10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MAY 31, 2010
OR
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-53512

BIDFISH.COM INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

40 Court Street, Suite 178

Middlebury, VT 05753


 (Address of principal executive offices, including zip code.)

(802) 385-1083

(telephone number, including area code)

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

YES [X]     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 the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  [   ]	Accelerated filer   [   ]
Non-accelerated filer     [   ]	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 [   ]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 214,520,000 as of July 15, 2010.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Bidfish.com Inc.
(A Development Stage Company)
(unaudited)
May 31, 2010
	Index
Balance Sheets	F–2
Statements of Operations	F–3
Statements of Cash Flows	F–4
Notes to the Financial Statements	F–5

F-1

Bidfish.com Inc.

 (A Development Stage Company)

Balance Sheets

	May 31, 2010 $ (Unaudited)			August 31, 2009 $
ASSETS
Current Assets
Cash		22,522			27,331
Prepaid expenses		–			20,833
Total Assets		22,522			48,164
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable		2,530			9,446
Due to related party		17,693			–
Total Current Liabilities		20,223			9,446
Total Liabilities		20,223			9,446
Stockholders’ Equity
Preferred stock, 100,000,000 shares authorized, $0.00001 par value; None issued and outstanding		–			–
Common stock, 3,100,000,000 shares authorized, $0.00001 par value; 214,520,000 shares issued and outstanding on May 31, 2010 and August 31, 2009		2,145			2,145
Additional paid-in capital		207,655			207,655
Deficit accumulated during the development stage		(207,501	)		(171,082	)
Total Stockholders’ Equity		2,299			38,718
Total Liabilities and Stockholders’ Equity		22,522			48,164

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

F-2

Bidfish.com Inc.

 (A Development Stage Company)

Statements of Operations

Three and Nine Months Ended May 31, 2010 and 2009 and

the Period from June 27, 2006 (Inception) through May 31, 2010

(Unaudited)

	Nine Months			Nine Months			Three Months			Three Months			June 27, 2006
	Ended			Ended			Ended			Ended			(Inception)
	May 31, 2010			May 31, 2009			May 31, 2010			May 31, 2009			to May 31, 2010
	$			$			$			$			$
Expenses
General and administrative		1,106			3,066			–			462			17,124
Professional and consulting fees		35,313			61,095			2,030			41,440			190,377
Total Expenses		36,419			64,161			2,030			41,902			207,501
Net Loss		(36,419	)		(64,161	)		(2,030	)		(41,902	)		(207,501	)
Net Loss Per Share – Basic and Diluted		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Weighted Average Shares Outstanding		214,520,000			214,520,000			214,520,000			214,520,000

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

F-3

Bidfish.com Inc.

 (A Development Stage Company)

Statements of Cash Flows

Nine Months Ended May 31, 2010 and 2009 and

the Period from June 27, 2006 (Inception) through May 31, 2010

(Unaudited)

	Nine Months			Nine Months			June 27, 2006
	Ended			Ended			(Inception)
	May 31, 2010			May 31, 2009			to May 31, 2010
	$			$			$
Operating Activities
Net loss for the period		(36,419	)		(64,161	)		(207,501	)
Adjustments to reconcile net loss to net cash used in operations:
Donated services		–			2,400			12,800
Change in operating assets and liabilities:
Prepaid expenses		20,833			(58,333	)		–
Accounts payable		(6,916	)		(197	)		2,530
Net Cash Used In Operating Activities		(22,502	)		(120,291	)		(192,171	)
Financing Activities
Advance (repayment) from (to) related party		17,693			(24,509	)		17,693
Proceeds from issuance of common stock		–			–			197,000
Net Cash Provided by (Used In)  Financing Activities		17,693			(24,509	)		214,693
Increase (decrease) in Cash		(4,809	)		(144,800	)		22,522
Cash - Beginning of Period		27,331			175,779			–
Cash - End of Period		22,522			30,979			22,522
Supplemental Disclosures
Interest paid		–			–			–
Income taxes paid		–			–			–

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

F-4

Bidfish.com Inc.

 (A Development Stage Company)

Notes to the Financial Statements

May 31, 2010

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Bidfish.com Inc. (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's registration statement filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which w ould substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year August 31, 2009 as reported in Form 10-K, have been omitted.

Effective September 15, 2009, the Company completed a merger with its wholly owned subsidiary, Bidfish.com Inc., a Nevada corporation, for the purpose of effecting a change in the Company’s name from Park and Sell Corp. to Bidfish.com Inc., and a change in business from recreational vehicle sales to online auctions of consumer goods.

NOTE 2 – PREPAID EXPENSES

On April 21, 2009, the Company entered into a Consulting Agreement with Public Company Advisors, Inc., an Alberta, Canada corporation to assist the Company with potential merger candidates, introduce potential investors to the Company, and to assist in analyzing and evaluating the Company’s operations, among other things. The term of the agreement is for a six-month period with an aggregate fee of $75,000, which was paid at the time of the signing of the agreement, of which $54,167 was recorded as consulting fees by August 31, 2009 and $20,833 was recorded as consulting fees during the nine months ended May 31, 2010.

NOTE 3 – COMMON AND PREFERRED STOCKS

The Company’s authorized stocks consist of:

-  3,100,000,000 common shares at a par value of $0.00001, and

-  100,000,000 preferred shares at a par value of $0.00001.

On September 15, 2009, the board of directors approved a thirty-one (31) for one (1) forward stock split of authorized, issued and outstanding shares of common stock. The Company amended its Articles of Incorporation by the filing of a Certificate of Change with the Nevada Secretary of State wherein the Company would issue 31 shares for every one share of common stock issued and outstanding immediately prior to the effective date of the forward stock split. As a result, the authorized capital increased from 100,000,000 shares of common stock with a par value of $0.00001 to 3,100,000,000 shares of common stock with a par value of $0.00001. The stock split is presented retroactively in these financial statements.

As of May 31, 2010, 214,520,000 shares of the Company’s common stock are issued and outstanding, and no shares of the Company’s preferred stock are issued and outstanding.

 NOTE 4 -- RELATED PARTY TRANSACTIONS

During the period ended May 31, 2010 a shareholder and director of the Company advanced $17,693 to the Company.  The amounts are due on demand bearing no interest.

F-5

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We are a development stage corporation and have not started operations or generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.

Our Current Business

Bidfish was incorporated on June 27, 2006, under its former name “Park and Sell Corp.” Our resident agent is The Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89511. Prior to September 15, 2009, we were engaged in the business of offering vehicles, ATVs, motorcycles, campers, RVs and boats for sale privately at a fixed fee. It was our intention to be one of the few website driven businesses up and operating offering buyers and sellers the opportunity to search, view, contact, buy and sell privately owned vehicles, ATVs, motorcycles, campers, RVs and boats.  We commenced limited operations including a feasibility study and the search for an appropriate facility location.  As our management conducted due diligence on the recreational vehicle industry, management realized that this industry did not present the best opportunity for our company to realize value for our shareholders.  In an effort to substantiate shareholder value, then sought to identify, evaluate and investigate various companies and compatible or alternative business opportunities with the intent that, should the opportunity arise, a new business be pursued.

Effective September 15, 2009, we completed a merger with our wholly-owned subsidiary, Bidfish.com Inc. a Nevada corporation, for the purpose of effecting a change in our name from “Park and Sell Corp.” to “Bidfish.com Inc.”During our company’s past fiscal quarter, management determined to abandon our current business plan, consisting of recreational vehicle sales and leasing due to the lack of success in the current business and our inability to attract further financing for this business. Accordingly, during the past fiscal quarter, management decided to change our business focus to online entertainment shopping, specifically online auctions of consumer goods. In connection with the change of business focus, we changed our name fro m Park and Sell Corp. to Bidfish.com Inc.

In addition, effective September 15, 2009, we effected a 31 for 1 forward stock split of our authorized and issued and outstanding common stock. As a result, our authorized capital has increased from 100,000,000 shares of common stock at $0.00001 par value to 3,100,000,000 shares of common stock at $0.00001 par value. Our issued and outstanding has increased from 6,920,000 shares of common stock to 214,520,000 shares of common stock. Our preferred stock remains unchanged at 100,000,000 shares of preferred stock at $0.00001 par value.

-2-

Our common stock was quoted on the NASD Over-the-Counter Bulletin Board under the new symbol "BDFH" effective at the opening of the market on September 24, 2009.

Background

We operate the website “Bidfish.com” which is an online entertainment shopping portal. We plan to sell “bids” to customers who then use them to bid on consumer products that we sell through an auction system on the website. We are planning to auction products such as pc's, mp3 players, cameras and tv's.

Products would be shipped either directly from the distributor or from our facility. We have not made any sales to date and we do not currently maintain an inventory of the products we plan to sell. We plan to market the website through online advertising, print media and tv advertising.

We plan to offer an affiliate program as part of our promotional efforts. Through this affiliate program, we plan to pay commissions to other websites who generate sales through the likes of banners on their websites. Affiliate websites need only to provide a link to bidfish.com, which in turn operates the order processing, shipping, and customer service.  We do not currently have an affiliate program in place as of the date of this filing.

Our website

We have already lined up an outside technology provider to develop our website.  The website will be located at the domain bidfish.com.

 Marketing Strategy

Web marketing will start with our known contacts whom we will ask to recommend our site. We will continue the strategy with long-term efforts to develop recognition in professional forums. We intend to attract traffic to our website by a variety of online marketing tactics such as registering with top search engines using selected key words (meta tags) and utilizing link and banner exchange options.

We plan to market the website through print media and television advertising.

We plan to offer an affiliate program as part of our promotional efforts. Through this affiliate program, we plan to pay commissions to other websites who generate sales through the likes of banners on their websites. Affiliate websites need only to provide a link to bidfish.com, which in turn operates the order processing, shipping, and customer service.  We do not currently have an affiliate program in place as of the date of this filing.

-3-

Competition

We face competition from a number of other similar operations plus the more traditional ways of selling consumer goods such as newspaper ads and specific trade publications.  We will be at a competitive disadvantage since these businesses are more established within their network.  Many of our competitors will have greater existing customer bases, operating histories, technical support, staffing and other resources than we do at this time.  There can be no assurances that we will be able to break into this industry offering a new service.

Competition for business will be based on marketing, personal contacts, services offered, reputation and in some instances, cost.

We do not currently have a strong competitive position in this market. We will have to develop our competitive position.  It will be attempted primarily through the promotion and use of the web site.

Government Regulation

We are not currently subject to direct federal, state, provincial, or local regulation other than regulations applicable to businesses generally or directly applicable to electronic commerce. However, the internet is increasingly popular. As a result, it is possible that a number of laws and regulations may be adopted with respect to the internet. These laws may cover issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security. Furthermore, the growth of electronic commerce may prompt calls for more stringent consumer protection laws. Several states have proposed legislation to limit the uses of personal user information gathered online or require online services to es tablish privacy policies. The Federal Trade Commission has also initiated action against at least one online service regarding the manner in which personal information is collected from users and provided to third parties. We will not provide personal information regarding our users to third parties. However, the adoption of such consumer protection laws could create uncertainty in web usage and reduce the demand for our products.

We are not certain how business may be affected by the application of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, taxation, libel, obscenity and export or import matters. The vast majority of such laws were adopted prior to the advent of the internet. As a result, they do not contemplate or address the unique issues of the internet and related technologies. Changes in laws intended to address such issues could create uncertainty in the internet market place. Such uncertainty could reduce demand for services or increase the cost of doing business as a result of litigation costs or increased service delivery costs. In addition, because our services are available over the internet in multiple states and foreign countries, other jurisdictions may claim that we are required to qualify to do business in each such state or foreign country. We are qualified to do business only in Nevada. Our failure to qualify in a jurisdiction where it is required to do so could subject it to taxes and penalties. It could also hamper our ability to enforce contracts in such jurisdictions. The application of laws or regulations from jurisdictions whose laws currently apply to our business could have a material adverse affect on our business, results of operations and financial condition.

-4-

Insurance

We do not maintain any insurance relating to our business or operations.  Sellers offering their property for sale on our site will be responsible for maintaining the necessary insurance.

Employees

We are a development stage company and currently have no employees, other than our sole officer and director.

Our Office

Our office is located at 40 Court Street, Suite 178 Middlebury, VT 05753.  Our phone number is 802-385-1083.

Plan of Operation

Cash Requirements

Over the next twelve months we intend to raise funds to commence marketing our products, purchasing product inventory and for general and administrative expenditures, as follows:

Estimated Funding Required During the Next Twelve Months

General and Administrative	$	25,000
Operations
Website Development and Promotion	$	25,000
Total	$	50,000

As of May 31, 2010, we had working capital of $2,299. We will require additional financing before we generate significant revenues. We intend to raise the capital required to meet any additional needs through sales of our securities in secondary offerings or private placements.

There are no assurances that we will be able to obtain additional funds required for our continued operations. In such event that we do not raise sufficient additional funds by secondary offering or private placement, we will consider alternative financing options, if any, or be forced to scale down or perhaps even cease our operations.

-5-

Limited operating history; need for additional capital

There is limited historical financial information about us upon which to base an evaluation of our performance. We are in development stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

There is no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Results of operations

From Inception on June 27, 2006 to May 31, 2010

Our principal capital resources have been acquired through the issuance of common stock.

At May 31, 2010 we had a working capital of $2,299.

At May 31, 2010 our total assets of $22,522 which consists of cash.

At May 31, 2010 our total liabilities were $20,223, compared to our liabilities of $9,446 as at August 31, 2009.

For the nine months ended May 31, 2010, we incurred expenditures of $36,419 and posted losses of $36,419. For the nine months ending May 31, 2009, we incurred expenditures of  $64,161 and posted losses of $64,161.  From inception to May 31, 2010, we incurred losses of $207,501.  The principal components of the losses for the nine months ended May 31, 2010, were administrative expenses and accounting and audit fees.

For the three months ended May 31, 2010, we incurred expenditures of $2,030 and posted losses of $2,030. For the three months ending May 31, 2009, we incurred expenditures of  $41,902 and posted losses of $41,902.  From inception to May 31, 2010, we incurred losses of $207,501.  The principal components of the losses for the three months ended May 31, 2010, were administrative expenses and accounting and audit fees.

-6-

We have had no revenues from inception. We currently do not have sufficient funding to complete our business plan.

We have no external sources of liquidity in the form of credit lines from banks. Based on the plan of operation described below, management believes that our available cash will not be sufficient to fund our immediate working capital requirements for the next 12 months.

Liquidity and capital resources

As of the date of this report, we have yet to generate any revenues from our business operations.

We issued 155,000,000 shares of common stock pursuant to the exemption from registration contained in section 4(2) of the Securities Act of 1933. This was accounted for as a sale of common stock.  In January 2008, we also issued 59,520,000 shares in our public offering pursuant to section 5 of the Securities Act of 1933. This was accounted for as a sale of common stock, with proceeds of $192,000.

-7-

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Our internal controls were not effective as of August 31, 2009, and there have been no changes to our controls since that time. Based on that evaluation and the lack of changes since the previous evaluation, the Principal Executive Officer and Principal  Financial Officer have concluded that these disclosure controls and procedures are not effective as of May 31, 2010. There were no changes in our internal control over financial reporting during the quarter ended May 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

-8-

PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act of 1934 and are not required to provide the information required under this item.

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

On November 21, 2007, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective (File number 333-147299) permitting us to offer up to 62,000,000 shares of common stock.  There was no underwriter involved in our public offering. In January 2008, we completed our public offering and raised $192,000 by selling 59,520,000 shares of common stock to 45 individuals.  During the three month period ending May 31, 2010, we spent $18,113 of the proceeds of the public offering for professional fees.

ITEM 6. EXHIBITS.

The following documents are included herein:

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer.

-9-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 15th day of July, 2010.

BIDFISH.COM INC.
(Registrant)
BY:	JUAN CARLOS ESPINOSA
	Juan Carlos Espinosa
	President, Principal Accounting Officer, Principal Executive Officer, Principal Financial Officer, and Treasurer.

-10-

EXHIBIT INDEX

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer.

-11-

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Juan Carlos Espinosa, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Bidfish.com Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to date a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this quarterly report;

4. The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the small business issuer and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's control over financial reporting.

5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal controls and procedures for financial reporting.

Date: July 20, 2010

/S/ Juan Carlos Espinosa

Signature: Juan Carlos Espinosa

Title: President, Secretary, Treasurer and Director

(Principal Executive Officer, Principal Financial Officer and

Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Bidfish.com Inc. (the "Company") on Form 10-Q for the period ended May 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Juan Carlos Espinosa, the President, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Reporting Officer) of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Dated: July 20, 2010

Juan Carlos Espinosa

/s/ Juan Carlos Espinosa

(Principal Executive Officer, Principal Financial Officer and

Principal Accounting Officer)