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 March 31, 2012
[  ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from __________ to__________
	Commission File Number: 333-170155

Thompson Designs, Inc.

(Exact name of registrant as specified in its charter)

Nevada	59-3843182
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

3315 East Russell Road, Ste. A-4 129, Las Vegas, Nevada 89120

(Address of principal executive offices)

(702) 499-3209

(Registrant’s telephone number)

___________________________

(Former name, former address and former fiscal year, if 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 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 [X] Yes [ ] 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 [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.

[ ] Large accelerated filer Accelerated filer	[ ] Non-accelerated filer
[X] Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 9,000,000 common shares as of May 10, 2012.

	TABLE OF CONTENTS
		Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	5
Item 4:	Controls and Procedures	5
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	6
Item 1A:	Risk Factors	6
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	6
Item 3:	Defaults Upon Senior Securities	6
Item 4:	Mine Safety Disclosures	6
Item 5:	Other Information	6
Item 6:	Exhibits	6

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our financial statements included in this Form 10-Q are as follows:

F-1	Balance Sheets as of March 31, 2012  and September 30, 2011 (unaudited)
F-2	Statements of Operations for the three and six months ended March 31, 2012 and 2011, and period from August 30, 2010 (Inception) to March 31, 2012 (unaudited)
F-3	Statements of Cash Flows for the six months ended March 31, 2012 and 2011, and period from August 30, 2010 (Inception) to March 31, 2012 (unaudited)
F-4	Notes to Financial Statements

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended March 31, 2012 are not necessarily indicative of the results that can be expected for the full year.

3

THOMPSON DESIGNS, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS (unaudited)

As of March 31, 2012 and September 30, 2011

ASSETS	March 31, 2012			September 30, 2011
Current assets
Cash and equivalents	$	7,641		$	15,589
Total current assets		7,641			15,589
Property and equipment, net of accumulated depreciation of $ 309 ( September 30- $207)		311			413
Total assets	$	7,952		$	16,002
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current Liabilities
Accrued expenses	$	57,204		$	58,652
STOCKHOLDERS’ DEFICIT
Preferred Stock-$.001 par value, 10,000,000 shares authorized, -0- shares issued and outstanding
Common stock, $.001 par value, 90,000,000 shares authorized, 9,000,000 shares issued and outstanding		9,000			9,000
Additional paid in capital		13,000			13,000
Deficit accumulated during the development stage		(71,252	)		(64,650	)
Total stockholders’ deficit		(49,252	)		(42,650	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	7,952		$	16,002

See accompanying notes to financial statements.

F-1

THOMPSON DESIGNS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS (unaudited)

For the three and six months ended March 31, 2012 and 2011

For the period from August 30, 2010 (Date of Inception) through March 31, 2012

	Three months ended March 31, 2012			Three months ended March 31, 2011			Six months ended March 31, 2012			Six months ended March 31, 2011			Inception (August 30, 2010) through March 31, 2012
REVENUES	$	0		$	0		$	0		$	0		$	0
OPERATING EXPENSES
Professional fees		5,250			1,000			6,500		$	2,500		$	67,952
General and administrative		51			1,088			104			2,363			3,300
TOTAL OPERATING EXPENSES		5,301			2,088			6,602			4,863			71,252
Net loss and comprehensive loss	$	(5,301	)	$	(2,088	)	$	(6,602	)	$	(4,863	)	$	(71,252	)
Net loss per share:
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding:
Basic and diluted		9,000,000			7,666,666			9,000,000			7,333,333

See accompanying notes to financial statements.

F-2

THOMPSON DESIGNS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS (unaudited)

For the six months ended March 31, 2012 and 2011

For the period from August 30, 2010 (Date of Inception) through March 31, 2012

	Six months ended March 31, 2012			Six months ended March 31, 2011			Inception (August 30, 2010) through March 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss and comprehensive loss	$	(6,602	)	$	(4,863	)	$	(71,252	)
Adjustments to reconcile net income to net cash provided by operations
Depreciation		102			104			309
Change in non-cash working capital items
Increase (decrease) in accrued expenses		(1,448	)		(1,000	)		57,204
CASH FLOWS USED IN OPERATING ACTIVITIES		(7,948	)		(5,759	)		(13,739	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		0			(620	)		(620	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		0			15,000			22,000
NET INCREASE (DECREASE) IN CASH		(7,498	)		8,621			7,641
Cash, beginning of period		15,589			7,000			—
Cash, end of period	$	7,641		$	15,621		$	7,641
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—

See accompanying notes to financial statements.

F-3

THOMPSON DESIGNS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS (unaudited)

March 31, 2012

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared by Thompson Designs, Inc. (“Thompson” and the “Company”) pursuant to the rules and regulations of the United States Securities and Exchange Commission.  Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included.  Such adjustments consist of normal recurring adjustments.  These interim financial statements should be read in conjunction with the audited financial statements of the Company for the fiscal year ended September 30, 2011.  The results of operations for the six months ended March 31, 2012 are not indicative of the results that may be expected for the full year.

Thompson Designs, Inc. was incorporated in Nevada on August 30, 2010. Thompson is a development stage company and has not yet realized any revenues from its planned operations. Thompson is currently in the business of designing and building custom signs for residential and commercial properties.

Development Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to accounting and reporting by development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

Fair Value of Financial Instruments

Thompson Designs’ financial instruments consist of cash and accrued professional fees. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Concentrations of Credit Risk

The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

F-4

THOMPSON DESIGNS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS (unaudited)

March 31, 2012

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of March 31, 2012.

Stock-Based Compensation

The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values.  The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. There has been no stock-based compensation issued to employees.

The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees.  In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined.   There has been no stock-based compensation issued to non-employees.

Property and Equipment

Capital assets are recorded at cost and depreciated over their estimated useful life on a straight line basis over a three year period.

Cash and Cash Equivalents

TheCompanyconsidersallhighlyliquidinvestmentswiththeoriginalmaturitiesofthreemonthsorlessto be cash equivalents. At March 31, 2012 and September 30, 2011, the Company had $7,641 and $15,589 of unrestricted cash to be used for future business operations.

F-5

THOMPSON DESIGNS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS (unaudited)

March 31, 2012

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of March 31, 2012, there have been no interest or penalties incurred on income taxes.

Recent Accounting Pronouncements

Thompson does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 2 – COMMON STOCK

The Company has 90,000,000 shares of $0.001 par value common stock authorized.

On September 17, 2010, the Company sold 7,000,000 common shares, par value $0.001 to the founder for cash proceeds of $7,000.

On February 22, 2011, the Company closed a public offering in which it sold 2,000,000 common shares for proceeds of $15,000.

The Company has 10,000,000 shares of $ 0.001 par value preferred stock authorized. There are no preferred shares issued and outstanding as of March 31, 2012.

As of March 31, 2012, the Company has no warrants or options outstanding.

NOTE 3 – INCOME TAXES

The provision for Federal income tax consists of the following:

	March 31, 2012			March 31, 2011
Federal income tax attributable to:
Current Operations	$	2,245		$	1,650
Less: valuation allowance		(2,245	)		(1,650	)
Net provision for Federal income taxes	$	—		$	—

F-6

THOMPSON DESIGNS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS (unaudited)

March 31, 2012

NOTE 3 – INCOME TAXES (continued)

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

	March 31, 2012			September 30, 2011
Deferred tax asset attributable to:
Net operating loss carryover	$	24,226		$	21,981
Less: valuation allowance		(24,226	)		(21,981	)
Net deferred tax asset	$	—		$	—

At March 31, 2012, Thompson had an unused net operating loss carryover approximating $71,200 that is available to offset future taxable income; it expires beginning in 2030.

NOTE 4 – COMMITMENTS

Thompson neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

NOTE 5- LIQUIDITY AND GOING CONCERN

Thompson Designs has not generated any revenues, has limited working capital and has suffered a loss from operations. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

The ability of Thompson Designs to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations or acquiring or merging with a profitable company. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirements; however, there can be no assurance the Company will be successful in these efforts.

NOTE 6 – SUBSEQUENT EVENTS

The Company has analyzed its operations subsequent to March 31, 2012 through the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose. 

F-7

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

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

We were incorporated as Thompson Designs, Inc. on August 30, 2010 in the State of Nevada for the purpose of designing, producing, and installing custom-made property signage for residential and commercial customers.  We are in the development stage of our business and we have not generated any sales revenue to date. The development budget for our business consists of planned expenditures for certain materials and equipment, for marketing of our products, for contract labor on as as-needed basis, and for legal and accounting expenses. Due to certain demands on the business time of our sole officer and director, Kade Thompson, implementation of our business plan has been delayed. Pending Mr. Thompson’s greater availability, we intend to pursue the active marketing and development of our planned signage business in late 2012.

Results of operations for the three and six months ended March 31, 2012 and 2011, and for the period from August 30, 2010 (date of inception) through March 31, 2012.

We have not earned any revenues since the inception of our current business operations. We incurred expenses and a net loss in the amount of $5,301 for the three months ended March 31, 2012, compared to expenses and a net loss of $2,088 for the three months ended March 31, 2011. We incurred expenses and a net loss in the amount of $6,602 for the six months ended March 31, 2012, compared to expenses and a net loss of $4,863 for the six months ended March 31, 2011. We have incurred total expenses and a net loss of $71,252 from inception on August 30, 2010 through March 31, 2012.

Our losses are attributable to operating expenses together with a lack of any revenues. We anticipate our operating expenses will increase as we continue with our plan of operations.

Liquidity and Capital Resources

As of March 31, 2012, we had current assets in the amount of $7,641, consisting entirely of cash. Our current liabilities as of March 31, 2012, were $57,204. Thus, we had a working capital deficit of $49,563 as of March 31, 2012.

We have not attained profitable operations and may be dependent upon obtaining financing in order to pursue significant promotion and development of our planned signage business. There can be no assurance that additional financing will be available to us when needed or on terms that are acceptable.

4

Off Balance Sheet Arrangements

As of March 31, 2012, there were no off balance sheet arrangements.

Going Concern

As discussed in the notes to our financial statements, we have no established source of revenue.  This has raised substantial doubt for our auditors about our ability to continue as a going concern.  Without realization of additional capital, it would be unlikely for us to continue as a going concern.

Our activities to date have been supported by equity financing.  Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan. 

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Currently, we do not believe that any accounting policies fit this definition.

Recently Issued Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2012. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Kade Thompson. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2012, our disclosure controls and procedures are not effective. There have been no changes in our internal controls over financial reporting during the quarter ended March 31, 2012.

Management determined that the material weaknesses that resulted in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed due to the lack of staff and resources.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

5

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.   Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A:Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

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

None

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

6

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.

	Thompson Designs, Inc.
Date:	May 14, 2012
	By: /s/ Kade Thompson Kade Thompson Title:    Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director

7

EX-31.1

CERTIFICATIONS

I, Kade Thompson, certify that;

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2012 of Thompson Designs, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state 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 report;

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

4. The registrant’s other certifying officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, 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. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c. Evaluated the effectiveness of the registrant’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

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.

Date: May 14, 2012

/s/ Kade Thompson

By: Kade Thompson

Title: Chief Executive Officer

EX-31.2

CERTIFICATIONS

I, Kade Thompson, certify that;

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2012 of Thompson Designs, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state 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 report;

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

4. The registrant’s other certifying officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, 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. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c. Evaluated the effectiveness of the registrant’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

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.

Date: May 14, 2012

/s/ Kade Thompson

By: Kade Thompson

Title: Chief Financial Officer

EX-32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly Report of Thompson Designs, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2012 filed with the Securities and Exchange Commission (the “Report”), I, Kade Thompson, Chief Executive Officer and Chief Financial 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:

1. The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.

By:	/s/ Kade Thompson
Name:	Kade Thompson
Title:	Principal Executive Officer, Principal Financial Officer and Director
Date:	May 14, 2012

This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Note 4: COMMITMENTS

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements

COMMITMENTS

Thompson neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

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Note 3: INCOME TAXES

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements

INCOME TAXES

The provision for Federal income tax consists of the following:

	March 31, 2012			March 31, 2011
Federal income tax attributable to:
Current Operations	$	2,245		$	1,650
Less: valuation allowance		(2,245	)		(1,650	)
Net provision for Federal income taxes	$	—		$	—

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

	March 31, 2012			September 30, 2011
Deferred tax asset attributable to:
Net operating loss carryover	$	24,226		$	21,981
Less: valuation allowance		(24,226	)		(21,981	)
Net deferred tax asset	$	—		$	—

At March 31, 2012, Thompson had an unused net operating loss carryover approximating $71,200 that is available to offset future taxable income; it expires beginning in 2030.

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Balance Sheets (USD $)	Mar. 31, 2012	Sep. 30, 2011
Current assets
Cash and equivalents	$ 7,641	$ 15,589
Total current assets	7,641	15,589
Property and equipment, net of accumulated depreciation of $ 309 ( September 30- $207)	311	413
Total assets	7,952	16,002
Current Liabilities
Accrued expenses	57,204	58,652
STOCKHOLDERS DEFICIT
Common stock, $.001 par value, 90,000,000 shares authorized, 9,000,000 shares issued and outstanding	9,000	9,000
Additional paid in capital	13,000	13,000
Deficit accumulated during the development stage	(71,252)	(64,650)
Total stockholders deficit	(49,252)	(42,650)
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT	$ 7,952	$ 16,002

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Note 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared by Thompson Designs, Inc. (“Thompson” and the “Company”) pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim financial statements should be read in conjunction with the audited financial statements of the Company for the fiscal year ended September 30, 2011. The results of operations for the six months ended March 31, 2012 are not indicative of the results that may be expected for the full year.

Thompson Designs, Inc. was incorporated in Nevada on August 30, 2010. Thompson is a development stage company and has not yet realized any revenues from its planned operations. Thompson is currently in the business of designing and building custom signs for residential and commercial properties.

Development Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to accounting and reporting by development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

Fair Value of Financial Instruments

Thompson Designs’ financial instruments consist of cash and accrued professional fees. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Concentrations of Credit Risk

The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of March 31, 2012.

Stock-Based Compensation

The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. There has been no stock-based compensation issued to employees.

The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. There has been no stock-based compensation issued to non-employees.

Property and Equipment

Capital assets are recorded at cost and depreciated over their estimated useful life on a straight line basis over a three year period.

Cash and Cash Equivalents

The Companyconsiders allhighly liquidinvestments withthe originalmaturitiesofthree monthsorlessto be cash equivalents. At March 31, 2012 and September 30, 2011, the Company had $7,641 and $15,589 of unrestricted cash to be used for future business operations.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of March 31, 2012, there have been no interest or penalties incurred on income taxes.

Recent Accounting Pronouncements

Thompson does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

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Note 2: COMMON STOCK

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements

COMMON STOCK

The Company has 90,000,000 shares of $0.001 par value common stock authorized.

On September 17, 2010, the Company sold 7,000,000 common shares, par value $0.001 to the founder for cash proceeds of $7,000.

On February 22, 2011, the Company closed a public offering in which it sold 2,000,000 common shares for proceeds of $15,000.

The Company has 10,000,000 shares of $ 0.001 par value preferred stock authorized. There are no preferred shares issued and outstanding as of March 31, 2012.

As of March 31, 2012, the Company has no warrants or options outstanding.

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Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2012	Sep. 30, 2011
Statement of Financial Position [Abstract]
Preferred Stock, Par Value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Issued	0	0
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	90,000,000	90,000,000
Common Stock, Issued	9,000,000	9,000,000

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Document and Entity Information	3 Months Ended
	Mar. 31, 2012	May 10, 2012
Document And Entity Information
Entity Registrant Name	THOMPSON DESIGNS INC
Entity Central Index Key	0001504167
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		9,000,000
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2012

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Statements of Operations (USD $)	3 Months Ended		6 Months Ended		19 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012
REVENUES	$ 0	$ 0	$ 0	$ 0	$ 0
OPERATING EXPENSES
Professional fees	5,250	1,000	6,500	2,500	67,952
General and administrative	51	1,088	104	2,363	3,300
TOTAL OPERATING EXPENSES	5,301	2,088	6,602	4,863	71,252
Net loss and comprehensive loss	$ (5,301)	$ (2,088)	$ (6,602)	$ (4,863)	$ (71,252)
Net loss per share: Basic and diluted	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted average shares outstanding: Basic and diluted	9,000,000	7,666,666	9,000,000	7,333,333

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Note 6: SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements

SUBSEQUENT EVENTS

The Company has analyzed its operations subsequent to March 31, 2012 through the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose.

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Statements of Cash Flows (USD $)	6 Months Ended		19 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss and comprehensive loss	$ (6,602)	$ (4,863)	$ (71,252)
Adjustments to reconcile net income to net cash provided by operations
Depreciation	102	104	309
Change in non-cash working capital items
Increase (decrease) in accrued expenses	(1,448)	(1,000)	57,204
CASH FLOWS USED IN OPERATING ACTIVITIES	(7,948)	(5,759)	(13,739)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	0	(620)	(620)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock	0	15,000	22,000
NET INCREASE (DECREASE) IN CASH	(7,498)	8,621	7,641
Cash, beginning of period	15,589	7,000
Cash, end of period	7,641	15,621	7,641
Interest paid
Income taxes paid

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Note 5: LIQUIDITY AND GOING CONCERN

3 Months Ended

Mar. 31, 2012

Notes to Financial Statements

LIQUIDITY AND GOING CONCERN

Thompson Designs has not generated any revenues, has limited working capital and has suffered a loss from operations. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

The ability of Thompson Designs to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations or acquiring or merging with a profitable company. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirements; however, there can be no assurance the Company will be successful in these efforts.