UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q


(Mark
One)





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





For the
quarterly period ended March 31, 2009





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 xNo o




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




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 companyx





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 oNo x




The
numbers of shares outstanding of each of the issuer's classes of common equity,
as of May 15, 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 o No o










TNT
DESIGNS, INC.


(A
DEVELOPMENT STAGE COMPANY)


March 31,
2009 and 2008





PageITEM
      1 – Financial InformationBalance
      Sheets as of March 31, 2009 (Unaudited) and September 30,
    2008
                
                3Statements
      of Operations for the Three Months Ended March 31, 2009 and 2008
      (Unaudited)
                
                4Statements
      of Operations for the Six Months Ended March 31, 2009 and 2008, and for
      the period from February 17, 2004 (Inception) through March 31, 2009
      (Unaudited)
                
                5Statement
      of Stockholders’ Equity (Deficit) for the period from February 17, 2004
      (Inception) through March 31, 2009 (Unaudited)
                
                6Statements
      of Cash Flows for the Six Months Ended March 31, 2009 and 2008 and the
      period from February 17, 2004 (Inception) through March 31, 2009
      (Unaudited)
                
                7Notes
      to the Financial Statements (Unaudited)
                
                8Item
      2 - Management’s Discussion and Analysis or Plan of
    Operation
                
                8Item
      3- Quantitative and Qualitative Disclosures About Market
    Risk
                
                10Item
      4T.- Controls and Procedures
                
                10PART
      II - Other Information (Items 1-6)
                
                14SIGNATURES
                
                15





2









ITEM
1 Financial Information





TNT
DESIGNS, INC.


(A
DEVELOPMENT STAGE COMPANY)


Balance
Sheets





March
      31, 2009
                  
                  
                  September
      30, 2008(Unaudited)ASSETSCURRENT
      ASSETS:Cash
                  
                  $
                  505
                  
                  
                  $
                  4,015TOTAL
      CURRENT ASSETS
                  
                  $
                  505
                  
                  
                  $
                  4,015LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIES:Accounts
      payable and accrued expenses
                  
                  $
                  39,688
                  
                  
                  $
                  16,873Due
      to stockholder/officer
                  
                  
                  70,481
                  
                  
                  
                  70,481Total
      Current Liabilities
                  
                  
                  110,169
                  
                  
                  
                  87.354STOCKHOLDERS’
      DEFICIT:Common
      stock: $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
                  
                  
                  (139,114
                  )
                  
                  
                  (112,789
                  )Total
      Stockholders’ Deficit
                  
                  
                  (109,664
                  )
                  
                  
                  (83,339
                  )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                  
                  $
                  505
                  
                  
                  $
                  4,015





See
accompanying notes to the financial statements.


3





TNT
DESIGNS, INC.


(A
DEVELOPMENT STAGE COMPANY)


Statements
of Operations


(Unaudited)




Three Months
                  Ended March 31,
                  2009
                
                
                Three Months
                  Ended March 31,
                  2008Sales
                
                $
                -
                
                
                $
                -Cost
      of sales
                
                
                -
                
                
                
                -Gross
      profit
                
                
                -
                
                
                
                -Operating
      expenses:General
      and administrative
                
                
                23,023
                
                
                
                2,881Total
      operating expenses
                
                
                23,023
                
                
                
                2,881Loss
      before income taxes
                
                
                (23,023
                )
                
                
                (2,881
                )Income
      tax provision
                
                
                -
                
                
                
                -Net
      loss
                
                $
                (23,023
                )
                
                $
                (2,881
                )Net
      loss per common share – basic and diluted
                
                $
                (0.01
                )
                
                $
                (0.00
                )Weighted
      average number of common shares outstanding – basic and
      diluted
                
                
                2,292,500
                
                
                
                2,292,500





See
accompanying notes to the financial statements.


4


TNT
DESIGNS, INC.


(A
DEVELOPMENT STAGE COMPANY)


Statements
of Operations


(Unaudited)





Six Months
                      Ended March 31,
                      2009
                    
                    
                    Six Months
                      Ended March 31,
                      2008
                    
                    
                    For the Period
                      from February 17,
                      2004 (Inception)
                      through March 31,
                      2009Sales
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    42,021Cost
      of sales
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    36,419Gross
      profit
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    5,602Operating
      expenses:General
      and administrative
                    
                    
                    26,325
                    
                    
                    
                    20,740
                    
                    
                    
                    144,716Total
      operating expenses
                    
                    
                    26,325
                    
                    
                    
                    20,740
                    
                    
                    
                    144,716Loss
      before income taxes
                    
                    
                    (26,325
                    )
                    
                    
                    (20,740
                    )
                    
                    
                    (139,114
                    )Income
      tax provision
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Net
      loss
                    
                    $
                    (26,325
                    )
                    
                    $
                    (20,740
                    )
                    
                    $
                    (139,114
                    )Net
      loss per common share – basic and diluted
                    
                    $
                    (0.01
                    )
                    
                    $
                    (0.01
                    )
                    
                    $
                    (0.06
                    )Weighted
      average number of common shares outstanding – basic and
      diluted
                    
                    
                    2,292,500
                    
                    
                    
                    2,292,500
                    
                    
                    $
                    2,254,000





See
accompanying notes to the financial statements.





5





TNT
DESIGNS, INC.


(A
DEVELOPMENT STAGE COMPANY)


Statement
of Stockholders’ Equity (Deficit)


For the
Period from February 17, 2004 (Inception) through March 31, 2009


(Unaudited)





Common
                                          Shares
                                        
                                        
                                        Amount
                                        
                                        
                                        Additional
                                          Paid-in
                                          Capital
                                        
                                        
                                        Deficit
                                          Accumulated
                                          During the
                                          Development
                                          Stage
                                        
                                        
                                        Total
                                          Stockholders’
                                          Equity
                                          (Deficit)Sale
      of common stock to officer, February 17, 2004  (Inception), at
      $0.0001 per share
                                        
                                        
                                        2,000,000
                                        
                                        
                                        $
                                        200
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        200Sale
      of common stock under private
                                          placement
      at $.10 per share, March to
                                          May
      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 per
                                          share,
      December 2004
                                        
                                        
                                        100,000
                                        
                                        
                                        
                                        10
                                        
                                        
                                        
                                        9,990
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        10,000Sale
      of common stock under private
                                          placement
      at $.10 per share, March
                                          2005
                                        
                                        
                                        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
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        (26,325
                                        )
                                        
                                        
                                        (26,325
                                        )Balance,
      March 31, 2009
                                        
                                        
                                        2,292,500
                                        
                                        
                                        $
                                        229
                                        
                                        
                                        $
                                        29,221
                                        
                                        
                                        $
                                        (139,114
                                        )
                                        
                                        $
                                        (109,664
                                        )





See
accompanying notes to the financial statements.


6





TNT
DESIGNS, INC.


(A
DEVELOPMENT STAGE COMPANY)


Statements
of Cash Flows


(Unaudited)





For Six
                                  Months Ended
                                  March 31, 2009
                                
                                
                                For Six
                                  Months Ended
                                  March 31, 2008
                                
                                
                                For the Period
                                  from February 17,
                                  2004 (inception)
                                  through March 31,
                                  2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                
                                $
                                (26,325
                                )
                                
                                $
                                (20,740
                                )
                                
                                $
                                (139,114
                                )Adjustments
      to reconcile net loss to 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
                                
                                
                                22,815
                                
                                
                                
                                5,332
                                
                                
                                
                                39,688Cash
      Provided by (Used in) Operating Activities
                                
                                
                                (3,510
                                )
                                
                                
                                6,396
                                
                                
                                
                                (89,426
                                )CASH
      FLOWS FROM FINANCING ACTIVITIES:Sale
      of common stock
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                19,450Increase
      in due to stockholder/officer
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                70,481Cash
      Provided By Financing Activities
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                89,931NET
      CHANGE IN CASH
                                
                                
                                (3,510
                                )
                                
                                
                                6,396
                                
                                
                                
                                505CASH
      AT BEGINNING OF PERIOD
                                
                                
                                4,015
                                
                                
                                
                                845
                                
                                
                                
                                -CASH
      AT END OF PERIOD
                                
                                $
                                505
                                
                                
                                $
                                7,241
                                
                                
                                $
                                505





See
accompanying notes to the financial statements.


7


TNT
DESIGNS, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 FOR THE
PERIOD FROM FEBRUARY 17, 2004 (INCEPTION) THROUGH MARCH 31, 2009
 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 March
31, 2009 and 2008 and for the period February 17, 2004 (Inception) through March
31, 2009 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.
 
 Fiscal year
end
 
 The
Company has elected a fiscal year ending on September 30.
 
 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.
  8
 
 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.
 
 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
March 31, 2009 or 2008.
 
 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 May
2008, the FASB issued Statement of Financial Accounting Standard No. 162 “The
Hierarchy of Generally Accepted Accounting Principles” (“SFAS
162”).  The purpose of this standard is to provide a consistent
framework for determining what accounting principles should be used when
preparing U.S. GAAP financial statements.  SFAS 162 categorizes
accounting pronouncements in a descending order of authority.  In the
instance of potentially conflicting accounting principles, the standard in the
highest category must be used.  This statement will be effective 60
days after the SEC approves the Public Company Accounting and Oversight Board’s
related amendments.  The Company believes that SFAS 162 will have
no impact on their existing accounting methods.
 
 In
April 2009, the Financial Accounting Standards Board (FASB) issued FASB
Staff Position (FSP) Financial Accounting Standard (FAS) 157-4 “Determining Fair
Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly”.
Based on the guidance, if an entity determines that the level of activity for an
asset or liability has significantly decreased and that a transaction is not
orderly, further analysis of transactions or quoted prices is needed, and a
significant adjustment to the transaction or quoted prices may be necessary to
estimate fair value in accordance with Statement of Financial Accounting
Standards (SFAS) No. 157 “Fair Value Measurements”. This FSP is to be
applied prospectively and is effective for interim and annual periods ending
after June 15, 2009 with early adoption permitted for periods ending after
March 15, 2009. The company will adopt this FSP for its quarter ending
June 30, 2009. There is no expected impact on the financial
statements.
  9
 
 In
April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board
(APB) 28-1 “Interim Disclosures about Fair Value of Financial Instruments”. The
FSP amends SFAS No. 107 “Disclosures about Fair Value of Financial
Instruments” to require an entity to provide disclosures about fair value of
financial instruments in interim financial information. This FSP is to be
applied prospectively and is effective for interim and annual periods ending
after June 15, 2009 with early adoption permitted for periods ending after
March 15, 2009. The company will include the required disclosures in its
quarter ending June 30, 2009.
 
 In
April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful
Life of Intangible Assets”. The FSP states that in developing assumptions about
renewal or extension options used to determine the useful life of an intangible
asset, an entity needs to consider its own historical experience adjusted for
entity-specific factors. In the absence of that experience, an entity shall
consider the assumptions that market participants would use about renewal or
extension options. This FSP is to be applied to intangible assets acquired after
January 1, 2009. The adoption of this FSP did not have an impact on the
financial statements.
  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.
 
 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 $139,114 and a
net loss of $26,325 for the six months ended March 31, 2009. These conditions
raise substantial doubt about its ability to continue as a going
concern.
 
 While the
Company is attempting to generate sufficient sales, the Company’s cash position
may not be sufficient to support the Company’s daily operations.  
Management intends to raise additional funds by way of a public or private
offering.  Management believes that the actions presently being taken
to further implement its business plan and generate sufficient revenues provide
the opportunity for the Company to continue as a going concern.  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.
 
 NOTE
      4 -
              CONTINGENCY
 
 In March
2009, Raich Ende Malter & Co. LLP, prior auditors of the Company, commenced
an action against the Company alleging unpaid accounting services provided to
the Company in the amount of $15,000. The Company disputes the allegations
and intends to vigorously defend the action.
  10
 
 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.
 
 TNT's
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 raise 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 March
31, 2009, TNT’s cash position was approximately $500. 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”.
  11
 
 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 March 31, 2009, 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 March 31, 2009, 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.
  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 May
2008, the FASB issued Statement of Financial Accounting Standard No. 162 “The
Hierarchy of Generally Accepted Accounting Principles” (“SFAS
162”).  The purpose of this standard is to provide a consistent
framework for determining what accounting principles should be used when
preparing U.S. GAAP financial statements.  SFAS 162 categorizes
accounting pronouncements in a descending order of authority.  In the
instance of potentially conflicting accounting principles, the standard in the
highest category must be used.  This statement will be effective 60
days after the SEC approves the Public Company Accounting and Oversight Board’s
related amendments.  The Company believes that SFAS 162 will have
no impact on their existing accounting methods.
  12
 
 In
April 2009, the Financial Accounting Standards Board (FASB) issued FASB
Staff Position (FSP) Financial Accounting Standard (FAS) 157-4 “Determining Fair
Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly”.
Based on the guidance, if an entity determines that the level of activity for an
asset or liability has significantly decreased and that a transaction is not
orderly, further analysis of transactions or quoted prices is needed, and a
significant adjustment to the transaction or quoted prices may be necessary to
estimate fair value in accordance with Statement of Financial Accounting
Standards (SFAS) No. 157 “Fair Value Measurements”. This FSP is to be
applied prospectively and is effective for interim and annual periods ending
after June 15, 2009 with early adoption permitted for periods ending after
March 15, 2009. The company will adopt this FSP for its quarter ending
June 30, 2009. There is no expected impact on the financial
statements.
 
 In
April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board
(APB) 28-1 “Interim Disclosures about Fair Value of Financial Instruments”. The
FSP amends SFAS No. 107 “Disclosures about Fair Value of Financial
Instruments” to require an entity to provide disclosures about fair value of
financial instruments in interim financial information. This FSP is to be
applied prospectively and is effective for interim and annual periods ending
after June 15, 2009 with early adoption permitted for periods ending after
March 15, 2009. The company will include the required disclosures in its
quarter ending June 30, 2009.
 
 In
April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful
Life of Intangible Assets”. The FSP states that in developing assumptions about
renewal or extension options used to determine the useful life of an intangible
asset, an entity needs to consider its own historical experience adjusted for
entity-specific factors. In the absence of that experience, an entity shall
consider the assumptions that market participants would use about renewal or
extension options. This FSP is to be applied to intangible assets acquired after
January 1, 2009. The adoption of this FSP did not have an impact on the
financial statements.
 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 consolidated financial statements.
  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.
  13
  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
 
 In March
2009, Raich Ende Malter & Co. LLP, prior auditors of the Company, commenced
an action against the Company alleging unpaid accounting services provided to
the Company in the amount of $15,000.   The Company disputes the
allegations and intends to vigorously defend the action.
 
 Item
2. - Changes in Securities and Use of Proceeds
 
 Not
applicable.
 
 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
  14
  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:
                    May
      15, 2009
  15