to operate
beyond the current fiscal year is contingent upon us obtaining additional financing and/or upon realizing sales revenue sufficient
to fund our ongoing expenses. Until we are able to sustain our ongoing operations through sales revenue, we intend to fund operations
through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital,
or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or
loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms,
or at all.

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Off Balance Sheet Arrangements



As of June 30, 2011, there were no off balance
sheet arrangements.



Going Concern



As discussed in the notes to our financial statements, we have no
established source of revenue.  This has raised substantial doubt for our auditors about our ability to continue as a
going concern.  Without realization of additional capital, it would be unlikely for us to continue as a going concern.



Our activities to date have been supported by equity financing.  Management
continues to seek funding from its shareholders and other qualified investors to pursue its business plan.



Critical Accounting Policies



In December 2001, the SEC requested that all registrants list their
most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical
accounting policy” is one which is both important to the portrayal of a company’s financial condition and results,
and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates
about the effect of matters that are inherently uncertain. Currently, we do not believe that any accounting policies fit this definition.



Recently Issued Accounting Pronouncements



We do not expect the adoption of recently issued accounting pronouncements
to have a significant impact on our results of operations, financial position or cash flow.



Item 3. Quantitative and Qualitative Disclosures
About Market Risk



A smaller reporting company is not required
to provide the information required by this Item.



Item 4. Controls and Procedures



We carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
as of June 30, 2011. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer
and our Chief Financial Officer, Kade Thompson. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of June 30, 2011, our disclosure controls and procedures are not effective. There have been no changes in our
internal controls over financial reporting during the quarter ended June 30, 2011.



Management determined that the material weaknesses that resulted
in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the
segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed
due to the lack of staff and resources.



Disclosure controls and procedures are controls
and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under
the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required
to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief
Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

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Limitations on the Effectiveness of Internal
Controls



Our management does not expect that our disclosure controls and
procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.  
Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls
must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because
of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of
two or more people, or by management override of the internal control. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions,
or the degree of compliance with the policies or procedures may deteriorate.

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PART II – OTHER INFORMATION



Item 1. Legal Proceedings



We are not a party to any pending legal proceeding.
We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more
of our voting securities are adverse to us or have a material interest adverse to us.



Item 1A: Risk Factors



A smaller reporting company is not required
to provide the information required by this Item.



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



None



Item 3. Defaults upon Senior Securities



None



Item 4. Removed and Reserved



Item 5. Other Information



None



Item 6. Exhibits



|Exhibit Number | Description of Exhibit                                                                                                                                                       
|-------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1           | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                            
|31.2           | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                            
|32.1           | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES



In accordance with 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.



|      | Thompson Designs, Inc.                                                                                                                                       
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                              
|Date: | August 9, 2011                                                                                                                                               
|      |                                                                                                                                                              
|      | By: /s/ Kade Thompson
        Kade Thompson
        Title:Chief Executive Officer, Chief
        Financial Officer, Principal Accounting Officer and Director



8