UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q


(Mark
One)





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





For the
quarterly period ended December 31, 2008





o TRANSITION REPORT
UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT





For the
transition period from ___________ to _____________





Commission
file number 000-29449





TNT DESIGNS,
INC.


(Exact
name of registrant as specified in its charter)





Delaware
              
              20-0937462(State
      or other jurisdiction of incorporation or
                organization)
              
              (IRS
      Employer Identification No.)





305
Madison Avenue


Suite
449


New
York, NY 10165


(Address
of principal executive offices)





(917)
      215-1222(Issuer's
      telephone number)







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




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




Large
      accelerated filer  ̈
            Accelerated
      filer  ̈Non-accelerated
      filer  ̈
            Smaller
      reporting company  ̈





Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Securities Exchange Act of 1934) (check one): Yes oNo o




The
numbers of shares outstanding of each of the issuer's classes of common equity,
as of February 18, 2009, are as follows:




Class
      of Securities
            
            Shares
      OutstandingCommon
      Stock, $0.001 par value
            
            2,292,500





Transitional
Small Business Disclosure Format (check one): Yes  ̈No
 ̈













TNT
DESIGNS, INC.




PageITEM
      1 – Financial InformationBalance
      Sheets as of December 31, 2008 (Unaudited) and September 30,
      2008
                            3Statements
      of Operations for the Three Months Ended December 31, 2008 and 2007 and
      For the Period from February 17, 2004 (Inception) through December 31,
      2008 (Unaudited)
                            4Statement
      of Stockholders’ Equity (Deficit) For the Period from February 17, 2004
      (Inception) through December 31, 2008 (Unaudited)
                            5Statements
      of Cash Flows for the Three Months Ended December 31, 2008 and 2007 and
      For the Period from February 17, 2004 (Inception) through December 31,
      2008 (Unaudited)
                            6Notes
      to the Financial Statements (Unaudited)
                            7Item
      2 - Management’s Discussion and Analysis or Plan of
    Operation
                            10Item
      3 - Quantitative and Qualitative Disclosers about Market
      Risks.
                            12Item
      4T - Controls and Procedures
                            12PART
      II - Other Information (Items 1-6)
                            12SIGNATURES
                            14


2







ITEM
1 Financial Information





TNT
DESIGNS, INC.


(A
DEVELOPMENT STAGE COMPANY)


Balance
Sheets





December 31, 2008
                    
                    
                    September 30, 2008(Unaudited)ASSETSCURRENT
      ASSETS:Cash
                    
                    $
                    843
                    
                    
                    $
                    4,015TOTAL
      CURRENT ASSETS
                    
                    $
                    843
                    
                    
                    $
                    4,015LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIES:Accounts
      payable and accrued expenses
                    
                    $
                    17,003
                    
                    
                    $
                    16,873Due
      to stockholder/officer
                    
                    
                    70,481
                    
                    
                    
                    70,481Total
      Current Liabilities
                    
                    
                    87,484
                    
                    
                    
                    87.354STOCKHOLDERS’
      DEFICIT:Common
      stock at $0.0001 par value; 30,000,000 shares authorized; 2,292,500 shares
      issued and outstanding
                    
                    
                    229
                    
                    
                    
                    229Additional
      paid-in capital
                    
                    
                    29,221
                    
                    
                    
                    29,221Deficit
      accumulated during the development stage
                    
                    
                    (116,091
                    )
                    
                    
                    (112,789
                    )Stockholders’
      Deficit
                    
                    
                    (86,641
                    )
                    
                    
                    (83,339
                    )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                    
                    $
                    843
                    
                    
                    $
                    4,015





See
accompanying notes to the financial statements.


3


TNT
DESIGNS, INC.


(A
DEVELOPMENT STAGE COMPANY)


Statements
of Operations


(Unaudited)





Three Months
                Ended
                December 31,
                2008
              
              
              Three Months
                Ended
                December 31,
                2007
              
              
              For the Period
                from February 17,
                2004 (Inception)
                through
                December 31,
                2008Sales
              
              $
              -
              
              
              $
              -
              
              
              $
              42,021Cost
      of sales
              
              
              -
              
              
              
              -
              
              
              
              36,419Gross
      profit
              
              
              -
              
              
              
              -
              
              
              
              5,602Operating
      expenses:General
      and administrative
              
              
              3,302
              
              
              
              17,859
              
              
              
              121,693Total
      operating expenses
              
              
              3,302
              
              
              
              17,859
              
              
              
              121,693Loss
      before income taxes
              
              
              (3,302
              )
              
              
              (17,859
              )
              
              
              (116,091
              )Income
      tax provision
              
              
              -
              
              
              
              -
              
              
              
              -Net
      loss
              
              $
              (3,302
              )
              
              $
              (17,859
              )
              
              $
              (116,091
              )Net
      loss per common share – basic and diluted
              
              $
              (0.00
              )
              
              $
              (0.01
              )
              
              $
              (0.05
              )Weighted
      average number of common shares outstanding – basic and
      diluted
              
              
              2,292,500
              
              
              
              2,292,500
              
              
              $
              2,252,137





See
accompanying notes to the financial statements.


4


TNT
DESIGNS, INC.


(A
DEVELOPMENT STAGE COMPANY)


Statement
of Stockholders’ Equity (Deficit)


For the
Period from February 17, 2004 (Inception) through December 31, 2008


(Unaudited)





Common
                                  Shares
                                
                                
                                Amount
                                
                                
                                Additional
                                  Paid-in
                                  Capital
                                
                                
                                Deficit
                                  Accumulated
                                  During the
                                  Development
                                  Stage
                                
                                
                                Total
                                  Stockholders’
                                  Equity
                                  (Deficit)Sale of
      common stock to officer, February17,
      2004  (Inception), at $0.0001 per share
                                
                                
                                2,000,000
                                
                                
                                $
                                200
                                
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                200Sale
      of common stock under privateplacement
      at $.10 per share, March toMay
      2004
                                
                                
                                100,000
                                
                                
                                
                                10
                                
                                
                                
                                9,990
                                
                                
                                
                                
                                
                                
                                
                                10,000Net
      loss
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (2,407
                                )
                                
                                
                                (2,407
                                )Balance,
      September 30, 2004
                                
                                
                                2,100,000
                                
                                
                                
                                210
                                
                                
                                
                                9,990
                                
                                
                                
                                (2,407
                                )
                                
                                
                                7,793Stock
      issued for services at $.10 pershare,
      December 2004
                                
                                
                                100,000
                                
                                
                                
                                10
                                
                                
                                
                                9,990
                                
                                
                                
                                
                                
                                
                                
                                10,000Sale
      of common stock under privateplacement
      at $.10 per share, March2005
                                
                                
                                92,500
                                
                                
                                
                                9
                                
                                
                                
                                9,241
                                
                                
                                
                                
                                
                                
                                
                                9,250Net
      loss
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (25,365
                                )
                                
                                
                                (25,365
                                )Balance,
      September 30, 2005
                                
                                
                                2,292,500
                                
                                
                                
                                229
                                
                                
                                
                                29,221
                                
                                
                                
                                (27,772
                                )
                                
                                
                                1,678Net
      loss
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (31,416
                                )
                                
                                
                                (31,416
                                )Balance,
      September 30, 2006
                                
                                
                                2,292,500
                                
                                
                                
                                229
                                
                                
                                
                                29,221
                                
                                
                                
                                (59,188
                                )
                                
                                
                                (29,738
                                )Net
      loss
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (25,016
                                )
                                
                                
                                (25,016
                                )Balance,
      September 30, 2007
                                
                                
                                2,292,500
                                
                                
                                
                                229
                                
                                
                                
                                29,221
                                
                                
                                
                                (84,204
                                )
                                
                                
                                (54,754
                                )Net
      loss
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (28,585
                                )
                                
                                
                                (28,585
                                )Balance,
      September 30, 2008
                                
                                
                                2,292,500
                                
                                
                                
                                229
                                
                                
                                
                                29,221
                                
                                
                                
                                (112,789
                                )
                                
                                
                                (83,339
                                )Net
      loss
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (3,302
                                )
                                
                                
                                (3,302
                                )Balance,
      December 31, 2008
                                
                                
                                2,292,500
                                
                                
                                $
                                229
                                
                                
                                $
                                29,221
                                
                                
                                $
                                (116,091
                                )
                                
                                $
                                (86,641
                                )





See
accompanying notes to the financial statements.


5


TNT
DESIGNS, INC.


(A
DEVELOPMENT STAGE COMPANY)


Statements
of Cash Flows


(Unaudited)





Three
                                    Months Ended
                                    December 31,
                                    2008
                                  
                                  
                                  Three
                                    Months Ended
                                    December 31,
                                    2007
                                  
                                  
                                  For the Period
                                    from February17,
                                    2004 (inception)
                                    throughDecember
                                    31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                  
                                  $
                                  (3,302
                                  )
                                  
                                  $
                                  (17,859
                                  )
                                  
                                  $
                                  (116,091
                                  )Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activities:Common
      stock issued for services
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  10,000Changes
      in operating assets and liabilities:Decrease
      in accounts receivable
                                  
                                  
                                  -
                                  
                                  
                                  
                                  21,804
                                  
                                  
                                  
                                  -Increase
      in accounts payable and accrued expenses
                                  
                                  
                                  130
                                  
                                  
                                  
                                  13,604
                                  
                                  
                                  
                                  17,003Net
      Cash Provided by (Used in) Operating Activities
                                  
                                  
                                  (3,172
                                  )
                                  
                                  
                                  17,549
                                  
                                  
                                  
                                  (89,088
                                  )CASH
      FLOWS FROM FINANCING ACTIVITIES:Sale
      of common stock
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  19,450Increase
      in due to stockholder/officer
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  70,481CASH
      FLOWS FROM FINANCING ACTIVITIES:
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  89,931NET
      INCREASE (DECREASE) IN NET CASH
                                  
                                  
                                  (3,172
                                  )
                                  
                                  
                                  17,549
                                  
                                  
                                  
                                  843CASH
      AT BEGINNING OF PERIOD
                                  
                                  
                                  4,015
                                  
                                  
                                  
                                  845
                                  
                                  
                                  
                                  -CASH
      AT END OF PERIOD
                                  
                                  $
                                  843
                                  
                                  
                                  $
                                  18,394
                                  
                                  
                                  $
                                  843





See
accompanying notes to the financial statements.


6





TNT
DESIGNS, INC.


(A
DEVELOPMENT STAGE COMPANY)


FOR THE
PERIOD FROM FEBRUARY 17, 2004 (INCEPTION) THROUGH DECEMBER 31, 2008


NOTES TO
THE FINANCIAL STATEMENTS


(UNAUDITED)





NOTE
1  -       NATURE OF
OPERATIONS





TNT
Designs, Inc. (a development stage company) (“TNT” or the “Company”) was
incorporated on February 17, 2004 under the laws of the State of Delaware. A
substantial portion of the Company’s activities has involved developing a
business plan and establishing contacts and visibility in the marketplace and
the Company has generated minimal revenue to date. TNT markets and distributes
scarves, handbags and other products from India.





NOTE
2 -        SUMMARY OF ACCOUNTING
POLICIES





Basis of
Presentation





The
accompanying interim financial statements for the three month period ended
December 31, 2008 and 2007 and for the period February 17, 2004 (Inception)
through December 31, 2008 are unaudited and have been prepared in accordance
with accounting principles generally accepted in the United States of America
(“U.S. GAAP”) for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by U.S. GAAP for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. The results of operations realized during an interim period are not
necessarily indicative of results to be expected for a full year. These
financial statements should be read in conjunction with the information filed as
part of the Company’s Annual Report on Form 10-K which was filed on February 5,
2009.




Development stage
company





The
Company is a development stage company as defined by Statement of Financial
Accounting Standards No. 7“Accountingand Reporting by
Development Stage Enterprises”(“SFAS No. 7”). The Company is still
devoting substantially all of its efforts on establishing the business and its
planned principal operations have not commenced. All losses accumulated since
inception have been considered as part of the Company’s development stage
activities.




Use of
Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements as well as the reported amount of revenues and expenses during the
reporting period. Actual results could differ from these estimates.





Cash
Equivalents




The
Company considers all highly liquid investments with maturities of three months
or less at the time of purchase to be cash equivalents.





Fair value of financial
instruments





The fair
value of a financial instrument is the amount at which the instrument could be
exchanged in a current transaction between willing parties.  The carrying
amounts of financial assets and liabilities, such as cash, accounts payable and
accrued expenses, approximate their fair values because of the short maturity of
these instruments.





Revenue
recognition





The
Company’s revenues will be derived principally from the marketing and
distribution scarves, handbags and other products from
India.   The Company follows the guidance of the Securities and
Exchange Commission’s Staff Accounting Bulletin 104 (“SAB No. 104”) for revenue
recognition. The Company recognize revenues when it is realized or realizable
and earned less estimated future doubtful accounts. The Company considers
revenue realized or realizable and earned when it has persuasive evidence of an
arrangement that the product has been shipped, the sales price is fixed or
determinable, and collectability is reasonably assured.


7


Net loss per common
share





Net loss
per common share is computed pursuant to Statement of Financial Accounting
Standards No. 128.  "Earnings per Share" ("SFAS No. 128").  Basic net
loss per common share is computed by dividing net loss by the weighted average
number of shares of common stock outstanding during the period. Diluted net loss
per common share is computed by dividing net loss by the weighted average number
of shares of common stock and potentially outstanding shares of common stock
during each period. There were no potentially dilutive shares outstanding as of
December 31, 2008 or 2007.





Recently Issued Accounting
Pronouncements





In June
2003, the Securities and Exchange Commission (“SEC”) adopted final rules under
Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC
Release No. 33-8934 on June 26, 2008. Commencing with its annual report for the
fiscal year ending September 30, 2010, the Company will be required to include a
report of management on its internal control over financial reporting. The
internal control report must include a statement





·
              of
      management’s responsibility for establishing and maintaining adequate
      internal control over its financial
reporting;





·
              of
      management’s assessment of the effectiveness of its internal control over
      financial reporting as of year end;
and





·
              of
      the framework used by management to evaluate the effectiveness of the
      Company’s internal control over financial
  reporting.





Furthermore,
in the following fiscal year, it is required to file the auditor’s attestation
report separately on the Company’s internal control over financial reporting on
whether it believes that the Company has maintained, in all material respects,
effective internal control over financial reporting.





In
December 2007, the FASB issued FASB Statement No. 141 (Revised 2007)“Business Combinations”
(“SFAS No. 141(R)”), which requires the Company to record fair value estimates
of contingent consideration and certain other potential liabilities during the
original purchase price allocation, expense acquisition costs as incurred and
does not permit certain restructuring activities previously allowed under
Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of
purchase accounting.  SFAS No. 141(R) applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008, except for the presentation and disclosure requirements, which shall
be applied retrospectively for all periods presented. The Company has not
determined the effect that the adoption of SFAS No. 141(R) will have on the
financial results of the Company.





In
December 2007, the FASB issued FASB Statement No. 160“Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS
No. 160”), which causes noncontrolling interests in subsidiaries to be included
in the equity section of the balance sheet.  SFAS No. 160 applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008, except for the presentation and disclosure requirements,
which shall be applied retrospectively for all periods presented.  The
Company will adopt this standard at the beginning of the Company’s fiscal year
ending December 31, 2008 for all prospective business
acquisitions.  The Company has not determined the effect that the
adoption of SFAS No. 160 will have on the financial results of the
Company.





In March
2008, the FASB issued FASB Statement No. 161“Disclosures about Derivative
Instruments and Hedging Activities an amendment of FASB Statement No.
133” (“SFAS No. 161”), which changes the disclosure requirements for
derivative instruments and hedging activities.  Pursuant to SFAS
No.161, Entities are required to provide enhanced disclosures about (a) how and
why an entity uses derivative instruments, (b) how derivative instruments and
related hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance, and cash
flows.  SFAS No. 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008 with early
application encouraged. SFAS No. 161 encourages but does not require disclosures
for earlier periods presented for comparative purposes at initial
adoption.  In years after initial adoption, this Statement requires
comparative disclosures only for periods subsequent to initial
adoption.  The Company does not expect the adoption of SFAS No. 161 to
have a material impact on the financial results of the Company.





Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying financial statements.


8
  NOTE
3  -       GOING
CONCERN





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates continuity of operations,
realization of assets, and liquidation of liabilities in the normal course of
business.  As reflected in the accompanying financial statements, the
Company had a deficit accumulated during the development stage of $116,091 and a
net loss of $3,302 for the three months ended December 31, 2008. These
conditions raise substantial doubt about its ability to continue as a going
concern.





While the
Company is attempting to produce sufficient sales, the Company’s cash position
may not be sufficient to support the Company’s daily operations.  
While the Company believes in the viability of its strategy to produce sales
volume and in its ability to raise additional funds, there can be no
assurances to that effect.   The ability of the Company to
continue as a going concern is dependent upon the Company’s ability to further
implement its business plan and generate sufficient revenues. The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.  Management believes that
the actions presently being taken to further implement its business plan and
generate revenues provide the opportunity for the Company to continue as a going
concern.


9








ITEM
2





MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION





Safe
Harbor Statement under the Private Securities Litigation Reform Act of
1995





Information
set forth herein contains "forward-looking statements" which can be identified
by the use of forward-looking terminology such as "believes," "expects," "may,”
“should" or "anticipates" or the negative thereof or other variations thereon or
comparable terminology, or by discussions of strategy. No assurance can be given
that the future results covered by the forward-looking statements will be
achieved. The Company cautions readers that important factors may affect the
Company’s actual results and could cause such results to differ materially from
forward-looking statements made by or on behalf of the Company.  These
factors include the Company’s lack of historically profitable operations,
dependence on key personnel, the success of the Company’s business, ability to
manage anticipated growth and other factors identified in the Company's filings
with the Securities and Exchange Commission, press releases and/or other public
communications.





Plan
of Operations





TNT
Designs, Inc. (“TNT” or the “Company”) was incorporated pursuant to the laws of
Delaware on February 17, 2004. TNT entered into its first strategic alliance and
distribution agreement with Radico Export Import, Ltd., a corporation formed
under the laws of India. This agreement provides TNT with an exclusive right to
market and distribute Radico’s products in New York State. TNT intends to
negotiate an expansion of the geographic scope of this agreement with Radico
such that the exclusivity extends throughout the United States, or worldwide.
However, TNT's current agreement with Radico makes no provision for expanding
TNT's exclusivity, nor has any agreement with Radico, written or oral, been
reached and no assurance can be given that any such agreement will be reached.
TNT also intends to enter into additional exclusive distribution arrangements
with other similarly situated companies located in India. The company continues
to be in the process of negotiating such an agreement with a manufacturer of
goods located in India.





TNTs’
plan of operation for the next twelve (12) months is to market and distribute
the products supplied by Radico and other manufacturers and wholesalers to the
potential customers on our mailing lists and databases and by the use of the web
site, which is expected to be completed in the near future. If TNT is unable to
raise necessary funds for working capital, TNT will be unable to effectively
market its products. TNT intends to market its products via its website and its
Ebay store as well as, if funding or revenues permit, direct selling to retail
and wholesale customers through tradeshows, trunk shows and TNT’s network of
contacts. TNT will commence a web site marketing program in the near future,
which will attempt to steer customers to its web site. It is anticipated that
the average cost to conduct a trunk show for our products will be approximately
$5,000, which includes the costs for transportation, rental space, inventory,
staffing and marketing and printing costs. It is anticipated that the average
cost to participate in an industry tradeshow will be $15,000, which includes the
costs for transportation, booth rental, inventory, staffing and marketing and
printing costs. There can be no assurance that TNT will have raised sufficient
funds or generate sufficient revenues for either trunk shows or
trade-shows.





TNT does
not plan to conduct any product research and development, purchase any
significant equipment or increase the number of employees in the next twelve
(12) months. TNT will focus its efforts on sales and marketing of products. In
addition, TNT will attempt to expand its base of customers as well as suppliers
in India. Currently, TNT relies primarily on its alliance agreement with Radico
to meet all of TNT’s sales requirements. TNT intends to seek out and find
additional suppliers of new and similar products to those supplied by
Radico.




At
December 31, 2008, TNT’s cash position was approximately $800. At its current
rate of expenditures, TNT will only have cash available to maintain operations
for approximately three (3) months. TNT may also seek to obtain short-term
loans from its director, although no such arrangement has been made. TNT does
not have any arrangements in place for any future equity financing. TNT’s
current cash requirements will be met by cash on hand and, if working capital
funds are not available, TNT will suspend or limit business operations. As
discussed in our audited financial statements as of September 30, 2008,
our  auditors expressed substantial doubt about our ability to
continue as a “going concern”.





Our
continued operations will depend on whether we are able to raise additional
funds through various potential sources, such as equity and debt financing, and
strategic alliances. Such additional funds may not become available on
acceptable terms, if at all, and there can be no assurance that any additional
funding that we do obtain will be sufficient to meet our needs in the long term.
Through December 31, 2008, virtually all of our financing has been through
private placements of common stock and loans by our executive officer. We intend
to continue to fund operations from cash on-hand and through the similar
sources of capital previously described for the foreseeable future. We can give
no assurances that any additional capital that we are able to obtain will be
sufficient to meet our needs. We believe that we will continue to incur net
losses and negative cash flows from operating activities for the foreseeable
future. Based on the resources available to us at December 31, 2008, we will
need additional equity or debt financing to sustain our operations through 2009
and we will need additional financing thereafter until we can achieve
profitability, if ever. These matters raise substantial doubt about our ability
to continue as a going concern.


10





Liquidity
and Capital Resources





Based
upon our current rate of expenditure, we will only have cash available to
maintain purchases for approximately three (3) months. We may seek to obtain
short-term financing from our sole officer and director, who has met our
financing needs in the past. However, no such arrangements for funding or other
future financing currently exists. The Company may seek to raise capital through
an offering of our common stock. However, there can be no assurance that we will
be successful in securing the capital we require or that we may obtain financing
on terms that are favorable to us.





Off
Balance Sheet Transactions





There are
no off-balance sheet arrangements to which the Company is a party that have or
are reasonably likely to have a current or future effect on the Company's
financial condition, results of operations, cash flows, liquidity, capital
expenditures or capital resources.





Recently
Issued Accounting Pronouncements





In June
2003, the Securities and Exchange Commission (“SEC”) adopted final rules under
Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC
Release No. 33-8934 on June 26, 2008. Commencing with its annual report for the
fiscal year ending September 30, 2010, the Company will be required to include a
report of management on its internal control over financial reporting. The
internal control report must include a statement





·
            of
      management’s responsibility for establishing and maintaining adequate
      internal control over its financial
reporting;





·
              of
      management’s assessment of the effectiveness of its internal control over
      financial reporting as of year end;
and





·
            of
      the framework used by management to evaluate the effectiveness of the
      Company’s internal control over financial
  reporting.





Furthermore,
in the following fiscal year, it is required to file the auditor’s attestation
report separately on the Company’s internal control over financial reporting on
whether it believes that the Company has maintained, in all material respects,
effective internal control over financial reporting.





In
December 2007, the FASB issued FASB Statement No. 141 (Revised 2007)“Business Combinations”
(“SFAS No. 141(R)”), which requires the Company to record fair value estimates
of contingent consideration and certain other potential liabilities during the
original purchase price allocation, expense acquisition costs as incurred and
does not permit certain restructuring activities previously allowed under
Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of
purchase accounting.  SFAS No. 141(R) applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008, except for the presentation and disclosure requirements, which shall
be applied retrospectively for all periods presented. The Company has not
determined the effect that the adoption of SFAS No. 141(R) will have on the
financial results of the Company.





In
December 2007, the FASB issued FASB Statement No. 160“Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS
No. 160”), which causes noncontrolling interests in subsidiaries to be included
in the equity section of the balance sheet.  SFAS No. 160 applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008, except for the presentation and disclosure requirements,
which shall be applied retrospectively for all periods presented.  The
Company will adopt this standard at the beginning of the Company’s fiscal year
ending December 31, 2008 for all prospective business
acquisitions.  The Company has not determined the effect that the
adoption of SFAS No. 160 will have on the financial results of the
Company.





In March
2008, the FASB issued FASB Statement No. 161“Disclosures about Derivative
Instruments and Hedging Activities an amendment of FASB Statement No.
133” (“SFAS No. 161”), which changes the disclosure requirements for
derivative instruments and hedging activities.  Pursuant to SFAS
No.161, Entities are required to provide enhanced disclosures about (a) how and
why an entity uses derivative instruments, (b) how derivative instruments and
related hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance, and cash
flows.  SFAS No. 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008 with early
application encouraged. SFAS No. 161 encourages but does not require disclosures
for earlier periods presented for comparative purposes at initial
adoption.  In years after initial adoption, this Statement requires
comparative disclosures only for periods subsequent to initial
adoption.  The Company does not expect the adoption of SFAS No. 161 to
have a material impact on the financial results of the Company.


11


Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying financial statements.





Critical
Accounting Policies





The
preparation of financial statements and related notes requires us to make
judgments, estimates, and assumptions that affect the reported amounts of
assets, liabilities, revenue and expenses, and related disclosure of contingent
assets and liabilities.





An
accounting policy is considered to be critical if it requires an accounting
estimate to be made based on assumptions about matters that are highly uncertain
at the time the estimate is made, and if different estimates that reasonably
could have been used, or changes in the accounting estimates that are reasonably
likely to occur periodically, could materially impact the financial
statements.





Financial
Reporting Release No. 60 requires all companies to include a discussion of
critical accounting policies or methods used in the preparation of financial
statements.  There are no critical policies or decisions that rely on
judgments that are based on assumptions about matters that are highly uncertain
at the time the estimate is made.





Seasonality





To date,
we have not noted any significant seasonal impacts.





ITEM
3 –  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





Not Applicable.





ITEM
4T. - CONTROLS AND PROCEDURES





(a)           Evaluation
of disclosure controls and procedures.





We
maintain disclosure controls and procedures (as defined in Exchange Act Rule
13a-15(e)) that are designed to assure that information required to be disclosed
in our Exchange Act reports is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission’s
rules and forms, and that such information is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required
disclosures.  As required by Exchange Act Rule 13a-15(b), as of the
end of the period covered by this report, under the supervision and with the
participation of our Chief Executive Officer and Chief Financial Officer, we
evaluated the effectiveness of our disclosure controls and procedures. Based on
this evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were effective as of that
date.





b)           Changes
in internal control over financial reporting.





There was
no change in our internal control over financial reporting during our most
recently completed fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.





PART
II — OTHER INFORMATION





Item
1. - Legal Proceedings





None.





Item
2. - Changes in Securities and Use of Proceeds





Not
applicable.


12





Item
3. - Defaults Upon Senior Securities





Not
applicable.





Item
4. - Submission of Matters to a Vote of Security Holders





Not
applicable.





Item
5. - Other Information





Not
applicable





Item
6. - Exhibits and Reports on Form 8-K





Exhibits.





31.1
                
                Section
      302 Certification Of Chief Executive and Chief Financial
      Officer32.1
                
                Certification
      of Chief Executive Officer and Chief Financial Officer Pursuant To 18
      U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The
      Sarbanes-Oxley Act Of
2002





Reports
on Form 8-K





Not
applicable


13





SIGNATURES




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





TNT
      DESIGNS, INC./s/ Anju TandonName:
            Anju TandonTitle:
            President
      and Chief ExecutiveOfficer
      and Director (Principal Executive, Financial and Accounting
      Officer)Date:
            February
      18, 2009





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