10-Q

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, 2008.

OR

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

For the transition period from ___________ to _____________

Commission file number:   333-148928

T.O.D. TASTE ON DEMAND INC.

(Name of small business issuer as specified in its charter)

Nevada	75-3255056
(state or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

55 Hakeshet Street,Reuth, Israel 91708

(Address of principal executive offices)(Zip Code)

+972 8 9263001

(Registrant’s telephone number, including area code)

____________________________________________________________ 

(Former name, former address and former fiscal year, of changed since last report)

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

Yes  x   No o

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

Large accelerated filer  o	Accelerated filer o
Non-accelerated filer o ( (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 o No x

As of November 4, 2008, 3,726,543 shares of Common Stock, par value $0.001 per share, were outstanding.

Table of Contents

Item No.	Description	Page No.
PART I - FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4T.	Controls and Procedures	14
PART II - OTHER INFORMATION		14
Item 1.	Legal Proceedings	14
Item 1A	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Submission of Matters to a Vote of Security Holders	14
Item 5.	Other Information	14
Item 6.	Exhibits	15
SIGNATURES		16

ii

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

T.O.D. TASTE ON DEMAND INC.

(A Development Stage Company)

Financial Statements

September 30, 2008

(Unaudited)

CONTENTS

	Page(s)
Financial Statements:
Balance Sheets - As of September 30, 2008 (Unaudited) and June 30, 2008 (Audited)		F-1
Statement of Operations -
For the Three Months Ended September 30, 2008, for the Period from August 31, 2007 (inception) to September 30, 2007, and for the Period from August 31, 2007 (inception) to September 30, 2008 (Unaudited)		F-2
Statement of Cash Flows -
For the Three Months Ended September 30, 2008, for the Period from August 31, 2007 (inception) to September 30, 2007, and for the Period from August 31, 2007 (inception) to September 30, 2008 (Unaudited)		F-3
Notes to Financial Statements (Unaudited)		F-4 - F-10

1

T.O.D. Taste On Demand Inc.
(A Development Stage Company)
Balance Sheets
	September 30, 2008			June 30, 2008
	(Unaudited)			(Audited)
Assets
Current Assets:
Cash	$	2,715		$	18,592
Prepaid expenses		-			167
Total Current Assets		2,715			18,759
Total Assets	$	2,715		$	18,759
Liabilities and Stockholders' Equity (Deficit)
Current Liabilities:
Accounts payable	$	8,868		$	12,698
Total Current Liabilities		8,868			12,698
Stockholders' Equity (Deficit):
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding		-			-
Common stock, $0.001 par value; 160,000,000 shares authorized; 3,726,543 shares issued and outstanding at September 30, 2008; 3,712,257 shares issued and outstanding at June 30, 2008		3,726			3,712
Additional paid-in capital		52,507			50,521
Deficit accumulated during the development stage		(62,386	)		(48,172	)
Total Stockholders' Equity (Deficit)		(6,153	)		6,061
Total Liabilities and Stockholders' Equity (Deficit)	$	2,715		$	18,759

See accompanying notes to unaudited financial statements

F-1

T.O.D. Taste On Demand Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
	For the Three Months Ended September 30, 2008			For the Period from August 31, 2007 (Inception) to September 30, 2007			For the Period from August 31, 2007 (Inception) to September 30, 2008
Revenues	$	-		$	-		$	-
Operating Expenses
General and administrative		9,788			83			49,224
Research and development		4,500			-			13,932
Total Operating Expenses		14,288			83			63,156
Loss from Operations		(14,288	)		(83	)		(63,156	)
Other Income
Interest income		74			-			770
Total Other Income		74			-			770
Net Loss	$	(14,214	)	$	(83	)	$	(62,386	)
Net Loss Per Share - Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.02	)
Weighted average number of shares outstanding during the period - basic and diluted		3,724,835			3,100,000			3,555,850

See accompanying notes to unaudited financial statements

F-2

T.O.D. Taste On Demand Inc.

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

	For the Three Months Ended			For the Period from August 31, 2007 (Inception) to			For the Period from August 31, 2007 (Inception) to
	September 30, 2008			September 30, 2007			September 30, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(14,214	)	$	(83	)	$	(62,386	)
Adjustments to reconcile net loss to cash used in operating activities:
Stock issued for intellectual property - related party		-			-			1,000
Stock issued for director's services - related party		-			-			1,000
Stock issued for consulting services		2,000			-			7,000
Changes in operating assets and liabilities:
Decrease in Prepaid expenses		167			83			-
Increase (Decrease) in:
Accounts payable		(3,830	)		-			8,868
Net Cash Used In Operating Activities		(15,877	)		-			(44,518	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		-			-			47,233
Net Cash Provided By Financing Activities		-			-			47,233
Net Increase (Decrease) in Cash		(15,877	)		-			2,715
Cash - Beginning of Period		18,592			-			-
Cash - End of Period	$	2,715		$	-		$	2,715
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the Period for:
Taxes	$	-		$	-		$	-
Interest	$	-		$	-		$	-

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issued for future services - related party	$	-	$	1,000	$	-

See accompanying notes to unaudited financial statements

F-3

T.O.D. TASTE ON DEMAND INC.

(A Development Stage Company)

Notes to Financial Statements

September 30, 2008

(Unaudited)

Note 1 Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the full year.

The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the period ended June 30, 2008. The interim results for the period ended September 30, 2008 are not necessarily indicative of results for the full fiscal year.

Note 2 Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

T.O.D. Taste On Demand Inc. (the "Company"), was incorporated in Nevada on August 31, 2007.

The Company is developing a device that will allow drinkers of bottled water to choose one of a few flavors as they pour the water from the bottle into the glass.

Development Stage

The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include equity based financing and further implementation of the business plan. The Company has not generated any revenues since inception.

Risks and Uncertainties

The Company intends to operate in an industry that is subject to rapid technological change. The Company's operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks associated with a development stage company, including the potential risk of business failure.

F-4

T.O.D. TASTE ON DEMAND INC.

(A Development Stage Company)

Notes to Financial Statements

September 30, 2008

(Unaudited)

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America 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 from those estimates.

Cash

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. At September 30, 2008, the Company had no cash equivalents.

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At September 30, 2008 and June 30, 2008, respectively, there were no balances that exceeded the federally insured limit.

Earnings per Share

Basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. For the period from August 31, 2007 (inception) to September 30, 2008, the Company had no common stock equivalents that could potentially dilute future earnings (loss) per share; hence, a separate computation of diluted earnings (loss) per share is not presented, as the Company reflects a net loss and the effect of considering any common stock equivalents if outstanding would have been anti-dilutive.

Stock-Based Compensation

All share-based payments to employees will be recorded and expensed in the statement of operations as applicable under SFAS No. 123R “Share-Based Payment”. For the period from August 31, 2007 (inception) to September 30, 2008, the Company has not issued any stock based compensation to employees.

Non-Employee Stock Based Compensation

Stock-based compensation awards issued to non-employees for services are recorded at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in Emerging Issues Task Force Issue EITF No. 96-18, “Accounting for Deficit Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services” (“EITF 96-18”). For the period from August 31, 2007 (inception) to September 30, 2008, the Company has not issued any stock based compensation to third parties.

F-5

T.O.D. TASTE ON DEMAND INC.

(A Development Stage Company)

Notes to Financial Statements

September 30, 2008

(Unaudited)

Research and Development

The Company expenses all research and development costs as incurred.

Fair Value of Financial Instruments

The carrying amounts of the Company’s short-term financial instruments, including accounts payable, approximates fair value due to the relatively short period to maturity for this instrument.

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), which clarifies the principle that fair value should be based on the assumptions that market participants would use when pricing an asset or liability. It also defines fair value and established a hierarchy that prioritizes the information used to develop assumptions. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company does not expect SFAS No. 157 to have a material impact on its financial position, results of operations or cash flows.

In February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”), which permits entities to choose to measure many financial instruments and certain other items at fair value. The unrealized gains and losses on items for which the fair value option has been elected should be reported in earnings.  The decision to elect the fair value option is determined on an instrument-by-instrument basis, should be applied to an entire instrument and is irrevocable.  Assets and liabilities measured at fair values pursuant to the fair value option should be reported separately in the balance sheet from those instruments measured using other measurement attributes.  SFAS No. 159 is effective as of the beginning of the Company’s 2008 fiscal year. The adoption of SFAS No. 159 is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.

F-6

T.O.D. TASTE ON DEMAND INC.

(A Development Stage Company)

Notes to Financial Statements

September 30, 2008

(Unaudited)

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, changes in a parent’s ownership of a noncontrolling interest, calculation and disclosure of the consolidated net income attributable to the parent and the noncontrolling interest, changes in a parent’s ownership interest while the parent retains its controlling financial interest and fair value measurement of any retained noncontrolling equity investment. SFAS 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The adoption of SFAS No. 160 is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS 141R,“Business Combinations” (“SFAS 141R”), which replaces FASB SFAS 141,“Business Combinations”. This Statement retains the fundamental requirements in SFAS 141 that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. SFAS 141R defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control.  SFAS 141R will require an entity to record separately from the business combination the direct costs, where previously these costs were included in the total allocated cost of the acquisition.  SFAS 141R will require an entity to recognize the assets acquired, liabilities assumed, and any non-controlling interest in the acquired at the acquisition date, at their fair values as of that date.  This compares to the cost allocation method previously required by SFAS No. 141.  SFAS 141R will require an entity to recognize as an asset or liability at fair value for certain contingencies, either contractual or non-contractual, if certain criteria are met.  Finally, SFAS 141R will require an entity to recognize contingent consideration at the date of acquisition, based on the fair value at that date.  This Statement will be effective for business combinations completed on or after the first annual reporting period beginning on or after December 15, 2008.  Early adoption of this standard is not permitted and the standards are to be applied prospectively only.  Upon adoption of this standard, there would be no impact to the Company’s results of operations and financial condition for acquisitions previously completed.  The adoption of SFAS No. 141R is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.

In January 2008, the SEC released SAB No. 110, which amends SAB No. 107 which provided a simplified approach for estimating the expected term of a “plain vanilla” option, which is required for application of the Black-Scholes option pricing model (and other models) for valuing share options. At the time, the Staff acknowledged that, for companies choosing not to rely on their own historical option exercise data (i.e., because such data did not provide a reasonable basis for estimating the term), information about exercise patterns with respect to plain vanilla options granted by other companies might not be available in the near term; accordingly, in SAB No. 107, the Staff permitted use of a simplified approach for estimating the term of plain vanilla options granted on or before December 31, 2007. The information concerning exercise behavior that the Staff contemplated would be available by such date has not materialized for many companies. Thus, in SAB No. 110, the Staff continues to allow use of the simplified rule for estimating the expected term of plain vanilla options until such time as the relevant data becomes widely available. The Company does not expect its adoption of SAB No. 110 to have a material impact on its financial position, results of operations or cash flows.

F-7

T.O.D. TASTE ON DEMAND INC.

(A Development Stage Company)

Notes to Financial Statements

September 30, 2008

(Unaudited)

In March 2008, the FASB issued SFAS No. 161 “Disclosures about Derivative Instruments and Hedging Activities—An Amendment of FASB Statement No. 133.” (“SFAS 161”). SFAS 161 establishes the disclosure requirements for derivative instruments and for hedging activities with the intent to provide financial statement users with an enhanced understanding of the entity’s use of derivative instruments, the accounting of derivative instruments and related hedged items under Statement 133 and its related interpretations, and the effects of these instruments on the entity’s financial position, financial performance, and cash flows. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2008. The Company does not expect its adoption of SFAS 161 to have a material impact on its financial position, results of operations or cash flows.

In April 2008, the FASB issued FASB Staff Position (“FSP”) SFAS No. 142-3, “Determination of the Useful Life of Intangible Assets”. This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141R, and other GAAP. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The Company is currently evaluating the impact of SFAS FSP 142-3, but does not expect the adoption of this pronouncement will have a material impact on its financial position, results of operations or cash flows.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”).  SFAS 162 identifies the sources of accounting principles and the framework for selecting principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States.  This statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board’s amendments to AU section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Company is currently evaluating the impact of SFAS 162, but does not expect the adoption of this pronouncement will have a material impact on its financial position, results of operations or cash flows.

F-8

T.O.D. TASTE ON DEMAND INC.

(A Development Stage Company)

Notes to Financial Statements

September 30, 2008

(Unaudited)

In October 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market For That Asset Is Not Active” (“FSP FAS 157-3”), with an immediate effective date, including prior periods for which financial statements have not been issued.  FSP FAS 157-3 amends FAS 157 to clarify the application of fair value in inactive markets and allows for the use of management’s internal assumptions about future cash flows with appropriately risk-adjusted discount rates when relevant observable market data does not exist.  The objective of FAS 157 has not changed and continues to be the determination of the price that would be received in an orderly transaction that is not a forced liquidation or distressed sale at the measurement date.  The adoption of FSP FAS 157-3 is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption.

Note 3 Going Concern

As reflected in the accompanying financial statements, the Company has a net loss of $14,214, net cash used in operations of $15,877 for the three months ended September 30, 2008; and a working capital and stockholders’ deficit of $6,153, and a deficit accumulated during the development stage of $62,386 at September 30, 2008. In addition, the Company is in the development stage and has not yet generated any revenues. The ability of the Company to continue as a going concern is dependent on Management's plans, which include potential asset acquisitions, mergers or business combinations with other entities, further implementation of its business plan and continuing to raise funds through debt or equity raises. The accompanying 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. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 Stockholders’ Equity (Deficit)

In September 2007, the Company issued an aggregate 1,000,000 shares of common stock, having a fair value of $1,000 ($0.001/share), to its Chairman, CEO and Director for the acquisition of certain intellectual property (“IP”). The IP was received under an assignment agreement pertaining to the product known as "Taste on Demand" to the Company. Pursuant to Staff Accounting Bulletin Topic 5(G),“Transfers of Nonmonetary Assets by Promoters or Shareholders”, the patent was contributed to the Company at its historical cost basis of $0 as determined under generally accepted accounting principles. The Company expensed this stock issuance as a component of research and development.

F-9

T.O.D. TASTE ON DEMAND INC.

(A Development Stage Company)

Notes to Financial Statements

September 30, 2008

(Unaudited)

In September 2007, the Company issued 2,000,000 shares of common stock to its founders for $20,000 ($0.01/share).

In September 2007, the Company issued 100,000 shares of common stock, having a fair value of $1,000 ($0.01/share), based upon the recent cash offering price, to its Director, in consideration for future services. The Company amortized the related compensation on a quarterly basis over a one-year period. The Company has expensed $1,000 for the period from August 31, 2007 (inception) to September 30, 2008.

During October, November and December 2007, the Company issued an aggregate 544,400 shares of common stock to third party investors under a private placement offering for $27,233 ($0.05/share).

In November 2007, the Company issued 10,000 shares of common stock, having a fair value of $500 ($0.05/share), based upon the recent cash offering price, for consulting services.

In February 2008, the Company issued 40,000 shares of common stock, having a fair value of $2,000 ($0.05/share), based upon the recent cash offering price, for consulting services.

In May 2008, the Company issued 17,857 shares of common stock, having a fair value of $2,500 ($0.14/share), based upon the fair value of the services provided, for consulting services. Under EITF No. 96-18 and APB No. 29, “Accounting for Nonmonetary Transactions”, fair value of the services provided reflect a more readily determinable fair value than the shares issued in recent cash transactions with third parties. The exchange of these non-monetary assets did not result in a gain or loss. The Company expensed this stock issuance as a component of research and development.

In July 2008, the Company issued 14,286 shares of common stock, having a fair value of $2,000 ($0.14/share), based upon the fair value of the services provided, for consulting services. Under EITF No. 96-18 and APB No. 29, “Accounting for Nonmonetary Transactions”, fair value of the services provided reflect a more readily determinable fair value than the shares issued in recent cash transactions with third parties. The exchange of these non-monetary assets did not result in a gain or loss. The Company expensed this stock issuance as a component of research and development.

Note 5 Subsequent Events

On November 10, 2008, the Company’s articles of incorporation were amended to change the authorized number of shares of its common stock from 65,000,000 shares to 160,000,000 shares of $0.001 par value, common stock.

In November 2008, the Company completed a private offering to two of its stockholders, pursuant to which it sold an aggregate of 80,000 shares of common stock for $11,200 ($0.14/share).

F-10

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

As used in this Quarterly Report on Form 10-Q (this “Report”), references to the “Company,” “TOD,” “we,” “our” or “us” refer to T.O.D. Taste on Demand Inc. unless the context otherwise indicates.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements and the notes thereto included elsewhere in this report and with the Management’s Discussion and Analysis or Plan of Operations and the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2008.

Forward-Looking Statements

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates, forecasts and projections about us, our future performance, the industry in which we operate, our beliefs and our management’s assumptions. In addition, other written or oral statements that constitute forward-looking statements may be made by us or on our behalf. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to assess. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.  Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, we do not have any intention or obligation to update publicly any forward-looking statements or risk factors included herein, whether as a result of new information, future events, changes in assumptions or otherwise.

Our Business

We were incorporated in the State of Nevada on August 31, 2007. We are a development stage company and from our inception to date, we have not generated any revenue from operations.

Our goal is to develop a special device that will allow drinkers of bottled water to choose from certain selected flavors and make their own drink by virtue of pouring the water from the bottle through our filter cork.

On January 30, 2008 we filed a registration statement on Form SB-2 which was declared effective on February 14, 2008. As a result we became a reporting company. On July 25, 2008, our stock began trading on the Over the Counter Bulletin Board under the symbol TODT.OB.

Effective on November 10, 2008, our articles of incorporation have been amended to increase the authorized number of shares of our common stock from 65,000,000 shares to 160,000,000 shares.

Our vision is to develop our products that will become widely accepted in the market. Our growth may be achieved through licensing the technology, or direct manufacturing and distribution of our products. Therefore we plan to focus in the coming months on the development of the T.O.D. Cork and the application for flavoring water through capsules. We will aim to create a prototype of the T.O.D. Cork as well as the required capsules in four flavors within 6 months. As soon as we create a first prototype we plan to evaluate distribution methods and geographical markets and explore the following options in order to generate revenue: getting into manufacturing and distribution of our products or licensing the technology to companies such as beverages, and mineral water producers.

Results of Operations

We have not had any revenues from operations since our inception on August 31, 2007. We have accumulated a net loss of $14,214, for the three months ended September 30, 2008 and $62,386 for the period from August 31, 2007 (inception) to September 30, 2008 compared with $83 for the period from August 31, 2007 (inception) to September 30, 2007. This negative cash flow is mostly attributable to our operating expenses which amounted to $14,288 for the three months ended September 30, 2008, $63,156 for the period from August 31, 2007 (inception) to September 30, 2008 compared with $83 for the period from August 31, 2007 (inception) to September 30, 2007. During the 3 months ended September 30, 2008, our operating expenses were attributed to general and administrative expenses, mainly in connection with payment for accounting, printer services, transfer agent and legal fees and research and development fees, mainly in connection with the development of a prototype for our T.O.D. Cork and protection of our related intellectual property rights. Since inception and until September 30, 2008, we spent $49,224 in general and administrative expenses, including but not limited to, expenses related to our formation, audit and legal fees and $13,932 in research and development We anticipate that our research and development related expenses will increase as we intend to develop the T.O.D. Cork along with its first application that is designed to flavor water.

Liquidity and Capital Resources

As of September 30, 2008, we had cash of $2,715, compared with $18,592 that we had as of June 30, 2008. Our cash is not sufficient to provide for the basic operation expenses and maintenance costs for the next 12 months. On November 10, 2008, in a private placement made pursuant to the exemption from the registration requirements of the Act provided by Regulations S and D, we sold an aggregate of 80,000 shares of our common stock, par value $0.001 to two of our existing shareholders, for the purchase price of $0.14 per share for aggregate consideration of $11,200. This amount will allow us to cover our expenses through the end of the fiscal quarter ended December 31, 2008.

12

Our future success and ability to generate sufficient revenues to support our operation depends on the successful development and commercialization of our T.O.D. Cork. We expect to incur a minimum of $100,000 in expenses during the next twelve months of operations. In order to have sufficient cash to meet our anticipated requirements for the next twelve months, we may be dependent upon our ability to obtain additional financing. We could therefore be required to seek additional financing to pay for our expenses. We may have to borrow funds from time to time. There can be no assurance that we will be able to obtain such additional financing at acceptable terms to us, or at all. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Our inability to raise funds will have a severe negative impact on our ability to remain a viable company.

Going Concern Consideration

The Company had a net loss of $14,214 and net cash used in operating activities of $15,877 for the three months ended September 30, 2008. In addition, we have an accumulated deficit during the development stage of $62,386 as of September 30, 2008. At September 30, 2008, due to numerous negative indicators such as a loss from operations, net cash used in operations, and a deficit accumulated during the development stage, there are concerns regarding our ability to continue as a going concern. Our financial statements included in this report, as well as the audited financial statements included in our Registration Statement on Form SB-2 (Registration No. 333-148928) for the period ended November 30, 2007 and the audited financial statements included in our Annual Report for the fiscal year ended June 30, 2008, contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Smaller reporting companies are not required to provide the information required by Item 305.

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Item 4T. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our principal executive and financial officer has reviewed the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) within the end of the period covered by this Quarterly Report on Form 10-Q and has concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our principal executive and financial officer.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 1A. Risk Factors.

There have been no material changes to the risks to our business described in our Registration Statement on Form SB-2 and Annual Report on Form 10-K, for the fiscal year ended June 30, 2008, filed with the Securities and Exchange Commission on January 30, 2008 and October 14, 2008, respectively.

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

In July 2008, pursuant to the terms of a consulting agreement filed as exhibit 10.1 to our Current Report on Form 8-K on July 16, 2008, we issued 14,286 shares of our common stock to a consultant in consideration for services. The issuance was exempt from registration under Regulation S of the Securities Act of 1933, as amended (the “Act”).

On November 10, 2008, in a private placement made pursuant to the exemption from the registration requirements of the Act provided by Regulations S and D, we sold an aggregate of 80,000 shares of our common stock, par value $0.001 to Kaeyo Investments Ltd and Orit Wolkin, two of our existing shareholders, for the purchase price of $0.14 per share or the aggregate consideration of $11,200. As a result of such investment, as of November 10, 2008, Kaeyo Investments Ltd. owns 1,040,000 shares, or 27.32% of our issued and outstanding shares, and Orit Wolkin owns 540,000 shares, or 14.18%.

Item 3. Defaults upon Senior Securities.

None.

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

On August 4, 2008, the Company received a written consent in lieu of a meeting of stockholders (the “Written Consent”) from the holders of 2,000,000 (representing 53.6%) of the issued and outstanding shares of our Common Stock. The Written Consent adopted the following resolution, which authorized the Company to amend the Company’s Articles of Incorporation for the purpose of increasing the number of authorized shares of common stock from 65,000,000 shares, par value $0.001 per share, to 160,000,000 shares, par value $0.001 per share.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit No.	Description
3.1	Composite Copy of the Company's Articles of Incorporation as amended on November 10, 2008.
10.1	Consulting Agreement dated as of July 11, 2008 (incorporated by reference to exhibit 10.1 of our Current Report on Form 8-K filed on July 16, 2008).
31.1	Certification of Principal Executive and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

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

	T.O.D. TASTE ON DEMAND INC.
November 12, 2008
	By:	/s/  David Katzir
	Name:	David Katzir
	Title:	President, Treasurer, and Director (Principal Executive and Financial Officer)

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EX-3.1

  
    
      Unassociated Document





  
    

EX-31.1

EXHIBIT 31.1

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

David Katzir, the President, Treasurer, and Director of T.O.D. Taste on Demand Inc. (the “Company”), certifies, under the standards set forth and solely for the purposes of 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge, the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended September 30, 2008, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in that Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

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

Date: November 12, 2008

By:	/s/  David Katzir
Name:	David Katzir
Title:	President, Treasurer, and Director (Principal Executive and Financial Officer)