UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-Q/A

Amendment No. 2

(Mark One)



xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended June 30, 2011



OR



 ̈TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from               to



COMMISSION FILE NUMBER 333-171148



LYONS LIQUORS, INC.

(Exact Name of small business issuer as specified in its charter)



|                                |  |                    
|------------------------------- |  | -------------------
|Nevada                          |  | 27-1656207         
|(State or other jurisdiction of |  | (I.R.S. Employer   
|incorporation or organization)  |  | Identification No.)



PO Box 344, Ellenton, Florida 34222

(Address of principal executive offices) (Zip Code)



Issuers telephone Number:(941) 932-8234



Indicate by check mark whether the issuer (1) 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. Yesx    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 ̈    Nox



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



|                                              |  |                            
|--------------------------------------------- |  | ---------------------------
|Large accelerated filer ̈                      |  | Accelerated filer  ̈        
|                                              |  |                            
|Non-accelerated filer ̈                        |  | Smaller reporting company x
|(Do not check if a smaller
reporting company) |  |                            



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



As of August 12th, 2011 the issuer had 10,160,000 outstanding shares of Common Stock.











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EXPLANATORY NOTE



This Amendment No. 2 on Form 10-Q/A (this Amendment) amends the Registrants Amended Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2011, which the Registrant previously filed with the Securities and Exchange Commission on August 12, 2011 (the Original Filing).  The Registrant is filing this Amendment to correctly
indicate that the issuer is a shell company.

















Form 10-Q

June 30, 2011



TABLE OF CONTENTS



|           |                                                                                      |     
|---------- | ------------------------------------------------------------------------------------ | ----
|           |                                                                                      | Page
|           | PART I                                                                               |     
|Item 1.    | Financial Statements (Unaudited)                                                    
|           |                                                                                      |     
|           | Balance Sheets                                                                       | 3   
|           | Statements of Operations                                                             | 4   
|           | Statements of Cash Flows                                                             | 5   
|           | Notes to the Financials Statements                                                   | 6   
|           |                                                                                      |     
|Item 2.    | Managements Discussion and Analysis of Financial Condition and Results of Operation | 7   
|Item 3.    | Quantitative and Qualitative Disclosures About Market Risk                           | 9   
|Item 4T    | Controls and Procedures                                                              | 9   
|           |                                                                                      |     
|           | PART II                                                                              |     
|Item 1.    | Legal Proceedings                                                                    | 9   
|Item 1A.   | Risk Factors                                                                         | 9   
|Item 2.    | Unregistered Sales of Equity Securities and Use of Proceeds                          | 9   
|Item 3.    | Defaults Upon Senior Securities                                                      | 9   
|Item 4.    | Removed and Reserved                                                                 | 9   
|Item 5.    | Other Information                                                                    | 9   
|Item 6.    | Exhibits                                                                             | 9   
|           |                                                                                     
|SIGNATURES | 10                                                                                  

















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PART I.



ITEM 1. FINANCIAL INFORMATION



Lyons Liquors, Inc.

(A Development Stage Company)

Balance Sheets



|                                                                                                                     |  |               |          |   |                |   |         |  
|-------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | -------------- | - | ------- | -
|                                                                                                                     |  | June 30, 2011 |          |   | Sept. 30, 2010 |  
|                                                                                                                     |  | (Unaudited)   |          |   |                |  
|ASSETS                                                                                                               |  |               |          |   |                |  
|Current Assets:                                                                                                      |  |               |          |   |                |  
|Cash                                                                                                                 |  | $             | 500      |   |                | $ | 7736    |  
|Total Current Assets                                                                                                 |  |               | 500      |   |                |   | 7,736   |  
|Other Assets:                                                                                                        |  |               |          |   |                |   |         |  
|Deferred Offering Costs                                                                                              |  |               | 15,000   |   |                |   | 5,000   |  
|Deposits                                                                                                             |  |               | 797      |   |                |   | 797     |  
|TOTAL ASSETS                                                                                                         |  | $             | 16,297   |   |                | $ | 13,533  |  
|                                                                                                                     |  |               |          |   |                |   |         |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                 |  |               |          |   |                |   |         |  
|Current Liabilities:                                                                                                 |  |               |          |   |                |   |         |  
|Accounts payable                                                                                                     |  | $             | 4,000    |   |                | $ | -       |  
|Accrued expenses                                                                                                     |  |               | 36,712   |   |                |   | 17,212  |  
|                                                                                                                     |  |               |          |   |                |   |         |  
|Total Current Liabilities                                                                                            |  |               | 40,712   |   |                |   | 17,212  |  
|                                                                                                                     |  |               |          |   |                |   |         |  
|STOCKHOLDERS' DEFICIT                                                                                                |  |               |          |   |                |   |         |  
|Common stock - $.001 par value; 75,000,000 shares authorized; 10,160,000 shares issued and outstanding, respectively |  |               | 10,160   |   |                |   | 10,160  |  
|Additional paid-in capital                                                                                           |  |               | 15,840   |   |                |   | 15,840  |  
|Deficit accumulated during the development stage                                                                     |  |               | (50,415  | ) |                |   | (29,679 | )
|TOTAL STOCKHOLDERS' DEFICIT                                                                                          |  |               | (24,415) |   |                |   | (3,679) |  
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                          |  | $             | 16,297   |   |                | $ | 13,533  |  



See accompanying notes to financial statements











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LYONS LIQUORS, INC.(a development stage company)STATEMENTS OF OPERATIONSThree and Nine Months Ended June 30, 2011,Three Months Ended and Inception (December 17, 2009) to June 30, 2010, andInception (December 17, 2009) through June 30, 2011(Unaudited)Three MonthsThree MonthsNine MonthsEndedEndedEndedInception toInception toJune 30,June 30,June 30,June 30,June 30,20112010201120102011REVENUE$                           -$                             -$                           -$                        -$                           -OPERATING EXPENSES:GENERAL AND ADMINISTRATIVE EXPENSES6,5074,59320,73618,82250,415TOTAL OPERATING EXPENSES6,5074,59320,73618,82250,415LOSS BEFORE INCOME TAXES(6,507)(4,593)(20,736)(18,822)(50,415)INCOME TAXES-----NET LOSS$                  (6,507)$                  (4,593)$                (20,736)$             (18,822)$                (50,415)Net Loss Per Common Share, basic & diluted$                    (0.00)$                    (0.00)$                    (0.00)$                 (0.00)Weighted  Common Shares Outstanding, basic & diluted10,160,00010,130,66710,160,00010,076,888See accompanying notes to financial statements.
























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Lyons Liquors, Inc.

(A Development Stage Company)

Statements of Cash Flows

Nine Months Ended June 30, 2011,

Inception (December 17, 2009) through June 30, 2010 and

Inception (December 17, 2009) through June 30, 2011 (Unaudited)



|                                                                                         |  |                                 |         |  |                            |   |          |                            |  |   |          | 
|---------------------------------------------------------------------------------------- |  | ------------------------------- | ------- |  | -------------------------- | - | -------- | -------------------------- |  | - | -------- | 
|                                                                                         |  | Nine Months Ended
June 30, 2011 |         |  | Inception to
June 30, 2010 |   |          | Inception to June
30, 2011 | 
|                                                                                         |  |                                 |         |  |                            |   |          |                            | 
|Cash flows from operating activities
Net cash (used in) operating activities             |  | $                               | (7,236) |  |                            | $ | (16,007) |                            |  | $ | (25,500) | 
|                                                                                         |  |                                 |         |  |                            |   |          |                            |  |   |          | 
|Cash flows from investing activities
Net cash provided by (used in) investing activities |  |                                 | -       |  |                            |   | -        |                            |  |   | -        | 
|Cash flows from financing activities
Officer loans                                       |  |                                 | 1,500   |  |                            |   | -        |                            |  |   | 1,500    | 
|Common shares issued for cash                                                            |  |                                 | -       |  |                            |   | 26,000   |                            |  |   | 26,000   | 
|Net cash provided by financing activities                                                |  |                                 | -       |  |                            |   | 26,000   |                            |  |   | 26,000   | 
|Net increase (decrease) in cash                                                          |  |                                 | (7,236) |  |                            |   | 9,993    |                            |  |   | 500      | 
|Cash  beginning of Period                                                               |  |                                 | 7,736   |  |                            |   | -        |                            |  |   | -        | 
|                                                                                         |  |                                 | -       |  |                            |   | -        |                            |  |   | -        | 
|Cash  end of period                                                                     |  | $                               | 500     |  |                            | $ | 9,993    |                            |  | $ | 500      | 
|                                                                                         |  |                                 |         |  |                            |   |          |                            |  |   |          | 
|Cash paid for:
Interest                                                                  |  | $                               | -       |  |                            | $ | -        |                            |  | $ | -        | 
|Income taxes                                                                             |  | $                               | -       |  |                            | $ | -        |                            |  | $ | -        | 
|                                                                                         |  |                                 |         |  |                            |   |          |                            |  |   |          | 



See accompanying notes to financial statements





















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Lyons Liquors, Inc.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2011

(Unaudited)



(1)

Basis of Presentation



The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information and Rule 8.03 of Regulation SX. They do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included.



The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.  For further information, refer to the consolidated financial statements of the Company as of September 30, 2010, and for the year then ended and period from inception through September 30, 2010, including notes thereto.



(2)

Earnings Per Share



The Company calculates net income (loss) per share as required by Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 260, "Earnings per Share." Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods when anti-dilutive common stock equivalents are not considered in the computation.



(3)

Basis of Reporting



The Companys financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company is in the development stage and has experienced a loss from operations as a result of its investment necessary to achieve its operating plan, which is long-range in nature. The Company has no revenues and has incurred net losses through June 30, 2011, aggregating $50,415. In addition, the Company has negative working capital of $40,212 and negative stockholders equity of $24,415 at June 30, 2011.

The Companys ability to continue as a going concern is contingent upon its ability to secure additional financing, increase ownership equity and develop profitable operations. In addition, the Companys ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which the Company operates.

The Company is pursuing financing for its operations and seeking additional private investments. In addition, the Company is seeking to expand its revenue base. Failure to secure such financing or to raise additional equity capital and to expand its revenue base may result in the Company depleting its available funds and not being able pay its obligations.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.





(4)

Accrued Expenses



Accrued expenses consist of
amounts incurred from normal operations of the business.  As of June 30,
2011, the Company has accrued $35,212 in compensation payable to its president
and CEO. In addition, this officer has advanced the Company $1,500 for working
capital purposes.



(5)

Stockholders' Equity



Common stock



Common Stock includes 75,000,000 shares authorized at a
par value of $0.001.

On January 13, 2010, the Company issued 10,000,000 shares
of common stock for cash at $0.001 per share for a total value of $10,000 to its
founder.



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From January through September 2010, the Company issued 160,000 shares of common stock for cash at $0.10 per share or for a value of $16,000, including 100,000 shares for $10,000 to an affiliate.



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.



Forward-Looking Statements



The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as believes, estimates, could, possibly, probably, anticipates, projects, expects, may, will, or should or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect managements current expectations and are inherently uncertain. Our actual results may differ significantly from managements expectations.



The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.



Overview



We are a Nevada Corporation founded in December 17, 2009. We are currently a development stage company looking to enter the B2C retail and liquor industry, specifically we intend to own and operate a premier chain of retail stores. We have not yet commenced operations and currently are in the process of developing our brand and determining the market for our services, developing a business marketing plan and capital formation. Our day to day operations consist of working on these to ensure effective, efficient and timely completion. Once we have raised sufficient capital we will begin our operations. However, there is no guarantee that we will be successful in raising the required capital.





Marketing



The typical customer for our proposed liquor store would vary by product mix: liquor consumers tend to be older, wine consumers older and female, beer consumers younger and male. Men consume more alcohol than women. State alcohol boards regulate advertising and promotion for alcohol to discourage excessive or under-age consumption. As a liquor store we would rely heavily on in-store displays and window signage, and may use newspaper, print, outdoor or radio advertising. State restrictions may limit or prohibit price reduction ads in window signage. Our liquor store would rely on manufacturer advertising to generate awareness or consumer pull. Broadcast networks have voluntarily banned hard liquor ads since the 1950s, limiting marketing effectiveness. Tastings help drive store traffic and educate customers, so we would participate in tasting when and where feasible by state law.

Superior customer service helps liquor stores differentiate from other liquor retailers. Large product selections require a knowledgeable sales staff to help customers navigate through thousands of beverage choices. A high-end liquor store may offer temperature-controlled storage for premium wines and liquors or provide help in constructing a wine cellar. Internet sales of alcohol are controversial, as states claim that Internet sales reduce tax revenue and lack age verification. Liquor stores offering beverages through websites typically ship locally, as interstate shipping is complicated, and sometimes prohibited. Although Internet sales help specialty liquor stores, state restrictions limit sales potential. Legislative efforts on behalf of small wineries have lessened restrictions on direct sales of wine to out-of-state consumers. We will not participate in any kind of internet sales, our stores will strictly be independent retail locations.

Retail prices for alcoholic beverages differ by state, depending on excise taxes. In general, liquor retail prices fall into one of four segments: value (under $10); premium ($10 to $20); super premium ($15 to $25); and ultra-premium ($25 and up). Stores may buy close-out merchandise from distributors and may reduce retail prices. Some states prohibit distributors from offering quantity discounts, leveling the playing field for small, independent liquor stores. In control states, where state governments operate distributors but the retail sector is privately owned, laws establish retail markups. We plan to participate in all four price segments based on our store locations and demographics.

We do not currently have a web-site, however, we have reserved and parked the domain name www.lyonsliquors.com and we intend to develop a web-site as part of our marketing strategy.



Critical Accounting Policies



Basis of presentation - Going concern



The accompanying financial statements have been prepared under a going concern basis which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has no revenue sources and has incurred operating losses from inception through the period ended June 30, 2011. In addition, at June 30, 2011 the Company has an accumulated deficit of $50,415 and has working capital and stockholder deficits. These factors raise substantial doubt about the Companys ability to continue as a going concern.





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On January 13, 2010, the Company issued 10,000,000 shares of common stock for cash at $0.001 per share for a total value of $10,000 to its founder.



From January through September 2010, the Company issued 160,000 shares of common stock for cash at $0.10 per share or for a value of $16,000, including 100,000 shares for $10,000 to an affiliate.



However, there can be no assurance that the raising of future equity will be successful and that the Companys anticipated financing will be available in the future, at terms satisfactory to the Company. Failure to achieve the equity and financing at satisfactory terms and amounts could have a material adverse effect on the Companys ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Recent Accounting Pronouncements



The company does not believe that any recently issued accounting pronouncements will have a material impact on its financial statements.



Results of operations



Three and Nine Months Ended June 30, 2011



For the three and nine months ended June 30, 2011, we had no revenues. Expenses for the three and nine months ended June 30, 2011 totaled $6,507 and $20,736, respectively resulting in a net loss of $6,507 and $20,736, respectively.



Operating expenses for the three and nine months ended June 30, 2011 of $6,507 and $20,736, respectively, are comprised of accounting, audit and legal fees, filing fees and office service expenses respectively.



Period from December 17, 2009 (Inception) through June 30, 2011



For the period from December 17, 2009 (Inception) through June 30, 2011, we had no revenues. Expenses for the entire period totaled $50,415 resulting in a net loss of $50,416.



Operating expenses were $50,415; all comprised of accounting, audit, legal, filing, compliance fees and office service expense.



Liquidity and Capital Resources



As of June 30, 2011, we had cash of $500 as compared to cash of $7,736 as of September 30, 2010. Net cash used in operating activities totaled $7,236 for the nine months ended June 30, 2011. Net cash provided by financing activities totaled $1,500 for the nine months ended June 30, 2011 which included $1,500 advanced by the company officer for working capital purposes.



Net cash used in operating activities totaled $25,500 for the period ended December 17, 2009 (Inception) to June 30, 2011. Net cash provided by financing activities totaled $26,000 for the period ended December 17, (Inception) to June 30, 2011.



In order for us to execute our business plan we will need to raise at least $75,000 to $ 175,000 in debt or equity. The funds are needed for building out the first retail store, sales and marketing and working capital. There can be no assurance that we will be able to raise the funds needed to execute our business plan.



If we are unable to satisfy our cash requirements we may be unable to proceed with our plan of operations.  We do not anticipate the purchase or sale of any significant equipment. The foregoing represents our best estimate of our cash needs based on current planning and business conditions.  In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we will suspend or cease operations.



We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.





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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.



N/A





ITEM 4T. CONTROLS AND PROCEDURES.



Evaluation of Disclosure Controls and Procedures . Under the supervision and with the participation of our management, including our President, Chief Executive Officer, Chief Financial Officer and Secretary, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act)) as of the end of the period covered by this report. Based upon that evaluation, our President, Chief Executive Officer, Chief Financial Officer and Secretary concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and (ii) accumulated and communicated to our management to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.



Changes in Internal Control Over Financial Reporting. During the most recent quarter ended June 30, 2011, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



PART II



ITEM 1. LEGAL PROCEEDINGS.



N/A





ITEM 1A. RISK FACTORS.



N/A





ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.



None





ITEM 3. DEFAULTS UPON SENIOR SECURITIES.



None





ITEM 4. REMOVED AND RESERVED.



None





ITEM 5. OTHER INFORMATION.



None





ITEM 6. EXHIBITS.



|               |  |                                                                                                                                                                             
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description of Exhibit                                                                                                                                                      
|               |  |                                                                                                                                                                             
|31.1           |  | Certifications required by Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                               
|32.1           |  | Certification of Chief Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C.§ 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 

*Filed previously on September 2, 2011





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SIGNATURES



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



|                    |                                                               | 
|------------------- | ------------------------------------------------------------- | 
|                    | LYONS LIQUORS, INC.                                          
|                   
|                    | /s/ Shefali Vibhakar                                         
|August
    12, 2011 | Shefali Vibhakar                                             
|                    | Chief Executive Officer, Chief Financial Officer and Director
|                    |                                                               | 





































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