SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Amendment No. 1 to


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   March 31, 2009





[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934





Commission File No. 000-53220





By Design, Inc.


(Exact Name of Registrant as specified in its charter)





Nevada
20-3305472(State or other jurisdiction
(IRS Employer File Number)of incorporation)





2519 East Kentucky Ave.Denver, Colorado
80209(Address of principal executive offices)
(zip code)





(303) 660-6964


(Registrant's telephone number, including area code)





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





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months(or 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, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer []
Accelerated filer []Non-accelerated filer [] (Do not check if a smaller reporting company)
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]





The number of shares outstanding of the registrant's common stock, as of the latest practicable date, May 1, 2009, was 9,197,802.




EXPLANATORY NOTE
 
 This Amendment No.1to our Quarterly Report on Form 10-Q includes restated consolidated financial statements for the three months ended March  31, 2008 and 2009, which includes changes to the Company’s Balance Sheets at December 31, 2008 and March  31, 2009 and its Statement of Operations for the three months ended March  31, 2008 and 2009 with respect to the correct accounting for the Company’s noncontrolling interest in its 51% owned subsidiary and to correct $40,000 which was incorrectly recorded as a distribution from accumulated deficit on the Company’s March 31, 2009 balance sheet, which should have been recorded as a reduction in additional paid in capital.  This Amendment speaks as of the original filing date of our Quarterly Report on Form 10-Q and has not been updated to reflect events occurring subsequent to the original filing date.








FORM 10-Q/A





By Design, Inc.





TABLE OF CONTENTS








PagePART I  FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets (Unaudited)
5Consolidated Statements of Operations (Unaudited)
6Consolidated Statements of Cash Flows (Unaudited)
7Notes to Consolidated Financial Statements
9Item 2. Management’s Discussion and Analysis and Plan of Operation
13Item 3. Quantitative and Qualitative Disclosures About Market Risk
18Item 4 Controls and Procedures
18Item 4T. Controls and Procedures
18PART II  OTHER INFORMATIONItem 1. Legal Proceedings
18tem 1A.  Risk Factors
19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
25Item 3. Defaults Upon Senior Securities
25Item 4. Submission of Matters to a Vote of Security Holders
25Item 5. Other Information
25Item 6. Exhibits
25Signatures
26




- 2 -


PART I  FINANCIAL INFORMATION





For purposes of this document, unless otherwise indicated or the context otherwise requires, all references herein to “BYDE,” “By Design,” “we,” “us,” and “our,” refer to By Design, Inc., a Nevada corporation and our wholly-owned subsidiaries. Except as we might otherwise specifically indicate, all references to us include our subsidiaries.




ITEM 1.  FINANCIAL STATEMENTS














BY DESIGN, INC.





CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





Quarter Ended March 31, 2009











- 3 -








By Design, Inc.


Consolidated Financial Statements


(Unaudited)








TABLE OF CONTENTS











PageCONSOLIDATED FINANCIAL STATEMENTSConsolidated balance sheets
5Consolidated statements of operation
6Consolidated statements of cash flows
7Notes to consolidated financial statements
9





- 4 -





BY DESIGN, INC.CONSOLIDATED BALANCE SHEETS     Mar. 31, 2009Dec. 31, 2008


(Unaudited)(as Restated)


(as Restated)ASSETSCurrent assetsCash

$
39,979


$
17,433Accounts receivable


49,153



-Inventory


41,109



41,109Total current assets


130,241



58,542Fixed assets


88,828



88,828Less accumulated depreciation


(26,688
)


(29,136
)Other assets


4,100



4,10066,240



63,792Total Assets

$
196,481


$
122,334LIABILITIES & STOCKHOLDERS' EQUITYCurrent liabilitiesAccounts payable

$
4,495


$
-Related party payables


11,939



11,939Related party advances


341,747



341,747Accrued interest payable


40,481



45,607Other liabilities


8,862



8,862Total current liabilties


407,524



408,155Total Liabilities


407,524



408,155Stockholders' Equity (Deficit)By Design, Inc. stockholders' equity (deficit)Preferred stock, $.01 par value;1,000,000 shares authorized;No shares issued & outstanding


-



-Common stock, $.001 par value;50,000,000 shares authorized;9,197,802 shares issued& outstanding


9,198



9,198Additional paid in capital


90,803



15,803Accumulated deficit


(205,355
)


(188,117
)Total By Design, Inc. stockholders' equity (deficit)


(105,354
)


(163,116
)Noncontrolling interest


(105,689
)


(122,705
)Total Stockholders' Equity (Deficit)


(211,043
)


(285,821
)Total Liabilities and Stockholders' Equity (Deficit)

$
196,481


$
122,334


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


- 5 -








BY DESIGN, INC.CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)   Three Months


Three MonthsEnded


EndedMar. 31, 2008


Mar. 31, 2009(as Restated)


(as Restated)Sales

$
202,346


$
115,872Cost of goods sold


67,178



54,849Gross profit


135,168



61,023Operating expenses:Amortization & depreciation


2,448



2,448General and administrative


33,580



27,59436,028



30,042Other operating items:Collection of previously written off receivables


-



19,367-



19,367Income from operations


99,140



50,348Other income (expense):Interest expense


(5,052
)


(5,126
)(5,052
)


(5,126
)Income beforeprovision for income taxes


94,088



45,222Provision for income tax


-



-Net income


94,088



45,222Less: Net (income) loss attributable tononcontrolling interest


(55,312
)


(27,984
)Net income attributableto common stockholders

$
38,776


$
17,238Net income per share (By Design, Inc.)(Basic and fully diluted)

$
0.00


$
0.00Weighted average number ofcommon shares outstanding


9,197,802



9,197,802


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


- 6 -








BY DESIGN, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)Three Months


Three MonthsEnded


EndedMar. 31, 2008


Mar. 31, 2009Cash Flows From Operating Activities:Net income

$
94,088


$
45,222Adjustments to reconcile net income tonet cash provided byoperating activities:Amortization & depreciation


2,448



2,448Accounts receivable


(91,771
)


49,153Accrued payables


-



631Other assets


16,895



-Other liabilities


(9,706
)


-Net cash provided byoperating activities


11,954



97,454Cash Flows From Investing Activities:-



-Net cash provided by (used for)investing activities


-



-(Continued On Following Page)





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


- 7 -





BY DESIGN, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)(Continued From Previous Page)Three Months


Three MonthsEnded


EndedMar. 31, 2008


Mar. 31, 2009Cash Flows From Financing Activities:Related party advances - borrowings


6,800



-Distributions


-



(120,000
)Net cash provided by (used for)financing activities


6,800



(120,000
)Net Increase (Decrease) In Cash


18,754



(22,546
)Cash At The Beginning Of The Period


28,434



39,979Cash At The End Of The Period

$
47,188


$
17,433Schedule Of Non-Cash Investing And Financing ActivitiesNoneSupplemental DisclosureCash paid for interest

$
-


$
-Cash paid for income taxes

$
-


$
-




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


- 8 -


BY DESIGN, INC.


NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS


(Unaudited)





NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:





By Design, Inc. (the “Company”), was incorporated in the State of Nevada on February 23, 2006. The Company was formed to market and supply home design products to residential and commercial builders and developers. The Company may also engage in any other business permitted by law, as designated by the Board of Directors of the Company.





Basis of Presentation





The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.





Principles of consolidation





The accompanying consolidated financial statements include the accounts of By Design, Inc. and its 51% owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.





Cash and cash equivalents





The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.





Accounts receivable





The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.





Property and equipment





Property and equipment are recorded at cost and depreciated under straight line methods over each item's estimated useful life.





Financial Instruments





The carrying value of the Company’s financial instruments, as reported in the accompanying balance sheets, approximates fair value.





- 9 -





BY DESIGN, INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):




Inventories
 
 Inventories, consisting of building materials, are stated at the lower of cost or market (first-in, first-out method). Costs capitalized to inventory include the purchase price, transportation costs, and any other expenditures incurred in bringing the goods to the point of sale and putting them in saleable condition. Costs of good sold include those expenditures capitalized to inventory.
 
 Revenue recognition
 
 Revenue is recognized on an accrual basis as earned under contract terms. Specifically, revenue from product sales is recognized subsequent to a customer ordering a product at an agreed upon price, delivery has occurred, and collectibility is reasonably assured.
 
 Use of Estimates
 
 The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
 Income tax
 
 The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
 
 Net income (loss) per share
 
 The net income (loss) per common share is computed by dividing the net income (loss) attributable to common stockholdersby the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per common share.


- 10 -





BY DESIGN, INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)








NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):


Financial Instruments
 
 The carrying value of the Company’s financial instruments, including cash and cash equivalents and accrued payables, as reported in the accompanying balance sheet, approximates fair value.
 
 Long-Lived Assets
 
 In accordance with Statement of Financial Accounting Standard 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that may suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.
 
 NOTE 2. RESTATEMENT OF FINANCIAL STATEMENTS
 
 The Company has reviewed the accounting treatment as it relates to the noncontrolling interest in its 51% owned subsidiary’s earnings.  As a result of this review, management has determined that the accounting for noncontrolling interest as it related to its subsidiary was incorrect and not in accordance with the provisions of Statement of Financial Accounting Standard No. 160,Noncontrolling interest in Consolidated Financial Statements – an amendment of ARB No. 51, superseded by ASC 810-10-65 (the “Standard”), adopted by the Company on January 1, 2009.  The Standard provides that losses allocable to noncontrolling interest in a subsidiary may exceed the noncontrolling member’s interest in the subsidiary’s equity.  The excess, and any further losses allocable to the noncontrolling interest, shall be allocated to the noncontrolling member’s interest even if that allocation results in a deficit noncontrolling interest balance.  Prior to the adoption of the Standard, ARB 51 prohibited the allocation of losses to a noncontrolling interest if that allocation resulted in a deficit noncontrolling interest balance.
 
 This change in accounting treatment resulted in a restatement of accumulated deficit, additional paid in capital and noncontrolling interest on the Company’s balance sheets as of December 31, 2008 and March 31, 2009, and noncontrolling interest and net income attributable to common stockholders on the Company’s statements of operations for the three months ended March 31, 2008 and 2009.
 
 Additionally, the Company determined $40,000 was incorrectly recorded as a distribution from accumulated deficit on the Company’s March 31, 2009 balance sheet, which should have been recorded as a reduction in additional paid in capital, and has been corrected within this filing.


- 11 -






BY DESIGN, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 
 
 NOTE 2. RESTATEMENT OF FINANCIAL STATEMENTS (Continued):
 
 The restatement had no impact on total assets, liabilities or cash flows. A summary of the effects of the restatement as of December 31, 2008 and March 31, 2009, and for the three month periods ended March 31, 2008 and 2009 are as follows:




As PreviouslyReported


Restatement


As RestatedBalance SheetsDecember 31, 2008Additional paid in capital

$
48,903


$
41,900


$
90,803Accumulated deficit


(269,144
)


63,789



(205,355
)Noncontrolling interest


-



(105,689
)


(105,689
)March 31, 2009Additional paid in capital

$
(31,097
)

$
46,900


$
15,803Accumulated deficit


(263,922
)


75,805



(188,117
)Noncontrolling interest


-



(122,705
)


(122,705
)Statements of OperationsThree Months ended March 31, 2008Net income

$
94,088


$
-


$
94,088Less: Net (income) loss attributable tononcontrolling interest


-



(55,312
)


(55,312
)Net income attributable tocommon stockholders


-



38,776



38,776Basic and diluted income percommon share


0.01



(0.01
)


0.00Three Months ended March 31, 2009Net income

$
45,222


$
-


$
45,222Less: Net (income) loss attributable tononcontrolling interest


-



(27,984
)


(27,984
)Net income attributable tocommon stockholders


-



17,238



17,238Basic and diluted income percommon share


0.00



-



0.00









- 12 -








ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION





The following discussion of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and notes thereto included in, Item 1 in this Quarterly Report on Form 10-Q/A. This item contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements.





Forward-Looking Statements




This Quarterly Report on Form 10-Q/A and the documents incorporated herein by reference contain forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are based on current expectations, estimates, and projections about our industry, management beliefs, and certain assumptions made by our management.  Words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, variations of such words, and similar expressions are intended to identify such forward-looking statements.  These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements.  Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.  However, readers should carefully review the risk factors set forth herein and in other reports and documents that we file from time to time with the Securities and Exchange Commission, particularly the Report on Form 10-SB, and Annual Reports on Form 10-K, Quarterly reports on Form 10-Q and any Current Reports on Form 8-K.




Overview and History




We were incorporated under the laws of the State of Nevada on February 23, 2005. We have active operations. We market interior and exterior design consulting services to real estate developers and builders for their real estate projects. The sale of these consulting services includes our recommendations for the purchase of accessories and architectural elements to be included or placed in the residential and commercial spaces, as built or retrofitted. These consulting services and associated products will be sold through By Design, Inc.  We currently have no active projects in By Design, Inc.





We have a subsidiary known as Stone Select, LLC which markets hand-carved interior and exterior natural stone ornamentation and architectural elements Stone Select, LLC’s principal products consist of fireplace surrounds, kitchen range hoods, flooring, base and case trim materials, exterior ornamentation, fountains, planters, , and exterior window and door surrounds. At the present time, most of the sales of Stone Select, LLC come from natural stone fireplace surrounds, kitchen range hoods, and trim materials. At the present time, all of our revenues are generated through our subsidiary, Stone Select, LLC. We currently operate exclusively in the Denver, Colorado Metropolitan area. We market and sell all of our products and services to commercial and residential builders and interior designers. Our target market is a custom home in the three to twenty million dollar price range. We have no website but Stone Select, LLC operates a website at www.stoneselect,us.




We were incorporated as a successor to an operation which began in 1996. The predecessor company was a sole proprietorship owned by Ms. Deanie Underwood also known as “By Design.” This company provided interior design and refurbishment work similar to the present company and averaged two to three clients per year but had no activity in the two years prior to be being acquired by us. It was marginally profitable in most years it was operational. This company has been absorbed into us and is no longer in existence. We acquired the assets of this sole proprietorship in a tax-free exchange under the Internal Revenue Code in February, 2005.


- 13 -








In July, 2005, we completed a registered offering of our common shares under the provisions of the Colorado securities laws and under an exemption from the federal securities laws. We sold a total of 197,802 common shares at a price of $0.50 per share to a total of forty investors. We raised a total of $98,901 in this offering.





In addition, we plan to expand through acquisition. We will not only look at our present industry but will reserve the right to investigate and, if warranted, merge with or acquire the assets or common stock of an entity actively engaged in business which generates revenues. We will seek opportunities for long-term growth potential as opposed to short-term earnings. As of the date hereof, we have no business opportunities under investigation. None of our officers, directors, or affiliates have engaged in any preliminary contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger between us and such other company.





We have not been subject to any bankruptcy, receivership or similar proceeding. We are a Nevada corporation. Our principal business address is 2519 East Kentucky Ave., Denver, Colorado 80209. Our telephone number is (303) 660-6964.





Results of Operations




The revenues for all of the relevant periods in this discussion came from sales of products in our subsidiary, Stone Select, LLC. We had no revenues from our interior design consulting operated through By Design, Inc.




For the three months ended March 31, 2009, sales were $115,872. For the three months ended March 31, 2008, sales were $202,346. Our revenues have decreased with the decline of the economy in 2009 compared to 2008, which accounted for our lower revenue.




While there were declining construction activities in the Denver area during the first three months of 2009, our revenues remain strong primarily because we maintained the number of our existing projects, which should keep us occupied for the next few months.





For the three months ended March 31, 2009, cost of goods sold were $54,849, as compared to $67,178 for the three months ended March 31, 2008.    Costs of goods sold include all direct costs incurred in selling products. We do not separate sales of different product lines into operating segments. Our cost of goods decreased for the three months ended March 31, 2009 compared to for the three months ended March 31, 2008 principally because of a decrease in revenues. We also collected $19,367 in receivables which were  previously written off.




The difference between sales and cost of goods sold is gross profit. Our gross profit for the three months ended March 31, 2009, was $61,023 as compared to gross profit for the three months ended March 31, 2008 of $135,168.





Operating expenses, which include depreciation and general and administrative expenses for the three months ended March 31, 2009 were $30,042. Our operating expenses for the three months ended March 31, 2008 were $36,028.   The major components of operating expenses include rent, marketing costs, professional fees, which consist of legal and accounting costs, and telephone expenses. For the three ended March 31, 2009, we had lower general and administrative expenses, which was a result of better cost controls for marketing and professional fees.




- 14 -





At March 31, 2009, we had one payable due to Ms. Underwood in the amount of $341,747 for working capital advances made to us. This payable is due on demand, is an oral agreement and is unsecured.  In 2007 we agreed to accrue interest on the advances at 6% per annum. We have no ability at the current time to repay related party advances. In the event that we need additional capital, Ms. Underwood has agreed to loan such funds as may be necessary through December 31, 2009 for working capital purposes.




As a result of the foregoing, we had net income of $45,222 for the three months ended March 31, 2009 compared to net income of $94,088 for the three months ended March 31, 2008.





For the fiscal year ended 2008, our accountants have expressed doubt about our ability to continue as a going concern as a result of our continued net losses. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to locate clients who will purchase our products and use our services and our ability to generate revenues.





We believe that the potential sales for 2009 could look better than 2008 because we have two projects which we have recently developed which could provide substantial sales and which will occupy most of the year 2009.  We currently have a policy of acquiring inventory for specific projects, as opposed to ordering the inventory and attempting to market it.  Also, we feel that we have implemented better controls over our operating expenses. Because we do not pay salaries, operating expenses are expected to remain fairly constant with respect to sales except for costs associated with marketing. Hence each additional sale and correspondingly the gross profit of such sale have minimal offsetting operating expense. Thus, additional sales should become a profit at a higher return on sales rates as a result of not needing to expand our operational expenses at the same pace.




On the other hand, we may choose to scale back our operations to operate at break-even with a smaller level of business activity, while adjusting our overhead to meet the revenue from current operations. In addition, we expect that we will need to raise additional funds if we decide to pursue more rapid expansion, the development of new or enhanced services and products, appropriate responses to competitive pressures, or the acquisition of complementary businesses or technologies, or if we must respond to unanticipated events that require us to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all.





We may continue to incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect approximately $500,000 in operating costs over the next twelve months. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business.


-


Liquidity and Capital Resources





As of March 31, 2009, we had cash or cash equivalents of $17,433, compared to $47,188 in cash or cash equivalents as of March 31, 2008.





Net cash provided by operating activities was $97,454 for the three months ended March 31, 2009 compared net cash provided by operating activities of $11,954 for the three months ended March 31, 2008.





Cash flows used for investing activities were $-0- for the three months ended March 31, 2009 and for the three months ended March 31, 2008.


- 15 -








Cash flows used for financing activities were $120,000 for the three months ended March 31, 2009 compared to cash flows provided by financing activities of $6,800 for the nine months ended March 31, 2008.





We believe that we have sufficient capital in the short term for our current level of operations. This is because we believe that we can attract sufficient product sales and services within our present organizational structure and resources to become profitable in our operations. Additional resources would be needed to expand into additional locations, which we have no plans to do at this time. We do not anticipate needing to raise additional capital resources in the next twelve months. In the event that we need additional capital, Ms. Underwood has agreed to loan such funds as may be necessary through December 31, 2009 for working capital purposes.





Our principal source of liquidity will be our operations. We expect variation in revenues to account for the difference between a profit and a loss. Also business activity is closely tied to the economy of Denver and the U.S. economy. Because we currently only sell stone products, a slow down in purchases of construction materials could have a negative impact to our business. We were profitable for the three months ended March 31, 2009. However, we have no idea to what extent the economic situation may affect us for fiscal year 2009, although we have started our fiscal year with two projects which could provide substantial sales and which will occupy most of 2009. In any case, we try to operate with minimal overhead. Our primary activity will be to seek to develop clients and, consequently, our sales. If we succeed in expanding our client base and generating sufficient sales, we will become profitable. We cannot guarantee that this will ever occur. Our plan is to build our company in any manner which will be successful.





Off-Balance Sheet Arrangements





We have no off-balance sheet arrangements with any party.





Plan of Operation





Our plan for the next twelve months immediately is to operate at a profit or at break even. Our plan is to sell more of our products, especially our fireplace surrounds, kitchen hoods, interior and exterior natural stone ornamentation and architectural elements, to become profitable in our operations. In addition, we plan to use our referral sources to develop interior design business for By Design, Inc.




Currently, we are conducting business only through Stone Select, LLC and in only one location in the Denver Metropolitan area. We have no plans to expand into other locations or areas. We believe that the timing of the completion of the milestones needed to become profitable can be achieved as we are presently organized with sufficient business.





Other than the shares offered by last offering no other source of capital has been identified or sought.





If we are not successful in our operations we will be faced with several options:





1.
Cease operations and go out of business;





2.
Continue to seek alternative and acceptable sources of capital;





3.
Bring in additional capital that may result in a change of control; or





4.
Identify a candidate for acquisition that seeks access to the public marketplace and its financing sources





- 16 -





Currently, we believe that we have sufficient capital or access to capital to implement our proposed business operations or to sustain them for the next twelve months. In the event that we need additional capital, Ms. Underwood has agreed to loan such funds as may be necessary through December 31, 2009 for working capital purposes.





If we can sustain profitability, we could operate at our present level indefinitely.





To date, we have never had any discussions with any possible acquisition candidate nor have we any intention of doing so.





Proposed Milestones to Implement Business Operations




At the present time, we are operating from one location in the Denver Metropolitan area. Our plan is to make our operation profitable for the fiscal year 2009. We estimate that we must generate approximately $500,000 in sales per year to be profitable.





We believe that we can be profitable or at break even at the end of the current fiscal year, assuming sufficient sales. Based upon our current plans, we have adjusted our operating expenses so that cash generated from operations and from working capital financing is expected to be sufficient for the foreseeable future to fund our operations at our currently forecasted levels. To try to operate at a break-even level based upon our current level of anticipated business activity, we believe that we must generate approximately $500,000 in revenue per year. However, if our forecasts are inaccurate, we will need to raise additional funds. In the event that we need additional capital, Ms. Underwood has agreed to loan such funds as may be necessary through December 31, 2009 for working capital purposes.





On the other hand, we may choose to scale back our operations to operate at break-even with a smaller level of business activity, while adjusting our overhead to meet the revenue from current operations. In addition, we expect that we will need to raise additional funds if we decide to pursue more rapid expansion, the development of new or enhanced services and products, appropriate responses to competitive pressures, or the acquisition of complementary businesses, or if we must respond to unanticipated events that require us to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all.





We might incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect approximately $500,000 in operating costs over the next twelve months. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business




In the event that we need additional capital, Ms. Underwood has agreed to loan such funds as may be necessary through December 31, 2009 for working capital purposes. Otherwise, no commitments to provide additional funds have been made by management or current shareholders. There is no assurance that additional funds will be made available to us on terms that will be acceptable, or at all, if and when needed. We expect to continue to generate and increase sales, but there can be no assurance we will generate sales sufficient to continue operations or to expand.





We also are planning to rely on the possibility of referrals from clients and will strive to satisfy our clients. We believe that referrals will be an effective form of advertising because of the quality of service that we bring to clients. We believe that satisfied clients will bring more and repeat clients.





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In the next twelve months, we do not intend to spend any material funds on research and development and do not intend to purchase any large equipment.





Recently Issued Accounting Pronouncements





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





Seasonality





We do not expect our sales to be impacted by seasonal demands for our products and services.







ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





None.







ITEM 4. CONTROLS AND PROCEDURES





Not applicable







ITEM 4T. CONTROLS AND PROCEDURES





As of the end of the period covered by this report, based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a -15(e) and 15(d)-15(e) under the Exchange Act), our Chief Executive Officer and the Chief Financial Officer has concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the applicable time periods specified by the SEC’s rules and forms.  Our Chief Executive Officer and Chief Financial Officer had previously concluded that our disclosure controls and procedures were effective as of March 31, 2009. However, in connection with the restatement of our Consolidated Financial Statements as of and for the quarter ended March 31, 2009 as fully described in Note 2 to the Consolidated Financial Statements included in Item 1 of Part I of this Form 10-Q/A, our Chief Executive Officer and Chief Financial Officer determined that the material weakness described below existed as of March 31, 2009.




A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Our Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2009, we did not maintain effective controls with respect to the correct accounting for our noncontrolling interest in our 51% owned subsidiary and the accounting for distributions. This control deficiency resulted in the restatement of our Consolidated Financial Statements for the quarter ended March 31, 2009. Accordingly, our Chief Executive Officer and Chief Financial Officer has determined that these control deficiencies constitute a material weakness.
  There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.






PART II.  OTHER INFORMATION







ITEM 1.  LEGAL PROCEEDINGS





There are no legal proceedings, to which we are a party, which could have a material adverse effect on our business, financial condition or operating results.


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ITEM 1A. RISK FACTORS




You should carefully consider the risks and uncertainties described below; and all of the other information included in this document. Any of the following risks could materially adversely affect our business, financial condition or operating results and could negatively impact the value of your investment.




The occurrence of any of the following risks could materially and adverselyaffect our business, financial condition and operating result. In this case,the trading price of our common stock could decline and you might lose all orpart of your investment.





RISKS ASSOCIATED WITH OUR COMPANY:





We have had a history of losses, have only recently become profitable, and may not be able to develop consistent profitability.





We had net income of $45,222 on revenues of $115,872 for the three months ended March 31, 2009, compared to net income of $94,088 on revenues of $202,346 for the three months ended March 31, 2008. We have only recently become profitable, and may not be able to develop consistent profitability. We cannot assure you that we will generate profits in the future, even if our sales increase dramatically. We will need to generate greater revenues and improved margins to achieve and maintain profitability in the future. If our operating losses continue on a long-term basis, we may experience a shortage of working capital that could adversely affect our business or our ability to continue our business, in which case our business may fail.




Because we had incurred continuing operating losses, our accountants have expressed doubts about our ability to continue as a going concern.




For the fiscal year ended December 31, 2008, our accountants have expressed doubt about our ability to continue as a going concern as a result of our continued net losses. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:




●
our ability to locate clients who will purchase our products and use our  services; and




●
our ability to generate sufficient revenues.




Based upon current plans, we may incur operating losses in future periods because we may, from time to time, be incurring expenses but not generating sufficient revenues. We expect approximately $500,000 in operating costs over the next twelve months. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues will cause us to go out of business.





We are only minimally capitalized. Because we are only minimally capitalized, we expect to experience a lack of liquidity for the foreseeable future in our ongoing operations. We will adjust our expenses as necessary to prevent cash flow or liquidity problems. However, we expect we will need additional financing of some type, which we do not now possess, to fully develop our operations. We expect to rely principally upon our ability to raise additional financing, the success of which cannot be guaranteed. We will look at both equity and debt financing, including loans from our principal shareholder. However, at the present time, we have no definitive plans for financing in place, other than the funds which have previously been loaned to us by Ms. Underwood. In the event that we need additional capital, Ms. Underwood has agreed to loan such funds as may be necessary through December 31, 2009 for working capital purposes. To the extent that we experience a substantial lack of liquidity, our development in accordance with our proposed plan may be delayed or indefinitely postponed, our operations could be impaired, we may never become profitable, fail as an organization, and our investors could lose some or all of their investment.


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Our limited operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance. As a result, an investor could lose his entire investment.




The concept for our business was developed in 1996. However, we had no revenues from 2003 until 2006. Even though we have operated as a corporation since 2005, we have a limited operating history. This factor makes it difficult to evaluate our business on the basis of historical operations. As a consequence, our past results may not be indicative of future results. Although this is true for any business, it is particularly true for us because of our limited operating history. Reliance on historical results may hinder our ability to anticipate and timely adapt to increases or decreases in sales, revenues or expenses. For example, if we overestimate our future sales for a particular period or periods based on our historical growth rate, we may increase our overhead and other operating expenses to a greater degree than we would have if we correctly anticipated the lower sales level for that period and reduced our controllable expenses accordingly. If we make poor budgetary decisions as a result of unreliable historical data, we could continue to incur losses, which may result in a decline in our stock price.




Our operations are subject to our ability to successfully market our services and products. We have no substantial history of being able to successfully market our services and products. If we cannot successfully market our services and products, we may never become profitable and an investor could lose his entire investment.





Our operations will depend, among other things, upon our ability to develop and to market our services and products to the residential and commercial builders. We market interior and exterior design consulting services to real estate developers and builders for their real estate projects. The sale of these consulting services includes our recommendations for the purchase of accessories and architectural elements to be included or placed in the residential and commercial spaces, as built or retrofitted. These consulting services and associated products will be sold through By Design, Inc.  Our subsidiary, known as Stone Select, LLC, markets hand-carved interior and exterior natural stone ornamentation and architectural elements. Stone Select, LLC’s principal products consist of fireplace surrounds, kitchen range hoods, flooring, base and case trim materials, exterior ornamentation, fountains, planters, , and exterior window and door surrounds. At the present time, most of the sales of Stone Select, LLC come from natural stone fireplace surrounds, kitchen range hoods, and trim materials. At the present time, most of the sales of Stone Select, LLC come from fireplace surrounds, kitchen range hoods, and trim materials. If we cannot find a combination of sufficient customers for our consulting services and purchasers of the hand-carved interior and exterior natural stone ornamentation and architectural elements sold through Stone Select, LLC, we may never become profitable. An investor could lose his entire investment.





We have no experience as a public company.





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





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There are factors beyond our control which may adversely affect us. Any, all, or a combination of general market conditions and changing consumer tastes could cause an investor could lose his entire investment





Our operations may also be affected by factors which are beyond our control, principally general market conditions and changing consumer tastes.  Any of these problems, or a combination thereof, could have affect on our viability as an entity. We may never become profitable, fail as an organization, and our investors could lose some or all of their investment.




Intense competition in our market could prevent us from developing revenue and prevent us from achieving annual profitability. In either situation, we may never become profitable, fail as an organization, and our investors could lose some or all of their investment.




We are organized to provide defined interior design services to our clients through By Design, Inc. and sell stone products through our subsidiary, Stone Select, LLC. The barriers to entry are not significant. All aspects of our business are highly competitive. We face strong competitors in all areas of our business. Our services and products could be rendered noncompetitive or obsolete. Any increase in competition may cause us to lose market share or compel us to reduce prices to remain competitive, which could result in reduced margins for our products. Competitive pressures may not only impair our margins but may also impact our revenues and our growth. Almost all of our competitors are larger than us and have greater financial resources than we do.  Many of them have substantially greater experience in interior design. Increased competition with these companies could curtail price increases or could require price reductions or increased spending on marketing and sales, any of which could adversely affect our results of operations. Competition from larger and more established companies is a significant threat and is expected to increase.




We currently have only two suppliers.  The loss of either would have a negative effect on our business.




We currently purchase finished products from only two suppliers. Each of these suppliers provides us with essentially the same inventory which we sell through Stone Select, LLC., which are hand-carved interior and exterior natural stone ornamentation and architectural elements. These are fireplace surrounds, kitchen range hoods, flooring, including base and case, and window surrounds. The loss of either supplier would have a negative effect on our business because we would not have sufficient inventory to sell. If we cannot replace a lost supplier, we would see a severe decline in revenue from the sale of products. As a result, we may never become profitable, fail as an organization, and our investors could lose some or all of their investment.




Fluctuations in the supply and prices of raw materials could negatively impact our financial results.




Under normal market conditions, these materials are generally available on the open market. From time to time, however, the prices and availability of these raw materials may fluctuate significantly, which could impair our ability to procure necessary products, or increase the cost of our products. If material costs increase, and we are unable to pass along, or are delayed in passing along, those increases to our customers, we will experience reductions to our profit margins and our ability to generate a profit will be reduced or eliminated completely.





Many of our customers are in cyclical industries, which may affect the demand for our products.




Many of our customers, especially for our commercial products, are in businesses and industries that are cyclical in nature and sensitive to changes in general economic conditions. As a result, the demand for our products by these customers depends, in part, upon general economic conditions. Downward economic cycles affecting the industries of our customers will reduce sales of our products. If general economic conditions deteriorate, we may suffer reductions in our sales and profitability. To date, we have not seen the slowdown in the housing market affect us, but it could. A general slowdown in the housing market may affect everyone, including us, which would reduce our ability to generate a profit.


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The industry in which we operate are highly competitive. Our principal competitors are larger and have greater financial resources than we do.




We operate in a very competitive industry. Our principal competitor, Materials Marketing, Inc., of Denver, Colorado, is larger and has greater financial resources than we do. However, we potentially compete with a diverse group of competitors ranging from internet businesses to traditional brick-and-mortar companies, many of which have greater resources than we do. We believe that barriers to entry in this business are not significant and start-up costs are relatively low, so our competition may increase in the future. Our belief that there are minimal barriers to entry is based on our observation that operations such as ours do not require the ownership of warehouses, showrooms or factories to operate, which we think is because (i) our direct ship business can be operated with minimal warehousing needs and costs, which are significantly less than traditional models, (ii) wholesale product orders can be placed after receipt of client orders, in order to further reduce warehousing needs, (iii) samples can be shown to clients at little or no cost, without the necessity of showroom space for actual product, (iv) if a competitor wants showroom space, it is typically available for lease at competitive rates in most United States markets, and (v) all manufacturing can be done by third party suppliers, so there is no need to own or lease a manufacturing facility. New competitors may be able to launch new businesses similar to ours, and current competitors may  replicate our business model, at a relatively low cost. If competitors with significantly greater resources than ours decide to replicate our business model, they may be able to quickly gain recognition and acceptance of their business methods, products and services through marketing and promotion. We may not have the resources to compete effectively with current or future competitors. If we are unable to effectively compete, we will lose sales to our competitors and our revenues will decline.




We import all of our products from China and Mexico. As a result, all of our current revenues come from products imported from outside the United States.




We expect imports from international markets to continue to represent a significant portion of our products. Accordingly, our business is subject to risks related to the differing legal, political, social and regulatory requirements and economic conditions of many jurisdictions. Risks inherent in international operations include the following:




•
agreements may be difficult to enforce and receivables owed to us difficult to collect;•
foreign customers may have longer payment cycles;•
foreign countries may impose additional withholding taxes or otherwise tax our foreign income, or adopt other restrictions on foreign trade or investment, including currency exchange controls;•
foreign operations may experience staffing difficulties and labor disputes;•
transportation and other shipping costs may increase;•
foreign governments may nationalize private enterprises;•
unexpected adverse changes in export duties, quotas and tariffs and difficulties in obtaining export licenses;•
intellectual property rights may be more difficult to enforce;•
fluctuations in exchange rates may affect product demand and may adversely affect the profitability in U.S. dollars of products we import where payment for our products is made in the local currency;•
general economic conditions in the countries in which we operate could have an adverse effect on operations in those countries;•
our business and profitability in a particular country could be affected by political or economic repercussions on a domestic, country specific or global level from terrorist activities and the response to such activities;•
unexpected adverse changes in foreign laws or regulatory requirements may occur; and•
compliance with a variety of foreign laws and regulations may be burdensome.




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We have certain key customers.




Our relationships with certain key residential building customers are important to us and our subsidiary, Stone Select, LLC. Stone Select, LLC. has four major customers. In 2008, sales to its four largest customers were approximately 55% of its total net sales, with the largest customer accounting for approximately 20% of sales, and the others between approximately 10% and 13%. In 2007, sales to its largest customer were approximately  26% of its total net sales. Sales to its second largest customer accounted for approximately 14% of sales. Although Stone Select, LLC. sells various types of products through various channels of distribution, we believe that the loss of a substantial portion of Stone Select, LLC.’s sales to residential builders could have a significant affect impact on our ability to be profitable.




Our success will be dependent upon our management’s efforts. We cannot sustain profitability without the efforts of our management.




Our success will be dependent upon the decision making of our directors and executive officers. These individuals intend to commit as much time as necessary to our business, but this commitment is no assurance of success. The loss of any or all of these individuals, particularly Ms. Deanie Underwood, our President, could have a material, adverse impact on our operations. We have no written employment agreements with any officers and directors, including Ms. Underwood. We have not obtained key man life insurance on the lives of any of our officers or directors.





Our stock price may be volatile, and you may not be able to resell your shares at or above the public sale price.




There has been, and continues to be, a limited public market for our common stock. Although our common stock is quoted in the Bulletin Board, an active trading market for our shares has not, and may never develop or be sustained. If you purchase shares of common stock, you may not be able to resell those shares at or above the initial price you paid. The market price of our common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, including the following:





*
actual or anticipated fluctuations in our operating results;*
changes in financial estimates by securities analysts or our failure to perform in line with such estimates;*
changes in market valuations of other interior design oriented companies, particularly those that market services such as ours;*
announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;*
introduction of product enhancements that reduce the need for our products or services;*
the loss of one or more key clients; and*
departures of key personnel.






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Of our total outstanding shares as of May 1, 2009, a total of 9,000,000, or approximately 98%, will be restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well. As restrictions on resale end, the market price of our stock could drop significantly if the holders of restricted shares sell them or are perceived by the market as intending to sell them.





Because our stock is traded on the Bulletin Board, it has a limited public trading market. As a result, it may be difficult or impossible for you to liquidate your investment.





While our common stock currently is listed for trading, we have had only a few trades. We are quoted on the Bulletin Board under the trading symbol BYDE.OB. We cannot assure that such a market will improve in the future, even if our securities are listed on the NASD Bulletin Board. The NASD Bulletin Board requires that we be a reporting company under the Securities Exchange Act of 1934. However, we cannot guarantee that we will be accepted for listing on the NASD Bulletin Board. Further, we cannot assure that an investor will be able to liquidate his investment without considerable delay, if at all. If a more active market does develop, the price may be highly volatile. Our limited operating history, lack of profitability, negligible stock liquidity, potential extreme price and volume fluctuations, and regulatory burdens may have a significant impact on the market price of the common stock. It is also possible that the relatively low price of our common stock may keep many brokerage firms from engaging in transactions in our common stock.




Applicable SEC rules governing the trading of “Penny Stocks” limit the liquidity of our common stock, which may affect the trading price of our common stock.




Our common stock is currently quoted on the Bulletin Board.  Since our common stock continues to trade well below $5.00 per share, our common stock is considered a “penny stock” and is subject to SEC rules and regulations that impose limitations upon the manner in which our shares can be publicly traded.  These regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock and the associated risks.  Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination for the purchaser and receive the written purchaser’s agreement to a transaction prior to purchase.  These regulations have the effect of limiting the trading activity of our common stock and reducing the liquidity of an investment in our common stock




Buying low-priced penny stocks is very risky and speculative.





The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you may purchase in the public markets.


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We do not expect to pay dividends on common stock.





We have not paid any cash dividends with respect to our common stock, and it is unlikely that we will pay any dividends on our common stock in the foreseeable future. Earnings, if any, that we may realize will be retained in the business for further development and expansion.






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





None







ITEM 3.  DEFAULTS UPON SENIOR SECURITIES





None







ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





None







ITEM 5.  OTHER INFORMATION





None








ITEM 6.  EXHIBITS




Exhibit No.
Description3.1
Articles of Incorporation of By Design, Inc.*3.2
Bylaws of By Design, Inc.*4.1
Stock Specimen *21.1
List of Subsidiaries*31.1
Certification of CEO/CFO pursuant to Sec. 30232.1
Certification of CEO/CFO pursuant to Sec. 906


* Previously filed





Reports on Form 8-K





We filed no under cover of Form 8K for the fiscal quarter ended March 31, 2009.


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SIGNATURES






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-Q/A to be signed on its behalf by the undersigned thereunto duly authorized on January 21, 2010.
  
 BY DESIGN, INC.By:
/s/ Gary S. OhlbaumGary S. OhlbaumPresidient, Chief Executive Officer and Chief Financial Officer

(principal executive officer and principal financial and accounting officer)


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