UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(Mark
      One)[X]
                    QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended: March 31,
      2009Or[   ]
                    TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from ____________ to
_____________Commission
      File Number: 333-153826FASHION
      NET, INC.(Exact
      name of registrant as specified in its charter)Nevada
                    26-0685980(State
      or other jurisdiction of incorporation or organization)
                    (I.R.S.
      Employer Identification No.)11088 Arcadia Sunrise Drive, Henderson,
      Nevada
                    89052(Address
      of principal executive offices)
                    (Zip
      Code)(702) 524-1091(Registrant's
      telephone number, including area code)(Former
      name, former address and former fiscal year, if changed since last
      report)


Indicate
by check mark whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [X]





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





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





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)


Yes
[X]   No [   ]





Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:





Common
      Stock, $0.001 par value
              10,170,000
      shares(Class)
              (Outstanding
      as at May 14, 2009)









FASHION
NET, INC.








Table
of Contents








PagePART I – FINANCIAL INFORMATION
              3Unaudited Financial Statements
              3Condensed Balance Sheets
              4Condensed Statements of Operations
              5Condensed Statements of Cash Flows
              6Notes to Condensed Financial Statements
              7Management's Discussion and Analysis and Results of
      Operation
              9Controls and Procedures
              12PART II – OTHER INFORMATION
              13Unregistered Sales of Equity Securities
              13Exhibits and Reports on Form 8-K
              13SIGNATURES
              14
































2


PART I – FINANCIAL INFORMATION





Unaudited Financial Statements





The
accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial reporting
and pursuant to the rules and regulations of the Securities and Exchange
Commission ("Commission").  While these statements reflect all normal
recurring adjustments which are, in the opinion of management, necessary for
fair presentation of the results of the interim period, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements.  For further information,
refer to the financial statements and footnotes thereto, which are included in
the Company's annual report on Form 10-K, originally filed with the Commission
on April 15, 2009.















































3


Fashion
Net, Inc.


(a
Development Stage Company)


Condensed Balance Sheets








March
      31,
                  
                  
                  December
      31,2009
                  
                  
                  2008AssetsCurrent
      assets:Cash
                  
                  $
                  2,354
                  
                  
                  $
                  2,854$
                  2,354
                  
                  
                  $
                  2,854Liabilities
      and Stockholders’ EquityCurrent
      liabilities:Accounts
      payable and accruals
                  
                  $
                  449
                  
                  
                  $
                  449Total
      current liabilities
                  
                  
                  449
                  
                  
                  
                  449Stockholders’
      equityCommon
      stock, $0.001 par value, 75,000,000 sharesauthorized,
      10,170,000 shares issued and outstanding
                  
                  
                  10,170
                  
                  
                  
                  10,170Additional
      paid-in capital
                  
                  
                  13,209
                  
                  
                  
                  13,209(Deficit)
      accumulated during development stage
                  
                  
                  (21,474
                  )
                  
                  
                  (20,974
                  )1,905
                  
                  
                  
                  2,405$
                  2,354
                  
                  
                  $
                  2,854











The
accompanying notes are an integral part of these financial
statements.








4


Fashion
Net, Inc.


(a
Development Stage Company)


Condensed Statements of Operations








For
      the three months ended
                  
                  
                  August
      7, 2007March
      31,
                  
                  
                  (Inception)
      to2009
                  
                  
                  2008
                  
                  
                  March
      31, 2009Revenue
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Expenses:Executive
      compensation
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  10,000General
      and administrative expenses
                  
                  
                  500
                  
                  
                  
                  632
                  
                  
                  
                  11,474Total
      expenses
                  
                  
                  500
                  
                  
                  
                  632
                  
                  
                  
                  21,474(Loss)
      before provision for income taxes
                  
                  
                  (500
                  )
                  
                  
                  (632
                  )
                  
                  
                  (21,474
                  )Provision
      for income taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      (loss)
                  
                  $
                  (500
                  )
                  
                  $
                  (632
                  )
                  
                  $
                  (21,474
                  )Weighted
      average number ofcommon
      shares outstanding – basic and fully diluted
                  
                  
                  10,170,000
                  
                  
                  
                  10,000,000Net
      (loss) per share – basic and fully diluted
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )











The
accompanying notes are an integral part of these financial
statements.








5


Fashion
Net, Inc.


(a
Development Stage Company)


Condensed Statements of Cash Flows








For
      the three months ended
                    
                    
                    August
      7, 2007March
      31,
                    
                    
                    (Inception)
      to2009
                    
                    
                    2008
                    
                    
                    March
      31, 2009Cash
      flows from operating activitiesNet
      (loss)
                    
                    $
                    (500
                    )
                    
                    $
                    (632
                    )
                    
                    $
                    (21,474
                    )Adjustments
      to reconcile net (loss) toNet
      cash (used) by operating activities:Shares
      issued for executive compensation
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    10,000Changes
      in operating assets and liabilities:Increase
      in accounts payable
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    449Net
      cash (used) by operating activities
                    
                    
                    (500
                    )
                    
                    
                    (632
                    )
                    
                    
                    (11,025
                    )Cash
      flows from financing activitiesDonated
      capital
                    
                    
                    -
                    
                    
                    
                    760
                    
                    
                    
                    4,879Issuances
      of common stock
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    8,500Net
      cash provided by financing activities
                    
                    
                    -
                    
                    
                    
                    760
                    
                    
                    
                    13,379Net
      increase (decrease) in cash
                    
                    
                    (500
                    )
                    
                    
                    128
                    
                    
                    
                    2,354Cash
      – beginning
                    
                    
                    2,854
                    
                    
                    
                    200
                    
                    
                    
                    -Cash
      – ending
                    
                    $
                    2,354
                    
                    
                    $
                    328
                    
                    
                    $
                    2,354Non-cash
      transactions:Shares
      issued for executive compensation
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    10,000Number
      of shares issued for executive compensation
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    10,000,000











The
accompanying notes are an integral part of these financial
statements.





6


Fashion
Net, Inc.


(a
Development Stage Company)


Notes to Condensed Financial Statements





Note
1 – Basis of presentation





The
interim financial statements included herein, presented in accordance with
United States generally accepted accounting principles and stated in US dollars,
have been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC).  Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.





These
statements reflect all adjustments, consisting of normal recurring adjustments,
which, in the opinion of management, are necessary for fair presentation of the
information contained therein.  It is suggested that these
consolidated interim financial statements be read in conjunction with the
audited financial statements of the Company for the period ended December 31,
2008 and notes thereto included in the Company's annual report on Form
10-K.  The Company follows the same accounting policies in the
preparation of interim reports.





Results
of operations for the interim periods are not indicative of annual
results.





Note
2 – History and organization of the company





The
Company was organized August 7, 2007 (Date of Inception) under the laws of the
State of Nevada, as Fashion Net, Inc.  The Company is authorized to
issue up to 75,000,000 shares of its common stock with a par value of $0.001 per
share.





The
business of the Company is to serve as a fashion marketing / consulting company
for specialty apparel goods for trendy consumers by introducing rapidly changing
market trends and reforming the business process and the supply process by
reconstructing the method of merchandising through an online
boutique.  The Company has limited operations and in accordance with
Statement of Financial Accounting Standards No. 7 (SFAS #7), “Accounting and
Reporting by Development Stage Enterprises,” the Company is considered a
development stage company.





Note
3 - Going concern





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  As shown in the accompanying financial
statements, the Company has incurred a net loss of ($21,474) and had no sales
for the period from August 7, 2007 (inception) to March 31, 2009.  The
future of the Company is dependent upon its ability to obtain financing and upon
future profitable operations from the development of its new business
opportunities.  In the event additional capital is required, the
President of the Company has agreed to provide funds as a loan over the next
twelve-month period, as may be required.  However, the Company is
dependent upon its ability, and will continue to attempt, to secure equity
and/or debt financing.  There are no assurances that the Company will
be successful and without sufficient financing it would be unlikely for the
Company to continue as a going concern.





The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.





These
conditions raise substantial doubt about the Company's ability to continue as a
going concern.  These financial statements do not include any
adjustments that might arise from this uncertainty.








7


Fashion
Net, Inc.


(a
Development Stage Company)


Notes
to Condensed Financial Statements





Note
4 – Stockholders’ equity





The
Company is authorized to issue 75,000,000 shares of its $0.001 par value common
stock.





On August
7, 2007 the Company issued 10,000,000 shares of its $0.001 par value common
stock as founders’ shares to an officer and director in exchange for services
rendered valued at $10,000.





On August
13, 2007, an officer and director of the Company donated cash in the amount of
$200.  The entire amount was donated, is not expected to be repaid and
is considered to be additional paid-in capital.





On
September 13, 2007, an officer and director of the Company donated cash in the
amount of $2,500.  The entire amount was donated, is not expected to
be repaid and is considered to be additional paid-in capital.





On
October 19, 2007, an officer and director of the Company donated cash in the
amount of $120.  The entire amount was donated, is not expected to be
repaid and is considered to be additional paid-in capital.





On
November 9, 2007, an officer and director of the Company donated cash in the
amount of $299.  The entire amount was donated, is not expected to be
repaid and is considered to be additional paid-in capital.





On
February 22, 2008, an officer and director of the Company donated cash in the
amount of $600.  The entire amount was donated, is not expected to be
repaid and is considered to be additional paid-in capital.





On March
7, 2008, an officer and director of the Company donated cash in the amount of
$160.  The entire amount was donated, is not expected to be repaid and
is considered to be additional paid-in capital.





On April
16, 2008, an officer and director of the Company donated cash in the amount of
$1,000.  The entire amount was donated, is not expected to be repaid
and is considered to be additional paid-in capital.





On April
17, 2008, the Company issued an aggregate of 170,000 shares of its $0.001 par
value common stock for total cash of $8,500 in a private placement pursuant to
Regulation D, Rule 505, of the Securities Act of 1933, as amended.





As of
March 31, 2009, there have been no other issuances of common stock.





Note
5 – Warrants and options





As of
March 31, 2009, there were no warrants or options outstanding to acquire any
additional shares of common stock.





Note
6 – Related party transactions





The
Company issued 10,000,000 shares of its par value common stock as founders’
shares to an officer and director in exchange for services rendered in the
amount of $10,000.





Since the
inception of the Company through March 31, 2009, a shareholder, officer and
director of the Company donated cash to the Company in the amount of
$4,879.  This amount has been donated to the Company, is not expected
to be repaid and is considered additional paid-in capital.





The
Company does not lease or rent any property.  Office services are
provided without charge by an officer and director of the
Company.  Such costs are immaterial to the financial statements and,
accordingly, have not been reflected therein.  The officers and
directors of the Company are involved in other business activities and may, in
the future, become involved in other business opportunities.  If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business
interests.  The Company has not formulated a policy for the resolution
of such conflicts.














8


Management's Discussion and Analysis and Results of
Operation





Forward-Looking
Statements





This
Quarterly Report contains forward-looking statements about the Company’s
business, financial condition and prospects that reflect management’s
assumptions and beliefs based on information currently available.  We can
give no assurance that the expectations indicated by such forward-looking
statements will be realized.  If any of our management’s assumptions should
prove incorrect, or if any of the risks and uncertainties underlying such
expectations should materialize, the Company’s actual results may differ
materially from those indicated by the forward-looking statements.





The key
factors that are not within our control and that may have a direct bearing on
operating results include, but are not limited to, acceptance of our services,
our ability to expand our customer base, managements’ ability to raise capital
in the future, the retention of key employees and changes in the regulation of
our industry.





There may
be other risks and circumstances that management may be unable to predict.
 When used in this Quarterly Report, words such as,  "believes,"  "expects," "intends,"
 "plans,"
 "anticipates,"
 "estimates"and
similar expressions are intended to identify forward-looking statements,
although there may be certain forward-looking statements not accompanied by such
expressions.





Management’s
Discussion and Analysis and Results of Operation





Fashion
Net, Inc. was incorporated in Nevada on August 7, 2007.  We are an
early stage company and have not yet realized any revenues since our
formation.  Our singular goal is to establish ourselves as a marketing
consulting company for fashion designers, manufacturers and retailers, utilizing
the Internet as a virtual fashion show.  Our efforts have focused
primarily on the development and implementation of our business
plan.  To that end, we spent a total of $500 during the three month
period ended March 31, 2009, consisting solely of general and administrative
expenses.  General and administrative expenses mainly consist of
office expenditures and consulting, accounting and legal fees.  In the
comparable three month period ended March 31, 2008, total expenses were $632,
consisting of general and administrative expenses.  Since our
inception, aggregate expenses were $21,474, consisting of $10,000 in executive
compensation paid to Ms. Evelyn Meadows, our sole officer and director, in the
form of 10,000,000 shares of common stock issued for services rendered and
$11,474 in general and administrative expenses.  No development
related expenses have been or will be paid to any of our
affiliates.  We expect to continue to incur general and administrative
expenses for the foreseeable future, although we cannot estimate the extent of
these costs.  We have no customers or any guaranteed revenues
streams.





Due to
our lack of revenues, in the three month period ended March 31, 2009, our net
loss totaled $500, compared to a net loss of $632 in the three month period
ended March 31, 2008.  Since our inception, we have accumulated net
losses in the amount of $21,474.  We are unable to predict if and when
we will begin to generate revenues or stem our losses.  We anticipate
incurring ongoing operating losses for the foreseeable future and cannot predict
when, if at all, we may expect these losses to plateau or
narrow.  There is significant uncertainty projecting future
profitability due to our relatively short operating period, our history of
losses and lack of revenues.





To date,
we had limited operations and minimal funds with which to finance our
operations.  In consideration of this dilemma, we sought investment
from third-parties.  As a result, since our incorporation, we have
raised capital through the following means:





1.
            In
      August 2007, we issued 10,000,000 shares of our common stock to Evelyn
      Meadows, our sole officer and director, in exchange for services performed
      valued at $10,000.





2.
            In
      April 2008, we sold 170,000 shares of our common stock to twenty-eight
      non-affiliated purchasers for cash in the amount of $8,500, in an offering
      made under Regulation D, Rule 505, of the Securities Act of 1933, as
      amended.





3.
            Through
      March 31, 2009, Ms. Meadows has contributed cash in the amount of $4,879
      to us for operating capital.  The funds were donated and are not
      expected to be repaid.





9


We
believe that our cash on hand as of March 31, 2009 in the amount of $2,354 is
not sufficient to maintain our current level of operations for at least the next
12 months.  We cannot guarantee that we will be able to satisfy any or
all of our financial obligations.  Our ability to fund our operating
expenses are in doubt, and we cannot guarantee that we will be able to satisfy
such.  As a result, our independent auditors have expressed
substantial doubt about our ability to continue as a going concern in the
independent auditors’ report to the financial statements included in this
registration statement.  If our business fails, our investors may face
a complete loss of their investment.





Generating
sales is important to support our planned ongoing
operations.  However, we cannot guarantee that we will generate any
sales.  If we do not generate sufficient revenues and cash flows to
support our operations over the next 12 months, we will be required to raise
additional capital by issuing capital stock or debt securities in exchange for
cash in order to continue as a going concern.  We are currently
contemplating requesting further operating capital from our sole officer and
director or seeking debt financing from third-party sources, neither of which we
can be assured of obtaining.  We can not assure you that any financing
can be obtained or, if obtained, that it will be on reasonable
terms.





In order
for us to achieve profitability and support our planned ongoing operations, we
believe that we must generate a minimum of approximately $15,000 in sales per
year.  However, we cannot guarantee that we will generate any sales,
let alone achieve that target.  In order to commence our planned
principal operations and begin to generate revenues, we must establish our
Internet presence and develop and initiate a marketing and advertising
campaign.





Our
management does not anticipate the need to hire additional full- or part- time
employees over the next 12 months, as the services provided by our current
officers and directors appear sufficient at this time.  Our officers
and directors work for us on a part-time basis, and are prepared to devote
additional time, as necessary.  We do not expect to hire any
additional employees over the next 12 months.





Our
management does not expect to incur research and development costs.





We do not
have any off-balance sheet arrangements.





We
currently do not own any significant plant or equipment that we would seek to
sell in the near future.





We have
not paid for expenses on behalf of our directors.  Additionally, we
believe that this fact shall not materially change.





We
currently do not have any material contracts and or affiliations with third
parties.




















10


Controls and Procedures





Management’s
Report On Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company’s principal executive and principal financial
officers and effected by the company’s board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures
that:





1.
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      company;





2.
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with accounting
      principles generally accepted in the United States of America and that
      receipts and expenditures of the company are being made only in accordance
      with authorizations of management and directors of the company;
      and





3.
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the company’s assets that
      could have a material effect on the financial
  statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.  All internal control
systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.  Because of the inherent limitations of
internal control, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process.  Therefore, it is possible to design into
the process safeguards to reduce, though not eliminate, this risk.





As of
March 31, 2009, management assessed the effectiveness of our internal control
over financial reporting based on the criteria for effective internal control
over financial reporting established in Internal Control--Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO") and SEC guidance on conducting such assessments.  Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described
below.  This was due to deficiencies that existed in the design or
operation of our internal controls over financial reporting that adversely
affected our internal controls and that may be considered to be material
weaknesses.





The
matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were:





1.
            Lack
      of a functioning audit committee due to a lack of a majority of
      independent members and a lack of a majority of outside directors on our
      board of directors, resulting in ineffective oversight in the
      establishment and monitoring of required internal controls and
      procedures;





2.
            Inadequate
      segregation of duties consistent with control objectives;
    and





3.
            Ineffective
      controls over period end financial disclosure and reporting
      processes.





The
aforementioned material weaknesses were identified by our Chief Executive
Officer in connection with the review of our financial statements as of March
31, 2009.






11


Management
believes that the material weaknesses set forth in items (2) and (3) above did
not have an effect on our financial results.  However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.





Management’s
Remediation Initiatives





In an
effort to remediate the identified material weaknesses and other deficiencies
and enhance our internal controls, we have initiated, or plan to initiate, the
following series of measures:





We will
create a position to segregate duties consistent with control objectives and
will increase our personnel resources and technical accounting expertise within
the accounting function when funds are available to us.  And, we plan
to appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.





Management
believes that the appointment of one or more outside directors, who shall be
appointed to a fully functioning audit committee, will remedy the lack of a
functioning audit committee and a lack of a majority of outside directors on our
Board.





We
anticipate that these initiatives will be at least partially, if not fully,
implemented by December 31, 2009.  Additionally, we plan to test our
updated controls and remediate our deficiencies by December 31,
2009.





Changes
in internal controls over financial reporting





There was
no change in our internal controls over financial reporting that occurred during
the period covered by this report, which has materially affected, or is
reasonably likely to materially affect, our internal controls over financial
reporting.




















12


PART II – OTHER INFORMATION





Unregistered Sales of Equity Securities





In August
2007, we issued 10,000,000 shares of our common stock to Evelyn Meadows, our
founding shareholder and our sole officer and director.  This sale of
stock did not involve any public offering, general advertising or
solicitation.  The shares were issued in exchange for services
performed by the founding shareholder on our behalf in the amount of
$10,000.  Ms. Meadows received compensation in the form of common
stock for performing services related to the formation and organization of our
Company, including, but not limited to, designing and implementing a business
plan and providing administrative office space for use by us; thus, these shares
are considered to have been provided as founder’s
shares.  Additionally, the services are considered to have been
donated, and have resultantly been expensed and recorded as a contribution to
capital.  At the time of the issuance, Ms. Meadows had fair access to
and was in possession of all available material information about our company,
as she is the sole officer and director of Fashion Net, Inc.  The
shares bear a restrictive transfer legend.  On the basis of these
facts, we claim that the issuance of stock to our founding shareholder qualifies
for the exemption from registration contained in Section 4(2) of the Securities
Act of 1933.





In April
2008, we sold 170,000 shares of our common stock to 28 non-affiliated
shareholders.  The shares were issued at a price of $0.05 per share
for total cash in the amount of $8,500.  The shares bear a restrictive
transfer legend.  This April 2008 transaction (a) involved no general
solicitation, (b) involved less than thirty-five non-accredited purchasers and
(c) relied on a detailed disclosure document to communicate to the investors all
material facts about Fashion Net, Inc., including an audited balance sheet,
statements of income, changes in stockholders’ equity and cash
flows.  Each purchaser was given the opportunity to ask questions of
us.  Thus, we believe that the offering was exempt from registration
under Regulation D, Rule 505 of the Securities Act of 1933, as
amended.





Exhibits and Reports on Form 8-K





Exhibit
      Number
            Name
      and/or Identification of Exhibit3
            Articles
      of Incorporation & By-Laws(a)
      Articles of Incorporation *(b)
      By-Laws *31
            Rule
      13a-14(a)/15d-14(a) Certifications32
            Certification
      under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section
      1350)*  Incorporated
      by reference herein filed as exhibits to the Company’s Registration
      Statement on Form S-1 previously filed with the SEC on October 3,
      2008.














13


SIGNATURES





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





FASHION
      NET, INC.(Registrant)Signature
              Title
              Date/s/
      Evelyn Meadows
              President,
      CEO and Director
              May
      14, 2009Evelyn
      Meadows/s/
      Evelyn Meadows
              Chief
      Financial Officer
              May
      14, 2009Evelyn
      Meadows/s/
      Evelyn Meadows
              Chief
      Accounting Officer
              May
      14, 2009Evelyn
      Meadows










































14