UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.  20549





Form 10-Q





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





For the quarterly period ended September 30, 2009





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





Commission file number 333-149446





MUSICIAN’S EXCHANGE


(Exact name of registrant as specified in its charter)





Nevada

26-1929199(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)





1140 Lilac Charm Ave., Las Vegas, NV

89183(Address of principal executive offices)

(Zip Code)





(702) 400-4863


(Registrant’s telephone number, including area code)





Copies of Communications to:


Stoecklein Law Group


Emerald Plaza


402 West Broadway


Suite 690


San Diego, CA 92101


(619) 704-1310


Fax (619) 704-0556





Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes x    No  ̈





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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  ̈   No  ̈





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Ruble 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  ̈





The number of shares of Common Stock, $0.001 par value, outstanding on November 11, 2009, was 850,000 shares.





1


PART I – FINANCIAL INFORMATION





Item 1. Financial Statements.





MUSICIAN'S EXCHANGE(A DEVELOPMENT STAGE COMPANY)CONDENSED BALANCE SHEETSSeptember 30,


December 31,2009


2008(unaudited)


(audited)ASSETSCurrent assets:Cash

$
68


$
840Restricted cash


5,000



-Accounts receivable - related party


280



-Inventory


1,185



1,315Total current assets


6,533



2,155Total assets

$
6,533


$
2,155LIABILITIES AND STOCKHOLDERS' DEFICITCurrent liabilities:Accounts payable


12,000



4,000Accounts payable - related party


32,173



11,527Advances due to related party


1,055



1,118Total current liabilities


45,228



16,645Total liabilities


45,228



16,645Stockholders' deficit:Preferred stock, $0.001 par value, 10,000,000 sharesauthorized, no shares issued and outstandingas of September 30, 2009 and December 31, 2008


-



-Common stock, $0.001 par value, 100,000,000 sharesauthorized, 850,000 and 850,000 shares issued and outstandingas of September 30, 2009 and December 31, 2008, respectively


850



850Additional paid-in capital


16,650



16,650Stock payable


5,000



-Deficit accumulated during development stage


(61,195
)


(31,990
)Total stockholders' deficit


(38,695
)


(14,490
)Total liabilities and stockholders' deficit

$
6,533


$
2,155








See Accompanying Notes to Financial Statements.


2





MUSICIAN'S EXCHANGE(A DEVELOPMENT STAGE COMPANY)CONDENSED STATEMENTS OF OPERATIONS(UNAUDITED)For the


For the


For the


Inception


Inceptionthree months


three months


nine months


(February 4,


(February 4,ended


ended


ended


2008) to


2008) toSeptember 30,


September 30,


September 30,


September 30,


September 30,2009


2008


2009


2008


2009Revenue

$
515


$
1,520


$
2,473


$
1,520


$
5,067Revenue - related party


280



-



280



-



280Total revenue


795



1,520



2,753



1,520



5,347Cost of goods sold


800



1,340



2,553



1,340



4,933Gross profit (loss)


(5
)


180



200



180



414Operating expenses:General and administrative


198



81



759



371



1,136Executive compensation


-



-



-



2,800



2,800Professional fees


2,000



2,000



8,000



5,500



15,500Professional fees - related party


5,623



7,702



20,646



17,702



42,173Total operating expenses


7,821



9,783



29,405



26,373



61,609Loss before provision for income taxes


(7,826
)


(9,603
)


(29,205
)


(26,193
)


(61,195
)Provision for income taxes


-



-



-



-



-Net loss

$
(7,826
)

$
(9,603
)

$
(29,205
)

$
(26,193
)

$
(61,195
)Weighted average number of common shares


850,000



850,000



850,000



843,333outstanding - basicNet (loss) per share - basic

$
(0.01
)

$
(0.01
)

$
(0.03
)

$
(0.03
)








See Accompanying Notes to Financial Statements.








3


MUSICIAN'S EXCHANGE(A DEVELOPMENT STAGE COMPANY)CONDENSED STATEMENTS OF CASH FLOWS(UNAUDITED)For the


Inception


Inceptionnine months


(February 4,


(February 4,ended


2008) to


2008) toSeptember 30,


September 30,


September 30,2009


2008


2009CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(29,205
)

$
(26,193
)

$
(61,195
)Adjustments to reconcile net lossto net cash used in operating activities:Shares issued for services


-



10,000



10,000Changes in operating assets and liabilities:(Increase) in restricted cash


(5,000
)


-



(5,000
)(Increase) in account receivable - related party


(280
)


-



(280
)(Increase) decrease in inventory


130



(1,003
)


(1,185
)Increase in accounts payable


8,000



2,000



12,000Increase in accounts payable - related party


20,646



7,702



32,173Net cash used in operating activities


(5,709
)


(7,494
)


(13,487
)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from sale of common stock, net of offering costs


5,000



7,500



12,500Proceeds from advances due to  related party


337



1,500



1,892Payments to –advances due to related party


(400
)


(437
)


(837
)Net cash provided by financing activities


4,937



8,563



13,555NET CHANGE IN CASH


(772
)


1,069



68CASH AT BEGINNING OF YEAR


840



-



-CASH AT END OF YEAR

$
68


$
1,069


$
68SUPPLEMENTAL INFORMATION:Interest paid

$
-


$
-


$
-Income taxes paid

$
-


$
-


$
-Non-cash activities:Number of shares issued for services


-



100,000



100,000








See Accompanying Notes to Financial Statements.





4
 MUSICIAN’S EXCHANGE
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS


Note 1 – Basis of Presentation





The condensed 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. 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 condensed interim financial statements be read in conjunction with the financial statements of the Company for the
period Inception (February 4, 2008) to December 31, 2008 and notes thereto included in the Company’s 10-K filed on  March 31, 2009. The Company follows the same accounting policies in the preparation of interim reports.





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





Note 2 – Going Concern





The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, the Company has not commenced its planned principal operations and it has not
generated significant revenues.  As shown on the accompanying financial statements, the Company has incurred a net loss of $61,195 for the period from February 4, 2008 (inception) to September 30, 2009.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.





The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its business opportunities.





In order to obtain the necessary capital, the Company will seek equity and/or debt financing.  If the financing does not provide sufficient capital, shareholders of the Company have agreed to provide sufficient funds as a loan over the next twelve-month period.  However, the Company is dependent upon its ability to secure
equity and/or debt financing and there are no assurances that the Company will be successful.  Without sufficient financing, it is unlikely for the Company to continue as a going concern.  These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.


5
 MUSICIAN’S EXCHANGE
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS


Note 3 – Summary of Significant Accounting Policies





Use of Estimates





The preparation of financial statements in conformity with generally accepted accounting principles 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 and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ significantly from those estimates.





Cash and Cash Equivalents





For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.





Earnings per share





The Company follows Statement of Financial Accounting Standards No. 128. “Earnings Per Share” (“SFAS No. 128”). Basic earning per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earning
per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.





Recent Accounting Pronouncements





In September 2009, the FASB Emerging Issues Task Force, or EITF, reached a consensus on ASC Update 2009-13 (Topic 605), Multiple-Deliverable Revenue Arrangements,or ASC Update 2009-13. ASC Update 2009-13 applies to multiple-deliverable
revenue arrangements that are currently within the scope of ASC 605-25. ASC Update 2009-13 provides principles and application guidance on whether multiple deliverables exist and how the arrangement should be separated and the consideration allocated. ASC Update 2009-13 requires an entity to allocate revenue in an arrangement using estimated selling prices of deliverables, if a vendor does not have vendor-specific objective evidence or third-party evidence of selling price. The update eliminates the use of the
residual method and requires an entity to allocate revenue using the relative selling price method and also significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. ASC Update 2009-13 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. As a result, ASC Update 2009-13 will be effective for the Company no later than the first quarter
of fiscal 2011. The adoption of ASC Update 2009-13 will not have a material impact on the Company’s financial position or results of operations for future collaborations arrangements.


6
 MUSICIAN’S EXCHANGE
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS


Note 3 – Summary of Significant Accounting Policies (continued)





Recent Accounting Pronouncements (continued)





In June 2009, the FASB issued Statement of Financial Accounting Standards No. 165, “Subsequent Events,” (“SFAS No. 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.
SFAS 165 applies to both interim financial statements and annual financial statements. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. SFAS 165 does not have a material impact on our financial statements.





In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, “Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140,” (“SFAS 166”). SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing
financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company will adopt SFAS 166 in fiscal 2010. The Company does not expect
that the adoption of SFAS 166 will have a material impact on the financial statements.





In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167, “Amendments to FASB Interpretation No. 46(R),” (“SFAS 167”). The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest
entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS 167 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Company will adopt SFAS 167 in fiscal 2010. The Company does not expect that the adoption of SFAS 167 will have a material impact on the financial statements.





In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles,” (“SFAS 168”). SFAS 168 replaces FASB Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles”,
and establishes the FASB Accounting Standards Codification (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”). SFAS 168 is effective for interim and annual periods ending after September 15, 2009. The Company will begin to use the new Codification when referring to GAAP in its annual report
on Form 10-Q for the interium period ending September 30, 2009. This will not have an impact on the results of the Company.


7
 MUSICIAN’S EXCHANGE
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS


Note 4 - Inventory





Inventories consist of the following at September 30, 2009 and December 31, 2008:





September 30, 2009

December 31, 2008Finished goods

$ 1,185

$ 1,315$ 1,185

$ 1,315





Note 5 – Advances Due to Related Party





Advances consist of the following at September 30, 2009 and December 31, 2008:





September 30, 2009
December 31, 2008Advance due to a shareholder, unsecured,
0% interest, due upon demand

$            1,000
$            1,000Advance due to an officer, director and shareholder,
unsecured, 0% interest, due upon demand

55
118$          1,055
$          1,118





Note 6 – Stockholders’ Equity





The Company is authorized to issue 10,000,000 shares of it $0.001 par value preferred stock and 100,000,000 shares of its $0.001 par value common stock.





Common Stock





In February 4, 2008, the Company issued its sole officer of the Company 750,000 shares of its $0.001 par value common stock at a price of $0.01 per share for a total amount raised of $7,500 in exchange for the founding officer's business plan, business concept, and website.





On February 20, 2008, the Company issued 100,000 shares of its common stock toward legal fees at a value of $0.10 per share.





During the nine months ended, September 30, 2009, the Company raised a total of $5,000 which is recorded as a stock payable.  The funds are considered restricted cash because if the Company does not raise entire amount of the offering for a total amount raised of $55,000, then they will need to refund the proceeds to the investors.  As
of November 6, 2009, the Company raised the entire amount of $55,000.





As of September 30, 2009, there have been no other issuances of common stock.


8
 MUSICIAN’S EXCHANGE
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS


Note 7 – Warrants and Options





As of September 30, 2009, there were no warrants or options outstanding to acquire any additional shares of common stock.





Note 8 – Related Party Transactions





During the nine months ended September 30, 2009, the Company recorded $280 in revenue from a shareholder.  As of September 30, 2009, the Company had accounts receivable totaling $280 from a shareholder.





During the nine months ended September 30, 2009, the Company recorded $20,646 in professional fees from a shareholder.  As of September 30, 2009, the Company had accounts payable totaling $32,173 from related parties.





The Company received advances from related parties, see Note 5 “Advances Due to Related Party” for further detail.





Note 9 – Subsequent Events





During the period ended November 6, 2009, the Company sold a total of 550,000 shares of common stock for cash and raised a total of $55,000.





The Company has evaluated subsequent events through November 15, 2009, the date which the financial statements were available to be issued.








9


FORWARD-LOOKING STATEMENTS





This document contains forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial
items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.





Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of
the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. Additionally, the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 most likely do not apply to our forward-looking statements as a result of being a penny stock issuer. You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.





Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements.  Our future financial condition and results of operations,
as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.  The factors impacting these risks and uncertainties include, but are not limited to:


o
our ability to diversify our operations;


o
our ability to implement our business plan of online music advertising;


o
inability to raise additional financing for working capital;


o
the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain;


o
our ability to attract key personnel;


o
our ability to operate profitably;


o
deterioration in general or regional economic conditions;


o
changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;


o
adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;


o
inability to achieve future sales levels or other operating results;


o
the inability of management to effectively implement our strategies and business plans;


o
the unavailability of funds for capital expenditures; and


o
other risks and uncertainties detailed in this report.


10


For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see Item 1A. Risk Factors in this document.





Item 2. Plan of Operation.





References in the following discussion and throughout this quarterly report to “we”, “our”, “us”, “Musician’s”, “the Company”, and similar terms refer to Musician’s Exchange unless otherwise expressly
stated or the context otherwise requires.





Background Overview





Musician’s Exchange is a development stage company incorporated in the State of Nevada on February 4, 2008.  We were formed to engage in the business of developing an Internet destination and marketplace for musicians through our online website, (www.musiciansxchangeonline.com.).  In February of 2008 we commenced
our planned principal operations, and therefore have no significant assets.





Since our inception on February 4, 2008 through September 30, 2009, we have generated $5,067 in revenues and have incurred a net loss of $61,195. For the three and nine months ended September 30, 2009, we generated $515 and $2,473in revenues and incurred a net loss of $7,826 and $29,205.





We anticipate revenue will increase in the next twelve months, of which we can provide no assurance. We filed an S-1 registration statement (declared effective by the SEC on April 7, 2008) to raise capital, and those proceeds have been budgeted to cover costs associated with advertising on the Internet to draw attention to our website,
costs associated with website enhancements, and costs covering various filing fees and transfer agent fees to complete our early money raise through the offering. We believe that listing fees generated will be sufficient to support the limited costs associated with our initial ongoing operations for the next twelve months. There can be no assurance that the actual expenses incurred will not materially exceed our estimates or that cash flows from listing fees will be adequate to maintain our business. As a result,
our independent auditors have expressed substantial doubt about our ability to continue as a going concern.





Recent Developments





During September through November 2009, we successfully raised $55,000 through our 550,000 shares of our common stock offering.  We believe the proceeds of the offering will enable us to maintain our operations and working capital requirements for at least the next twelve months.


11


Plan of Operation





We are developing an online musically oriented advertising platform to provide a method by which buyers and sellers of musical instruments are brought together in an efficient format to browse, buy and sell musical instruments and music scripts to a distinct and focused customer.  Upon completion of our website, Musician’s
Exchange is intended to have a website which will be a fully automated, topically arranged, intuitive, and easy-to-use service that supports a buying and selling experience in which sellers list musically oriented products for sale and buyers provide offers on such products in a fixed-price format.





Satisfaction of our cash obligations for the next 12 months.





As September 30, 2009, our cash balance was $68. Our plan for satisfying our cash requirements for the next months is through sales generated income, additional sales of our common stock, third party financing, and/or traditional bank financing. We intend to make appropriate plans to insure sources of additional capital in the future to
fund growth and expansion, and may consider additional equity or debt financing or credit facilities.





Our plan of operation has provided for us to develop a business plan and establish an operational website as soon as practical. We have accomplished the goal of developing our business plan; however, we are in the early stages of setting up an operational website capable of providing a method of advertising musical instruments and equipment
for sale, along with merchandise and musically oriented services. In order to operate our website, we will be required to have a scalable user interface and transaction processing system that is designed around industry standard architectures and externally developed non-proprietary software. The system will be required to maintain operational data records regarding dealers, used instruments and equipment listings and leads generated by our listings and e-commerce partners. We do not have sufficient cash to enable
us to complete our website development, which is an integral part of our operations.





We have filed an S-1 registration offering to provide the basic minimum amount of funds to provide sufficient cash for the next 12 months. In September 2009, we began raising funds through our offering and successfully raised $55,000 by November 2009.





Our sole officer and director, Mr. Van Ness has agreed to continue his part time work until such time as there are either sufficient funds from operations, or alternatively, that funds are available through private placements or another offering in the future. We have not allocated any pay for Mr. Van Ness out of the funds being raised
in the offering. If we were to not receive any additional funds, including the funds from the offering, we could continue in business for the next 12 months. However, we would not be in a position to complete the website as set forth in our business plan, or provide any significant advertisement for our customers, thus we would not anticipate any significant revenues. Since our website is operational, we can conduct business and earn revenues.


12


Going Concern





The consolidated financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of Musician’s as a going concern. Musician’s may not have a sufficient amount of cash required to pay all of the costs associated with operating and marketing
of its services. Management intends to use borrowings and security sales to mitigate the effects of cash flow deficits, however no assurance can be given that debt or equity financing, if and when required, will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should Musician’s be unable to continue existence.





Summary of any product research and development that we will perform for the term of the plan.





We do not anticipate performing any significant product research and development under our plan of operation. In lieu of product research and development we anticipate maintaining control over our advertising, especially on the Internet, to assist us in determining the allocation of our limited advertising dollars. Additionally, we are
researching the various software packages available, which can be manipulated to our needs.





Expected purchase or sale of plant and significant equipment.





We do not anticipate the purchase or sale of any plant or significant equipment; as such items are not required by us at this time or in the next 12 months.





Significant changes in number of employees.





The number of employees required to operate our business is currently one part time individual. After we raised the money in our recently filed offering and have commenced our advertising program, and at the end of the initial 12 month period, our plan of operation anticipates our requiring additional capital to hire at least one full
time person.





Milestones:





As a result of our being a development stage company with minimal amounts of equity capital initially available, we have set our goals in three stages: (1) goals based upon the availability of our initial funding of $7,500, which has been achieved; (2) goals based upon our funding of $55,000
through the filing of an S-1 registration statement (declared effective by the SEC on April 7, 2008), which has been achieved; and (3) goals based upon or funding additional equity and or debt in the approximate sum of $100,000 to $200,000.





Stage I is based on the development of our business operations of our President’s investment of $7,500.  With that money we set up our corporate structure by filing for incorporation and set up corporate governance; we developed an initial operational website at the lowest
possible cost; and we retained counsel and an auditor to assist in preparation of documents providing for the raising of $55,000 to complete Stage II of our Plan of Operations.


13





Stage II: Development of our business operations is based upon our receipt of the net funds from our offering of approximately $44,400. We have not commenced the majority of milestones set forth in Stage II of our Plan of Operation as a result of our not having the funds from the offering.
Between September and November 2009, we raised the total $55,000 from our offering. The net proceeds from our offering will support the limited costs associated with our ongoing operations for the next twelve months.





Stage III: Development of our business operations is based upon our receipt of additional equity and/or debt in the approximate sum of $100,000 to $200,000. If, and when we raise the $100,000 in Stage III, we intend to pay our President a salary of $25,000 per year. There are no accruals
for past salary, and the commencement date of such salary would not occur until such time as the additional funds (in addition to our present offering) are acquired. An additional $20,000 would be allocated toward salaries, and the balance of $55,000 would be utilized for legal, accounting, website enhancements, advertising and general office expenses. In the event an additional $100,000 were raised (in addition to the $55,000 in our present offering, and $100,000 referenced above), we would allocate the 2nd $100,000
primarily to additional website enhancements, advertising, office space and additional staff. We anticipate that it will take us approximately 90 days after the funding referenced in this Stage III to expand our advertising, hire personnel, and obtain office space.





Although our website is currently operational and we are starting to place instruments and equipment advertisements, our plan of operation is premised upon having advertising dollars available. We believe that the advertising dollars allocated in the offering will assist us in generating revenues. We have suffered start up losses and have
a working capital deficiency which raises substantial concern regarding our ability to continue as a going concern. We believe that the proceeds of the offering will enable us to maintain our operations and working capital requirements for at least the next 12 months, without taking into account any internally generated funds from operations. With net proceeds of $44,400 from our offering, we are able to comply with our business plan of operations for the next 12 months based on our capital expenditure requirements.





We will require additional funds to maintain and expand our operations as referenced in our Stage III of our business plan. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our stockholders.  At this time we have no earmarked
source for these funds. Additionally, there is no guarantee that we will be able to locate additional funds. In the event we are unable to locate additional funds, we will be unable to generate revenues sufficient to operate our business as planned. For example, if we receive less than $100,000 of the funds earmarked in Stage III, we would be unable to significantly expand our advertising to levels under Stage III. Alternatively, we may be required to reduce the payments of salary to our President and cover legal
and accounting fees required to continue our operations. There is still no assurance that, even with the funds from the current offering, we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable.


14





Liquidity and Capital Resources





The following table summarizes total current assets, total current liabilities and working capital at September 30, 2009 compared to December 31, 2008.





September 30,
2009
December 31,
2008
Increase / (Decrease)$
%Current Assets
$6,533
$2,155
$(4,378)
203%Current Liabilities
45,228
16,645
28,853
172%Working Capital (deficit)
$(38,695)
$(14,490)
$24,205
167%





Liquidity is a measure of a company’s ability to meet potential cash requirements.  We have historically met our capital requirements through the issuance of stock, by borrowings, and through sales-generated revenue.  In the future, we anticipate we will be able to provide the necessary liquidity we need by the
revenues generated from the sales of our products.





Cash will be increasing primarily due to the receipt of funds from our recently filed offering to offset our near term cash equivalents. Since inception, we have financed our cash flow requirements through issuance of common stock. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows
from operations, pending receipt of listings or some form of advertising revenues. Additionally we anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital.





We anticipate that we will incur operating losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain.  Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development,
particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks, we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, continually develop and upgrade our website, provide national and regional industry participants with an effective, efficient and accessible website on which to promote their products
and services through the Internet, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.





Off-Balance Sheet Arrangements





We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.


15





Critical Accounting Policies and Estimates





The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical
experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions.





Revenue Recognition





The Company's revenues are anticipated to be derived from multiple sources. Dealer services revenues are to be derived from a range of promotional services, including banner advertising, inventory pages, tiles, enhanced listings and links to the dealer's own Web site. Dealers will also be able to purchase a stand-alone Web site with their
own Internet address and searchable used musical equipment inventory for an initial non-refundable set-up fee plus a monthly maintenance fee. Revenues from these services will be recognized ratably over the period in which the service is provided. The set-up fees from dealer contracts will be recognized ratably over the period in which the service is provided, generally a year. Advertising revenues are anticipated to be generated from short-term contracts in which the Company typically guarantees for a fixed
fee a minimum number of impressions, or times that an advertisement appears in pages viewed by the users. These revenues are recognized ratably over the term of the agreement, provided that the amount recognized does not exceed the amount that would be recognized based upon actual impressions delivered. E-commerce revenues are derived from musical equipment sales such as aftermarket resellers who will be able to market their equipment on the Company's Web site. Such revenues will generally be derived from specific
traffic referrals or transaction leads that originate on the Company's Web site and would be recognized as such referrals and leads are directed to the vendor's product.





Stock-Based Compensation





The Company accounts for stock-based awards to employees in accordance with FAS No. 123(R), “Share-Based Payment.” Options granted to consultants, independent representatives and other non-employees are accounted for using the fair value method as prescribed by FAS No.
123(R).


16





Recent Accounting Pronouncements





In September 2009, the FASB Emerging Issues Task Force, or EITF, reached a consensus on ASC Update 2009-13 (Topic 605), Multiple-Deliverable Revenue Arrangements,or ASC Update 2009-13. ASC
Update 2009-13 applies to multiple-deliverable revenue arrangements that are currently within the scope of ASC 605-25. ASC Update 2009-13 provides principles and application guidance on whether multiple deliverables exist and how the arrangement should be separated and the consideration allocated. ASC Update 2009-13 requires an entity to allocate revenue in an arrangement using estimated selling prices of deliverables, if a vendor does not have vendor-specific objective evidence or third-party evidence of selling
price. The update eliminates the use of the residual method and requires an entity to allocate revenue using the relative selling price method and also significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. ASC Update 2009-13 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. As a result, ASC Update 2009-13 will be effective
for the Company no later than the first quarter of fiscal 2011. The adoption of ASC Update 2009-13 will not have a material impact on the Company’s financial position or results of operations for future collaborations arrangements.





In June 2009, the FASB issued Statement of Financial Accounting Standards No. 165, “Subsequent Events,” (“SFAS No. 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet
date but before financial statements are issued or are available to be issued. SFAS 165 applies to both interim financial statements and annual financial statements. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. SFAS 165 does not have a material impact on our financial statements.





In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, “Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140,” (“SFAS 166”). SFAS 166 eliminates the concept of a “qualifying
special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The
Company will adopt SFAS 166 in fiscal 2010. The Company does not expect that the adoption of SFAS 166 will have a material impact on the financial statements.





In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167, “Amendments to FASB Interpretation No. 46(R),” (“SFAS 167”). The amendments include: (1) the elimination of the exemption for qualifying special purpose entities,
(2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS 167 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Company will adopt SFAS 167 in fiscal 2010. The Company does not expect that the adoption of SFAS 167 will have a material impact on the financial statements.


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In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles,” (“SFAS 168”). SFAS 168 replaces FASB Statement
No. 162, “The Hierarchy of Generally Accepted Accounting Principles”, and establishes the FASB Accounting Standards Codification (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”). SFAS 168 is effective for interim and annual periods ending after September 15, 2009. The Company
will begin to use the new Codification when referring to GAAP in its annual report on Form 10-Q for the interium period ending September 30, 2009. This will not have an impact on the results of the Company.





Item 3. Quantitative and Qualitative Disclosure About Market Risk





This item in not applicable as we are currently considered a smaller reporting company.





Item 4T. Controls and Procedures





Evaluation of Disclosure Controls and Procedures





Our Chief Executive Officer and Principal Financial Officer, Daniel Van Ness, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report.  Based on that evaluation, Mr. Van Ness concluded
that our disclosure controls and procedures are effective in timely alerting him to material information relating to us required to be included in our periodic SEC filings and in ensuring that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.





Changes in Internal Control Over Financial Reporting





There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or reasonably likely to materially affect, our internal control over financial reporting.




PART II--OTHER INFORMATION





Item 1. Legal Proceedings.





From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material
litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.


18





Item 1A.  Risk Factors





We are a development stage company organized in February 2008 and have recently commenced operations, which makes an evaluation of us extremely difficult. At this stage of our business operations, even with our good faith efforts, we may never become profitable or generate any significant amount of
revenues, thus potential investors have a high probability of losing their investment.





We were incorporated in February of 2008 as a Nevada corporation. As a result of our start-up operations we have; (i) generated revenues of $5,347, (ii) accumulated deficits of $61,195 from our inception through the period ended September 30, 2009, and (iii) we have a net loss of $29,205 for the nine months ended September 30, 2009.  We
have been focused on organizational and start-up activities, business plan development, and website design since we incorporated. Although we have established a website there is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably.  Our future operating results will depend on many factors, including our ability to raise adequate working capital, demand for our service, the level of our competition
and our ability to attract and maintain key management and employees.





Our auditor’s have substantial doubt about our ability to continue as a going concern. Additionally, our auditor’s report reflects the fact that the ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock
and, ultimately the achievement of significant operating revenues.





Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Our auditor’s report reflects that the ability of Musician’s Exchange to continue as a going concern is dependent upon its ability to raise
additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. If we are unable to continue as a going concern, you will lose your investment.  We will be required to seek additional capital to fund future growth and expansion. No assurance can be given that such financing will be available or, if available, that it will be on commercially favorable terms. Moreover, favorable financing may be dilutive to investors.





We will require additional financing in order to implement our business plan. In the event we are unable to acquire additional financing, we may not be able to implement our business plan.





Due to our very recent start-up nature, we will have to incur the costs of advertising which is intended to generate revenue from listing fees, in addition to hiring new employees and commencing additional marketing activities for listing services. To fully implement our business plan we will require substantial additional funding. The
recently raised capital through our offering, if successful, will only enable us to commence advertising for listing clients, and will assist us in further developing our initial business operations, including the enhancement of our website; however will not be sufficient to allow us to expand our business meaningfully. Additionally, since the net offering proceeds have been earmarked for advertising expenses, some website development fees, and minimal working capital, we will not be capitalized sufficiently
to hire or pay employees.


19





Following our recent offering we will need to raise additional funds to expand our operations. We plan to raise additional funds through private placements, registered offerings, debt financing or other sources to maintain and expand our operations. Adequate funds for this purpose on terms favorable to us may not be available, and if available,
on terms significantly more adverse to us than are manageable. Without new funding, we may be only partially successful or completely unsuccessful in implementing our business plan, and our stockholders may lose part or all of their investment.





We are significantly dependent on our sole officer and director, who has limited experience. The loss or unavailability of Mr. Van Ness’s services would have an adverse effect on our business, operations and prospects in that we may not be able to obtain new management under the same financial
arrangements.





Our business plan is significantly dependent upon the abilities and continued participation of Daniel R. Van Ness, our sole officer and director. It would be difficult to replace Mr. Van Ness at such an early stage of development of Musician’s Exchange. The loss by or unavailability to Musician’s Exchange of Mr. Van Ness’s
services would have an adverse effect on our business, operations and prospects, in that our inability to replace Mr. Van Ness could result in the loss of one’s investment. There can be no assurance that we would be able to locate or employ personnel to replace Mr. Van Ness, should his services be discontinued. In the event that we are unable to locate or employ personnel to replace Mr. Van Ness, then we may be required to cease pursuing our business opportunity.





Mr. Van Ness has no experience in running a public company or framing an online musicians advertising business. The lack of experience in operating a public company or in framing an online musical classified advertising business could impact our return on investment.





As a result of our reliance on Mr. Van Ness, and his lack of experience in operating a public company or developing an online musician’s classified marketplace, our investors are at risk in losing their entire investment. Mr. Van Ness intends to hire personnel in the future, when sufficiently
capitalized, who may have the experience required to manage our company; however, such management is not anticipated until the occurrence of future financing. Since the recently filed offering will not sufficiently capitalize our company, future offerings will be necessary to satisfy capital needs. Until such future offering occurs, and until such management is in place, we are reliant upon Mr. Van Ness to make the appropriate management decisions.





Since a single stockholder, upon completion of the recently filed offering, will beneficially own the majority of our outstanding common shares, that single stockholder will retain the ability to control our management and the outcome of corporate actions requiring stockholder
approval notwithstanding the overall opposition of our other stockholders. This concentration of ownership could discourage or prevent a potential takeover of our company that might negatively impact the value of your common shares.


20





Mr. Van Ness will own approximately 54% of our outstanding common shares after completion of the offering. As a consequence of his controlling stock ownership position, Mr. Van Ness will retain the ability to elect a majority of our board of directors, and thereby control our management. Mr. Van Ness also has the ability to control the
outcome of corporate actions requiring stockholder approval, including mergers and other changes of corporate control, going private transactions, and other extraordinary transactions. The concentration of ownership by Mr. Van Ness could discourage investments in our company, or prevent a potential takeover of our company which will have a negative impact on the value of our securities.





As a result of Mr. Van Ness’s majority ownership of our outstanding common shares after this offering, Mr. Van Ness will control our issuance of securities after the offering.





As a consequence of Mr. Van Ness’s controlling stock ownership position, acting alone he will be able to authorize the issuance of securities that may dilute and otherwise adversely affect the rights of purchasers of stock in the offering, including preferred stock. Additionally, he may authorize the issuance of these securities
to anyone he wishes, including himself and his affiliates at prices significantly less than the offering price.





Because of competitive pressures from competitors with more resources, Musician’s Exchange may fail to implement its business model profitably.





The business of advertising musical products and services for resale on the Internet is highly fragmented and extremely competitive. There are numerous competitors offering similar services. The market for customers is intensely competitive and such competition is expected to continue to
increase. There are no substantial barriers to entry in this market and we believe that our ability to compete depends upon many factors within and beyond our control, including the timing and market acceptance of new solutions and enhancements to existing solutions developed by us, our competitors, and their advisors.





Many of our existing and potential competitors have longer operating histories in the Internet market, greater name recognition, larger customer bases, established technology driven websites, and significantly greater financial, technical and marketing resources than we do. As a result, they will be able to respond more quickly to new
or emerging advertising techniques, technologies, and changes in customer requirements, or to devote greater resources to the development, promotion and marketing of their listing and advertising services than we can. Such competitors are able to undertake more extensive marketing campaigns for their services, adopt more aggressive pricing policies and make more attractive offers to potential employees, and strategic advertising partners.





Risks Relating To Our Common Stock





There is no current public market for our common stock; therefore one may be unable to sell their securities at any time, for any reason, and at any price, resulting in a loss of their investment.


21





As of the date of this filing, there is no public market for our common stock. Although we plan, in the future, to contact an authorized OTC Bulletin Board market maker for sponsorship of our securities on the Over-the-Counter Bulletin Board, there can be no assurance that our attempts to do so will be successful. Furthermore, if our securities
are not quoted on the OTC Bulletin Board, or elsewhere, there can be no assurance that a market will develop for the common stock or that a market in the common stock will be maintained. As a result of the foregoing, investors may be unable to liquidate their investment for any reason. We have not originated contact with a market maker at this time, and do not plan on doing so until completion of this offering.





Because our common stock is deemed a low-priced “Penny” stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.





Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock
is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:





·
Deliver to the customer, and obtain a written receipt for, a disclosure document;


·
Disclose certain price information about the stock;


·
Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;


·
Send monthly statements to customers with market and price information about the penny stock; and


·
In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.





Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise
additional capital in the future.





FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.





In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative
low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common
stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.


22





Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.





Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the 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 generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Musician’s Exchange; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Musician’s Exchange are being made only in accordance with authorizations of management and directors of Musician’s Exchange, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Musician’s Exchange’s assets that could have a material
effect on the financial statements.





We have one individual performing the functions of all officers and directors. This individual developed our internal control procedures and is responsible for monitoring and ensuring compliance with those procedures. As a result, our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable
and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.





Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.





We have no recent sales of unregistered securities during the quarter ended September 30, 2009.





Use of Proceeds From Sales of Registered Securities





On April 7, 2008, our registration statement (File No. 333-149446) relating to our initial public offering of our common stock was declared effective by the Securities and Exchange Commission. Under the registration statement, we registered 550,000 shares of our common stock with an aggregate offering price of $55,000. The offering closed
in November 2009, wherein we received subscriptions for the total 550,000 of the shares offered. All shares of common stock offered were sold for the aggregate offering price directly by us with no commissions paid on funds raised. As of the date of this filing the 550,000 shares have not been issued.





We incurred offering expenses of approximately $10,600 in connection with the offering. Thus the net offering proceeds to us (after deducting offering expenses) were approximately $44,400. No offering expenses were paid directly or indirectly to any of our directors or officers (or their associates), persons owning ten percent (10%) or
more of any class of our equity securities or to any other affiliates, with the exception of a $5,000 legal fee paid to Stoecklein Law Group


23





Issuer Purchases of Equity Securities





We did not repurchase any of our equity securities from the time of our inception on February, 4, 2008 through the period ended September 30, 2009.





Item 3. Defaults Upon Senior Securities.





None.





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







We did not submit any matters to a vote of our security holders from the time of our inception through the period ended September 30, 2009.





Item 5. Other Information.





None.





Item 6. Exhibits.





Incorporated by referenceExhibit
Number
Exhibit Description
Filed
herewith
Form
Period
ending
Exhibit
Filing date3(i)(a)
Articles of Incorporation of Musician’s Exchange

S-1

3(i)(a)
2/29/083(ii)(a)
Bylaws of Musician’s Exchange

S-1

3(ii)(a)
2/29/0810.1
Subscription Agreement

S-1

10.1
2/29/0831
Certification pursuant to Section 302 of the Sarbanes-Oxley Act
X32
Certification pursuant to Section 906 of the Sarbanes-Oxley Act
X







SIGNATURES







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







MUSICIAN’S EXCHANGE


(Registrant)








By:/S/ Daniel Van Ness


Daniel Van Ness, Chief Executive Officer


(On behalf of the registrant and as


principal financial officer)





Date: November 16, 2009


24