10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2012
Or
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 333-174941
Mister Goody, Inc.
(Exact name of registrant as specified in its charter)
Florida		27-5414480
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
7877 Emerald Winds Circle Boynton Beach, Florida		33473
(Address of principal executive offices)		(Zip Code)
561-396-0554
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the 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. Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Date 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. 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	¨	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 ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 59,740,000 shares of common stock as of November 14, 2012.

Mister Goody, Inc.

Table of Contents

	Page
PART I – FINANCIAL INFORMATION	1
Item 1. Condensed Consolidated Financial Statements:	2
Condensed Consolidated Balance Sheets (unaudited)	2
Condensed Consolidated Statements of Operations (unaudited)	3
Condensed Consolidated Statements of Cash Flows (unaudited)	4
Notes to Condensed Consolidated Financial Statements (unaudited)	5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3. Quantitative and Qualitative Disclosure About Market Risk	11
Item 4. Controls and Procedures	11
PART II – OTHER INFORMATION	12
Item 1. Legal Proceedings.	12
Item 1A. Risk Factors.	12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3. Defaults Upon Senior Securities	12
Item 4. (Removed and Reserved)	12
Item 5. Other Information.	12
Item 6. Exhibits	13
SIGNATURES	14

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PART I – FINANCIAL INFORMATION

Forward-Looking Information

This report on Form 10-Q contains forward-looking statements. Forward-looking statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,” “will,” “could” and similar expressions denoting uncertainty or an action that may, will or is expected to occur in the future. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements.

Examples of forward-looking statements include:

· the timing of the development of future products;

· projections of costs, revenue, earnings, capital structure and other financial items;

· statements of our plans and objectives;

· statements regarding the capabilities of our business operations;

· statements of expected future economic performance;

· statements regarding competition in our market; and

· assumptions underlying statements regarding us or our business.

The ultimate correctness of these forward-looking statements depends upon a number of known and unknown risks and events. We discuss our known material risks under “Risk Factors” contained in the Company’s Registration Statement on Form S-1. Many factors could cause our actual results to differ materially from the forward-looking statements. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

The forward-looking statements speak only as of the date on which they are made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

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Mister Goody, Inc.

Consolidated Balance Sheets

	September 30,			March 31,
	2012			2012
	(unaudited)
Assets
Cash	$	10,018		$	133,804
Other current assets		-			20
Total current assets		10,018			133,824
Equity investment		60,598			-
Total assets	$	70,616		$	133,824
Liabilities and Stockholders' Equity
Liabilities:
Accounts payable	$	-		$	2,500
Total liabilities		-			2,500
Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized, 0 shares issued and outstanding		-			-
Common stock, $0.001 par value, 200,000,000 shares authorized, 59,740,000 shares issued and outstanding		59,740			60,240
Paid-in capital		325,331			276,307
Accumulated deficit		(314,455	)		(205,223	)
Total stockholders' equity		70,616			131,324
Total liabilities and stockholders' equity	$	70,616		$	133,824

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

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Mister Goody, Inc.

Consolidated Statements of Operations

(unaudited)

	Three Months Ended September 30,						Six Months Ended September 30,
	2012			2011			2012			2011
Net revenues	$	109		$	-		$	3,109		$	-
Cost of goods sold		-			-			-			-
Gross profit		109			-			3,109			-
Operating expenses:
General and administrative		(20,905	)		(22,873	)		(92,542	)		(40,636	)
Management services		(397	)		(33,025	)		(15,397	)		(63,450	)
Total operating expenses		(21,302	)		(55,898	)		(107,939	)		(104,086	)
Operating loss		(21,193	)		(55,898	)		(104,830	)		(104,086	)
Other (expense) income:
Equity loss in earnings of unconsolidated affiliate		(4,402	)		-			(4,402	)		-
Total other expense		(4,402	)		-			(4,402	)		-
Net loss	$	(25,595	)	$	(55,898	)	$	(109,232	)	$	(104,086	)
Net loss per share:
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding:
Basic and diluted		59,740,000			60,240,000			59,742,732			60,166,230

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

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Mister Goody, Inc.

Statements of Consolidated Cash Flows

(unaudited)

	Six Months Ended September 30,
	2012			2011
Cash flows from operating activities:
Net loss	$	(109,232	)	$	(104,086	)
Adjustments to reconcile net loss to net cash used in  operating activities:
Non-cash stock compensation expense		48,524			2,504
Other current assets		20			-
Accounts payable and accrued liabilities		(2,500	)		-
Net cash used in operating activities		(63,188	)		(101,582	)
Cash flows from financing activities:
Proceeds from issuance of common stock		-			18,000
Net cash provided by financing activities		-			18,000
Cash flows from investing activities:
Equity investment		(60,598	)		-
Net cash used in investing activities		(60,598	)		-
Change in cash		(123,786	)		(83,582	)
Cash, beginning of period		133,804			301,128
Cash, end of period	$	10,018		$	217,546

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

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Note 1:  Organization and Basis of Presentation

Mister Goody, Inc. (“the Company”) was incorporated on March 1, 2011 in the State of Florida.  The Company’s wholly owned subsidiaries consist of Mister Goody Deals, LLC and Mister Goody Freelancers, LLC.  The Company’s Consolidated Financial Statements include the accounts of Mister Goody, Inc. and our wholly owned subsidiaries (“Mister Goody”).  Our Consolidated Financial Statements reflect the elimination of all significant inter-company accounts and transactions.

The Company was incorporated to develop an online marketplace and cause-marketing services designed to help businesses increase their brand awareness and sales. Due to a lack of sufficient revenue that resulted from this business plan, on August 24, 2012, the Company’s Board of Directors (the “Board”) determined that it was in the Company’s stockholders best interest to refocus the business activities in a manner which could more fully enhance stockholder value. The Company decided to no longer pursue their online marketplace and cause-marketing services and enter into an agreement with The Naked Edge, LLC (“Naked Edge”).  On August 24, 2012, the Company completed the purchase of 50% of Naked Edge Common Units for $65,000. At that time, the Company also received an option to acquire 33.33% of Naked Edge Preferred Units for $85,000 on or before August 24, 2013 (“Option”).  The Common Units provide Mister Goody with 50% of the voting rights and 20% of the economic rights of Naked Edge. If the Company exercises the option in the future, the Preferred Units would provide Mister Goody with an additional 20% of the economic rights of Naked Edge.  The Company has accounted for this investment under the equity method of accounting.

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal and recurring adjustments considered necessary for a fair statement, have been included. The reported results of operations are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes for year ended March 31, 2012.

Note 2:  Going Concern

The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern.  The Company has incurred losses, has had negative operating cash flows since inception, and has had minimal revenues.  The future of the Company is dependent upon future profitable operations and the development of the business plan.  Management expects to need to raise additional funds via equity offerings; however, no assurances can be given that we will obtain access to capital markets in the future or that adequate financing to satisfy the cash requirements of implementing our business strategies will be available on acceptable terms.   

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

Note 3:  Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities from date of purchase of three months or less to be cash equivalents. Cash consists of deposit with domestic banks which are insured by the Federal Deposit Insurance Corporation (FDIC). Special insurance coverage applies to deposits maintained in non-interest bearing transaction accounts beginning December 31, 2010 and ending December 31, 2012. Under such special coverage, balances maintained in non-interest bearing transaction accounts are insured in full by the FDIC.

Partially Owned Equity Affiliates

Partially owned equity affiliates are accounted for under the equity method of accounting. Equity method investments are recorded at cost and are adjusted periodically to recognize the Company's proportionate share of the affiliate's income or loss, additional contributions made and dividends and capital distributions received. In the event any of the partially owned equity affiliates were to incur a loss and the Company's cumulative proportionate share of the loss exceeded the carrying amount of the equity method investment, application of the equity method would be suspended and the Company's proportionate share of further losses would

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not be recognized until the Company committed to provide further financial support to the affiliate. The Company would resume application of the equity method once the affiliate becomes profitable and the Company's proportionate share of the affiliate's earnings equals the Company's cumulative proportionate share of losses that were not recognized during the period the application of the equity method was suspended.

The amount of the difference between the Company’s investment costs and the underlying equity in net asset is treated as goodwill, which is evaluated for impairment on a regular basis.

Revenue Recognition

The Company recognizes revenue from its services when it is probable that the economic benefits associated with the transactions will flow to the Company and the amount of revenue can be measured reliably. This is normally demonstrated when: (i) persuasive evidence of an arrangement exists; (ii) the fee is fixed or determinable; (iii) performance of service has been delivered; and (iv) collection is reasonably assured.

Net Loss per Share

Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. As the Company is in a net loss position, there are no outstanding potentially dilutive securities that would cause diluted earnings per share to differ from basic earnings per share.

Income Taxes

The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company has established a valuation allowance for all deferred tax assets (consisting of net operating loss carry-forwards and stock compensation) as of September 30, 2012 as it has not determined that such assets are likely to be realized.

Management has conducted an evaluation of the Company's tax positions taken on returns that remain subject to examination and has concluded that there are no uncertain tax positions, as defined in ASC 740, that require recognition or disclosure in the financial statements.

Fair Value of Financial Instruments

U.S. GAAP establishes a fair value hierarchy which has three levels based on the reliability of the inputs to determine the fair value. These levels include: Level 1, defined as inputs such as unadjusted quoted prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for use when little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company’s financial instruments consist of cash. The carrying amount of each of these approximates fair value because of the short-term nature of the item.

Note 4: Recently Issued Accounting Pronouncements

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820) (“ASU 2011-04”). This ASU updates certain requirements for measuring fair value and disclosure regarding fair value measurement. This ASU is effective for reporting periods beginning after December 15, 2011. Early adoption is not permitted. The Company’s adoption of ASU 2011-04 on April 1, 2012, did not have an impact on the financial statements.

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”).  ASU 2011-05 requires companies to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The provisions of ASU 2011-05 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.  The Company’s adoption of ASU 2009-13 on April 1, 2012, did not have an impact on the financial statements.

Note 5: Equity Investment

Background

On August 24, 2012, the Company completed the purchase of 50% of The Naked Edge, LLC (“Naked Edge”) Common Units for $65,000. At that time, the Company also received an option to acquire 33.33% of Naked Edge Preferred Units for $85,000 on or before August 24, 2013 (“Option”).  The Common Units provide the Company with 50% of the voting rights and 20% of the economic rights of Naked Edge. If the Company exercises the option in the future, the Preferred Units would provide the Company with an additional 20% of the economic rights of Naked Edge.  The Company has accounted for this investment under the equity method of accounting.

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The Naked Edge, LLC (“Naked Edge”) is a Colorado Limited Liability Company organized on January 7, 2011.  Naked  Edge  manufactures and  distributes  Veggie  Go’s,  an  organic  fruit  and  vegetable  snack  .  The product is made with natural ingredients and no preservatives. They are dairy free, soy free, gluten free and vegan. Naked Edge produces four blends of Veggie Go’s which have a suggested retail price of $1.49 per unit. Veggie Go’s are sold through natural and organic food retailers, including well-known national chains, regional specialty stores, local food retailers and online. Veggie Go’s are manufactured with in-house labor and equipment.

Summarized balance sheet information of Naked Edge as of September 30, 2012 is as follows:

Assets
Cash	$	52,192
Other current assets		3,762
Fixed assets		16,745
Total assets	$	72,699
Liabilities and Stockholders' Equity
Current liabilities		13,777
Stockholders' equity:		58,922
Total liabilities and stockholders' equity	$	72,699

Mister Goody’s ownership of the net assets of Naked Edge as of September 30, 2012 totals to 20% of $58,922.

Summarized results of operations for August 24, 2012 (date of acquisition) through September 30, 2012 of Naked Edge is as follows:

Net revenues	$	5,743
Cost of Goods Sold		(12,749	)
Gross Profit		(7,006	)
Operating expenses:
General and Administrative		(15,005	)
Total operating expenses		(15,005	)
Net loss	$	(22,011	)

Naked Edge rents its facilities and the future minimum payments are as follows:

2012	$	2,833
2013		15,204
2014		15,582
2015		11,899
2016		-
Thereafter		-
Total	$	45,518

In March, 2012, Naked Edge entered into a promissory note in the amount of $10,500.  The note has a 5 year term and an annual interest rate of 5% on the unpaid balance.  The monthly payments are $198.15 including interest.  

As of September 30, 2012, there were no related party transactions.

Under the equity method of accounting, we record our proportional share of the losses of Naked Edge in which we have invested, up to the amount of our investment. We recorded $4,402 of net equity in losses of our unconsolidated subsidiary Naked Edge during the three and six months ended September 30, 2012.  

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Note 6:  Shareholders’ Equity

On April 2, 2012, Brendan Vogel, the owner of 6,000,000 shares of common stock of the Company, returned 500,000 common shares to the Company for cancellation in exchange for no consideration.  Subsequent to the cancellation, the Company had 59,740,000 shares issued and outstanding, of which Mr. Vogel owns 5,500,000 common shares or 9.21%.

In April 2012, the Company granted a new sales consultant 500,000 stock option awards with an exercise price of $0.10 per share and a contractual life of 10 years resulting in total compensation expense of $48,524.

Note 7:  Related Party Transactions

The Company’s shareholders paid $246 and $6,623 for Company-related expenses during the three and six months ended September 30, 2012, respectively.  The Company’s shareholders paid $3,557 and $1,390 for Company-related expenses during the three and six months ended September 30, 2011, respectively.  Such amounts were repaid to the shareholders as of September 30, 2012 and September 30, 2011, respectively.

Management services

During the three and six months ended September 30, 2012, the Company paid $397 and $15,397, respectively, to individuals for management services rendered to the Company. During the three and six months ended September 30, 2011, the Company paid $33,025 and $63,450, respectively.  Some of these individuals were also shareholders of the Company.

Note 8:  Commitments and Contingencies

Litigation

The Company may from time to time be involved in legal proceedings arising from the normal course of business.  There are no pending or threatened legal proceedings as of September 30, 2012.

Note 9:  Stock-Based Compensation

From time to time, the Company grants stock option awards to officers and employees. Such awards are valued based on the grant date fair value of the instruments, net of estimated forfeitures, using a Black-Scholes option pricing model with the following assumptions:

Volatility	148-193.8%
Risk-free interest rate	1.03-2.31%
Expected term	5-6.3 years
Forfeiture rate	0-10%
Dividend yield rate	0%

The volatility used was based on historical volatility of similar sized companies due to lack of historical data of the Company’s stock price. The risk free interest rate was determined based on treasury securities with maturities equal to the expected term of the underlying award. The expected term was determined based on the simplified method outlined in Staff Accounting Bulletin No. 110. Stock option awards are expensed on a straight-line basis over the requisite service period. During the three and six months ended September 30, 2012, the Company recognized $0 and $48,524 respectively, of compensation expense. During the three and six months ended September 30, 2011, the Company recognized $1,354 and $2,504, respectively, of compensation expense. No future stock compensation expense will be recognized related to options outstanding at September 30, 2012 as there will be no future vesting of those options.  

The following summarizes stock option activity for the six months ended September 30, 2012:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at March 31, 2012		240,000		$	0.02		9.06		19,784
Granted at market price		500,000		$	0.10
Exercised		-
Forfeited		(240,000	)	$	0.02
Outstanding at September 30, 2012		500,000		$	0.10		9.51	$	25,000
Exercisable		500,000		$	0.10		9.51	$	25,000

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Item 2.

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

Except for the historical information contained in this report on Form 10-Q, the matters discussed herein are forward-looking statements. Words such as “anticipates,” “believes,” “expects,” “future,” and “intends,” and similar expressions are used to identify forward-looking statements. These and other statements regarding matters that are not historical are forward-looking statements. These matters involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include without limitation those discussed below as well as those discussed elsewhere in this report. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements. This information should also be read in conjunction with our audited historical financial statements which are included in our Form 10-k for the fiscal year ended March 31, 2012, filed with the Securities and Exchange Commission on July 13, 2012.

Background Overview

Mister Goody provides management consulting services to Naked Edge. Mister Goody’s services include consulting on matters relating to product development, packaging, sales, marketing, distribution and business management.

Results of Operations

From the three and six months ended September 30, 2012:

Revenues: We generated $109 and $3,109, respectively, in revenues.

Operating Expenses: Our operating expenses consisted of $20,905 and $92,542, respectively, of general and administrative expenses and $397 and $15,397, respectively, of management services expenses. Our general and administrative expenses were for legal and professional fees, software development, telecommunications, internet access, internet server hosting, office supplies and other expenses complying with our obligations as a reporting issuer and the trading of our securities.  During the three months ending September 30, 2012, it was determined that Joel Arberman and Brendan Vogel would no longer receive management fees.

Net Loss: We had a net loss of $25,595 and $109,232, respectively, of which $0 and $48,524, respectively, was non-cash stock-based compensation.

From the three and six months ended September 30, 2011:

Revenues: We generated $0 in revenues.

Operating Expenses: Our operating expenses consisted of $63,450 of management services and $40,636 of general and administrative expenses. $2,504 of our general and administrative expenses was non-cash stock-based compensation. $38,132 of our general and administrative expenses paid in cash was for legal and professional fees,

The results of operations for three months ended September 30, 2012 and 2011 are not indicative of the results for any future interim period. During this initial period, we were primarily focused on raising investment capital, recruiting and retaining management, business planning and initial software development.

We expect to considerably increase our operating expenses in the future, particularly expenses in sales, marketing, accounting and legal fees.

Plans of Operation

Mister Goody provides management consulting services to Naked Edge. Mister Goody’s services include consulting on matters relating to product development, packaging, sales, marketing, distribution and business management. We charge Naked Edge a fee of 5% of their net-income for our consulting services, once Naked Edge generates a net-income of $300,000 in any calendar year.

We believe that developing and maintaining our brand is critical to our success. The importance of our brand recognition may become greater as competitors offer services similar to ours. Our brand-building activities involve increasing awareness of our brand, creating and maintaining brand loyalty and increasing the availability of our services. If our brand-building activities are unsuccessful, we may never recover the expenses incurred in connection with these efforts, and we may be unable to implement our business strategy and increase our future sales.

We participate in a highly competitive and fragmented industry with low barriers to entry. Privately-backed and public companies could choose to enter our space and compete directly with us, or indirectly by offering substitute offerings.  With the influx of new entrants to the market, we expect competition to persist and intensify in the future, which could harm our ability to increase sales and generate a profit. Many companies and individuals are engaged in the same or similar businesses.

9

We may pursue acquisition opportunities in the future. We have not made any material acquisitions to date and, therefore, our ability as an organization to make and integrate significant acquisitions is unproven. Any future acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the acquired businesses, technologies, products, personnel or operations of the acquired companies, particularly if the key personnel of the acquired company choose not to work for us and we may have difficulty retaining the customers of any acquired business due to changes in management and ownership. Acquisitions may also disrupt our ongoing business, divert our resources and require significant management attention that would otherwise be available for ongoing development of our business. In connection with one or more of those transactions, we may issue additional equity securities that would dilute our stockholders or incur debt on terms unfavorable to us or that we are unable to repay.

Liquidity and Capital Resources

Our balance sheet as of September 30, 2012 reflects cash of $10,018 and our equity investment in Naked Edge of $60,598 and no other assets and no liabilities. Cash and cash equivalents from inception to date have been sufficient to provide the operating capital necessary to operate to date.

Our cash came from the issuance of shares in 2011 private placements in which we raised $327,800.

On August 24, 2012, we completed the purchase of 50% of The Naked Edge, LLC (“Naked Edge”) Common Units for $65,000. At that time, we also received an option to acquire 33.33% of Naked Edge Preferred Units for $85,000 on or before August 24, 2013 (“Option”).  The Common Units provide the Company with 50% of the voting rights and 20% of the economic rights of Naked Edge. If the Company exercises the option in the future, the Preferred Units would provide the Company with an additional 20% of the economic rights of Naked Edge.  We recorded $4,402 and $0 of net equity in losses of our unconsolidated subsidiary The Naked Edge, LLC during the three and six months ended September 30, 2012.  

Over the next 12 months, we anticipate needing approximately $135,000 for accounting, legal, marketing, working capital and to increase our economic rights in Naked Edge to 40%. We will utilize the remaining cash currently held by the company to pay such expenses and will require additional funding.

In the future, we plan to try and raise additional capital through the issuance of additional common shares or Preferred Shares. If we issue additional common shares, our then-existing shareholders may face substantial dilution. If we issue Preferred Shares, we would be obligated to pay a substantial amount of interest which would reduce our cash available for working capital. In addition, holders of Preferred Shares would be entitled to be paid out of any assets we have in the event of any liquidation, dissolution or winding up of the corporation, before the holders of common share would be paid anything.

Currently, we do not have any arrangements for any financing, whether it be through the sale of common shares or the sale of Preferred Stock or any other method of financing, and we can provide no assurances to investors that we will be able to obtain any financing when required. The only cash currently available to us is the cash in our bank account. We have no other sources of capital.

No assurance can be given that we will obtain access to capital markets in the future or that adequate financing to satisfy the cash requirements of implementing our business strategies will be available on acceptable terms. Our inability to gain access to capital markets or obtain acceptable financing could have a material adverse effect upon the results of our operations and financial condition. Our failure to raise additional funds if needed in the future will adversely affect our business operations, which may require us to suspend our operations and lead you to lose your entire investment.

It is likely that our operating losses will increase in the future and it is very possible we will never achieve or sustain profitability. We may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall or other unanticipated changes in our industry. Any failure by us to accurately make predictions would have a material adverse effect on our business, results of operations and financial condition.

Critical Accounting Policies

Our critical accounting policies, including the assumptions and judgments underlying them, are disclosed in the Notes to the Financial Statements. We have consistently applied these policies in all material respects. We do not believe that our operations to date have involved uncertainty of accounting treatment, subjective judgment, or estimates, to any significant degree.

Off-Balance Sheet Arrangements

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

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Item 3.

Quantitative and Qualitative Disclosure About Market Risk

Not applicable.

Item 4.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of September 30, 2012. Based on this evaluation, the Company’s Principal Executive Officer and Principal Financial Officer concluded that, as of September 30, 2012 the Company’s disclosure controls and procedures were effective, in that they provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including the Company’s Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

This quarterly report does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

11

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings.

Not applicable.

Item 1A.

Risk Factors.

Not Applicable.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Not Applicable.

Item 3.

Defaults Upon Senior Securities.

Not Applicable.

Item 4.

Mine Safety Disclosures.

Not Applicable.

Item 5.

Other Information.

Not Applicable.

12

Item 6.

Exhibits.

SEC Reference Number	Title of Document	Location
10.1	Arberman Amendment to Consulting Agreement dated August 2, 2012	*
10.2	Vogel Amendment to Consulting Agreement dated August 2, 2012	*
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
101	The following financial information from Mister Goody, Inc.'s Quarterly Report on Form  10-Q for the quarter ended September 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Balance Sheets; (ii) Condensed Statements of Operations; (iii) Condensed Statements of Cash Flows; and (iv) the Notes to Condensed Financial Statements.	Filed herewith

* Incorporated by reference to Form 8-K filed on August 3, 2012.

All other Exhibits called for by Rule 601 of Regulation S-K are not applicable to this filing. Information pertaining to our common stock is contained in our Certificate of Incorporation and By-Laws.

13

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 on November 14, 2012.

Mister Goody, Inc.
By:	/s/  Joel Arberman
	Joel Arberman
	Principal Executive Officer

14

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Joel Arberman, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Mister Goody, Inc. (the “registrant”);

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(s) 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 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; and

(b)

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.

Date:  November 14, 2012	Signature:	/s/ Joel Arberman
		Joel Arberman
		Principal Executive Officer

EX-31.2

  EXHIBIT 31.2

I, Joel Arberman, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Mister Goody, Inc. (the “registrant”);

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(s) 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 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; and

(b)

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.

Date:  November 14, 2012	Signature:	/s/ Joel Arberman
		Joel Arberman
		Principal Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Mister Goody, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joel Arberman, Principal Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, 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.

To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date:  November 14, 2012	Signature:	/s/ Joel Arberman
		Joel Arberman
		Principal Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Mister Goody, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joel Arberman, Principal Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, 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.

To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date:  November 14, 2012	Signature:	/s/ Joel Arberman
		Joel Arberman
		Principal Financial Officer

XML

Stock-Based Compensation (Details Narrative) (USD $)	3 Months Ended		6 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Jun. 30, 2012	Sep. 30, 2011	Mar. 31, 2012
Stock-Based Compensation
Share-based compensation expense	$ 0	$ 1,354	$ 48,524		$ 2,504
Summary of all common stock option activity
Number of Shares Outstanding beginning balance				240,000
Weighted Average Exercise Price Per Share Outstanding beginning balance				$ 0.02
Number of Shares Granted			500,000
Weighted Average Exercise Price Per Share Granted			$ 0.10
Number of Shares Exercised
Number of Shares Forfeited or expired			(240,000)
Weighted Average Exercise Price Per Share Forfeited or expired			$ 0.02
Number of Shares Outstanding ending balance	500,000		500,000
Weighted Average Exercise Price Per Share Outstanding ending balance	$ 0.10		$ 0.10
Weighted Average Exercise Price Per Share average contractual term			9 years 9 months 24 days	9 years 0 months 24 days
Aggregate intrinsic value Outstanding ending balance	40,000		40,000			19,784
Number of Shares Exercisable	500,000		500,000
Weighted Average Exercise Price Per Share Exercisable	$ 0.10		$ 0.10
Average Remaining Contractual Term Exercisable (in years)			9 years 9 months 24 days
Aggregate intrinsic value Exercisable	$ 40,000		$ 40,000

XML

Recently Issued Accounting Pronouncements

6 Months Ended

Sep. 30, 2012

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Note 4: Recently Issued Accounting Pronouncements

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820) (“ASU 2011-04”). This ASU updates certain requirements for measuring fair value and disclosure regarding fair value measurement. This ASU is effective for reporting periods beginning after December 15, 2011. Early adoption is not permitted. The Company’s adoption of ASU 2011-04 on April 1, 2012, did not have an impact on the financial statements.

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”). ASU 2011-05 requires companies to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The provisions of ASU 2011-05 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company’s adoption of ASU 2009-13 on April 1, 2012, did not have an impact on the financial statements.

XML

Summary of Significant Accounting Policies

6 Months Ended

Sep. 30, 2012

Summary Of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 3: Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities from date of purchase of three months or less to be cash equivalents. Cash consists of deposit with domestic banks which are insured by the Federal Deposit Insurance Corporation (FDIC). Special insurance coverage applies to deposits maintained in non-interest bearing transaction accounts beginning December 31, 2010 and ending December 31, 2012. Under such special coverage, balances maintained in non-interest bearing transaction accounts are insured in full by the FDIC.

Partially Owned Equity Affiliates

Partially owned equity affiliates are accounted for under the equity method of accounting. Equity method investments are recorded at cost and are adjusted periodically to recognize the Company's proportionate share of the affiliate's income or loss, additional contributions made and dividends and capital distributions received. In the event any of the partially owned equity affiliates were to incur a loss and the Company's cumulative proportionate share of the loss exceeded the carrying amount of the equity method investment, application of the equity method would be suspended and the Company's proportionate share of further losses would not be recognized until the Company committed to provide further financial support to the affiliate. The Company would resume application of the equity method once the affiliate becomes profitable and the Company's proportionate share of the affiliate's earnings equals the Company's cumulative proportionate share of losses that were not recognized during the period the application of the equity method was suspended.

The amount of the difference between the Company’s investment costs and the underlying equity in net asset is treated as goodwill, which is evaluated for impairment on a regular basis.

Revenue Recognition

The Company recognizes revenue from its services when it is probable that the economic benefits associated with the transactions will flow to the Company and the amount of revenue can be measured reliably. This is normally demonstrated when: (i) persuasive evidence of an arrangement exists; (ii) the fee is fixed or determinable; (iii) performance of service has been delivered; and (iv) collection is reasonably assured.

Net Loss per Share

Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. As the Company is in a net loss position, there are no outstanding potentially dilutive securities that would cause diluted earnings per share to differ from basic earnings per share.

Income Taxes

The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company has established a valuation allowance for all deferred tax assets (consisting of net operating loss carry-forwards and stock compensation) as of September 30, 2012 as it has not determined that such assets are likely to be realized.

Management has conducted an evaluation of the Company's tax positions taken on returns that remain subject to examination and has concluded that there are no uncertain tax positions, as defined in ASC 740, that require recognition or disclosure in the financial statements.

Fair Value of Financial Instruments

U.S. GAAP establishes a fair value hierarchy which has three levels based on the reliability of the inputs to determine the fair value. These levels include: Level 1, defined as inputs such as unadjusted quoted prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for use when little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company’s financial instruments consist of cash. The carrying amount of each of these approximates fair value because of the short-term nature of the item.

XML

CONDENSED CONSOLIDATED BALANCE SHEET (USD $)	Sep. 30, 2012	Mar. 31, 2012
ASSETS
Cash	$ 10,018	$ 133,804
Other current assets		20
Total current assets	10,018	133,824
Equity Investment	60,598
Total assets	70,616	133,824
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable		2,500
Total liabilities		2,500
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, 5,000,000 shares authorized, 0 shares issued and outstanding
Common stock, $0.001 par value, 200,000,000 shares authorized, 59,740,000 shares issued and outstanding	59,740	60,240
Paid-in capital	325,331	276,307
Accumulated deficit	(314,455)	(205,223)
Total stockholders' deficit	70,616	131,324
Total liabilities and shareholders' equity	$ 70,616	$ 133,824

XML

Organization and Basis of Presentation

6 Months Ended

Sep. 30, 2012

Organization And Basis Of Presentation

Organization and Basis of Presentation

Note 1: Organization and Basis of Presentation

Mister Goody, Inc. (“the Company”) was incorporated on March 1, 2011 in the State of Florida. The Company’s wholly owned subsidiaries consist of Mister Goody Deals, LLC and Mister Goody Freelancers, LLC. The Company’s Consolidated Financial Statements include the accounts of Mister Goody, Inc. and our wholly owned subsidiaries (“Mister Goody”). Our Consolidated Financial Statements reflect the elimination of all significant inter-company accounts and transactions.

The Company was incorporated to develop an online marketplace and cause-marketing services designed to help businesses increase their brand awareness and sales. Due to a lack of sufficient revenue that resulted from this business plan, on August 24, 2012, the Company’s Board of Directors (the “Board”) determined that it was in the Company’s stockholders best interest to refocus the business activities in a manner which could more fully enhance stockholder value. The Company decided to no longer pursue their online marketplace and cause-marketing services and enter into an agreement with The Naked Edge, LLC (“Naked Edge”). On August 24, 2012, the Company completed the purchase of 50% of Naked Edge Common Units for $65,000. At that time, the Company also received an option to acquire 33.33% of Naked Edge Preferred Units for $85,000 on or before August 24, 2013 (“Option”). The Common Units provide Mister Goody with 50% of the voting rights and 20% of the economic rights of Naked Edge. If the Company exercises the option in the future, the Preferred Units would provide Mister Goody with an additional 20% of the economic rights of Naked Edge. The Company has accounted for this investment under the equity method of accounting.

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal and recurring adjustments considered necessary for a fair statement, have been included. The reported results of operations are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes for year ended March 31, 2012.

XML

Shareholders' Equity (Details Narrative) (USD $)	6 Months Ended
	Sep. 30, 2012		Apr. 03, 2012	Mar. 31, 2012
Shareholders Equity
Common stock outstanding to individual	5,500,000		6,000,000
Common stock shares returned for no consideration	500,000	[1]
Consideration paid for returned common stock shares	$ 0.0
Common stock, outstanding	59,740,000		59,740,000	60,240,000
Percentage of common stock held by individual	9.21%
Stock options granted to independent contractors & sales consultants	$ 500,000
Stock option strike price	$ 0.10
Stock option term	10 Years
Total compensation expense	$ 48,524

[1] On April 2, 2012, Brendan Vogel returned 500,000 common shares of the Company for cancellation in exchange for no consideration.

XML

Stock-Based Compensation - Assumptions made based on Black-Scholes Option Pricing Model (Details)	6 Months Ended
	Sep. 30, 2012
Stock-Based Compensation
Volatility rate (minimum)	148.00%
Volatility rate (maximum)	193.80%
Risk-free interest rate (minimum)	1.03%
Risk-free interest rate (maximum)	2.31%
Expected life	5 years 0 months
Expected life (maximum)	6 years 3 months
Forfeiture rate	10.00%
Dividend yield	0.00%

XML

Going Concern

6 Months Ended

Sep. 30, 2012

Going Concern

Going Concern

Note 2: Going Concern

The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern.  The Company has incurred losses, has had negative operating cash flows since inception, and has had minimal revenues.  The future of the Company is dependent upon future profitable operations and the development of the business plan.  Management expects to need to raise additional funds via equity offerings; however, no assurances can be given that we will obtain access to capital markets in the future or that adequate financing to satisfy the cash requirements of implementing our business strategies will be available on acceptable terms.  

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

XML

CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) (USD $)	Sep. 30, 2012	Mar. 31, 2012
Statement of Financial Position [Abstract]
Preferred stock par value	$ 0.001	$ 0.001
Preferred authorized	5,000,000	5,000,000
Preferred stock Issued	0	0
Preferred stock Outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	200,000,000	200,000,000
Common stock, issued	59,740,000	60,240,000
Common stock, outstanding	59,740,000	60,240,000

XML

Equity Investment (Tables)

6 Months Ended

Sep. 30, 2012

Equity Method Investments and Joint Ventures [Abstract]

Summarized Balance Sheet information of Naked Edge, LLC

Assets
Cash	$	52,192
Other current assets		3,762
Fixed assets		16,745
Total assets	$	72,699
Liabilities and Stockholders' Equity
Current liabilities		13,777
Stockholders' equity:		58,922
Total liabilities and stockholders' equity	$	72,699

Schedule of Operations of Naked Edge, LLC

Net revenues	$	5,743
Cost of Goods Sold		(12,749	)
Gross Profit		(7,006	)
Operating expenses:
General and Administrative		(15,005	)
Total operating expenses		(15,005	)
Net loss	$	(22,011	)

Schedule of rent

2012	$	2,833
2013		15,204
2014		15,582
2015		11,899
2016		-
Thereafter		-
Total	$	45,518

XML

Document and Entity Information	6 Months Ended
	Sep. 30, 2012	Nov. 14, 2012
Document And Entity Information
Entity Registrant Name	Mister Goody, Inc.
Entity Central Index Key	0001515275
Document Type	10-Q
Document Period End Date	Sep. 30, 2012
Amendment Flag	false
Current Fiscal Year End Date	--03-31
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		59,740,000
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2012

XML

Organization and Basis of Presentation (Details Narrative) (USD $)	6 Months Ended
	Sep. 30, 2012	Aug. 24, 2012
Organization And Basis Of Presentation
Date of incorporation	Mar. 01, 2011
Jurisdiction of incorporation	Florida
Wholly-owned subsidiaries	Mister Goody Deals, LLC and Mister Goody Freelancers, LLC
Name of acquired entity	Naked Edge, LLC
Acquisition of Equity - The Naked Edge, LLC	On August 24, 2012, the Company's Board of Directors determined that it was in the Company's stockholders best interest to refocus the business activities in a manner which could more fully enhance stockholder value. The Company decided to discontinue their online marketplace and cause-marketing services and entered into an agreement with The Naked Edge, LLC.
Cost of equity purchase	$ 65,000	$ 65,000
Percentage of ownership interest acquired	50.00%	50.00%
Description of reason for acquisition	The Company's Board of Directors determined that it was in the Company's stockholders best interest to refocus the business activities in a manner which could more fully enhance stockholder value.
Additional purchase agreement terms	The Company also received an option to acquire 33.33% of Naked Edge Preferred Units for $85,000 on or before August 24, 2013. The Common Units provide the Company with 50% of the voting rights and 20% of the economic rights of Naked Edge, LLC. If the Company exercises the option in the future, the Preferred Units would provide the Company with an additional 20% of the economic rights of Naked Edge.

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		6 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Income Statement [Abstract]
Net revenues	$ 109		$ 3,109
Cost of goods sold
Gross profit	109		3,109
Operating expenses:
General and Administrative	(20,905)	(22,873)	(92,542)	(40,636)
Management Services	(397)	(33,025)	(15,397)	(63,450)
Total operating expenses	(21,302)	(55,898)	(107,939)	(104,086)
Operating loss	(21,193)	(55,898)	(104,830)	(104,086)
Other expense (income):
Equity loss in earnings of unconsolidated affiliate	(4,402)		(4,402)
Total other expense	(4,402)		(4,402)
Net loss	$ (25,595)	$ (55,898)	$ (109,232)	$ (104,086)
Net loss per share:
Basic and diluted	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted average common shares outstanding:
Basic and diluted	59,740,000	60,240,000	59,742,732	60,166,230

XML

Commitments and Contingencies

6 Months Ended

Sep. 30, 2012

Commitments And Contingencies

Commitments and Contingencies

Note 8: Commitments and Contingencies

Litigation

The Company may from time to time be involved in legal proceedings arising from the normal course of business. There are no pending or threatened legal proceedings as of September 30, 2012.

XML

Related Party Transactions

6 Months Ended

Sep. 30, 2012

Related Party Transactions [Abstract]

Related Party Transactions

Note 7: Related Party Transactions

The Company’s shareholders paid $246 and $6,623 for Company-related expenses during the three and six months ended September 30, 2012, respectively. The Company’s shareholders paid $3,557 and $1,390 for Company-related expenses during the three and six months ended September 30, 2011, respectively. Such amounts were repaid to the shareholders as of September 30, 2012 and September 30, 2011, respectively.

Management services

During the three and six months ended September 30, 2012, the Company paid $397 and $15,397, respectively, to individuals for management services rendered to the Company. During the three and six months ended September 30, 2011, the Company paid $33,025 and $63,450, respectively. Some of these individuals were also shareholders of the Company.

XML

Related Party Transactions (Details Narrative) (USD $)	3 Months Ended		6 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Related Party Transactions [Abstract]
Company related expenses paid by shareholders	$ 246	$ 3,557	$ 6,623	$ 1,390
Company related expenses outstanding to shareholders	0	0	0	0
Management services expense	$ 397	$ 33,025	$ 15,397	$ 63,450

XML

Equity Investment (Details) (USD $)	3 Months Ended		6 Months Ended				1 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Mar. 31, 2012	Mar. 31, 2011	Sep. 30, 2012 Naked Edge LLCMember
Assets
Cash	$ 10,018	$ 217,546	$ 10,018	$ 217,546	$ 133,804	$ 301,128	$ 52,192
Other current assets					20		3,762
Fixed assets							16,745
Total assets	70,616		70,616		133,824		72,699
Liabilities & stockholders' equity
Current liabilities					2,500		13,777
Stockholders' equity:	70,616		70,616		131,324		58,922
Total liabilities and shareholders' equity	70,616		70,616		133,824		72,699
Net revenues	(109)		(3,109)				5,743
Cost of Goods Sold							(12,749)
Gross Profit	(109)		(3,109)				(7,006)
Operating expenses:
General and Administrative	(20,905)	(22,873)	(92,542)	(40,636)			(15,005)
Total Operating Expenses	21,302	55,898	107,939	104,086			(15,005)
Net loss	$ 25,595	$ 55,898	$ 109,232	$ 104,086			$ (22,011)

XML

Recently Issued Accounting Pronouncements (Policies)

6 Months Ended

Sep. 30, 2012

Recently Issued Accounting Pronouncements Policies

Recently Issued Accounting Pronouncements

Note 4: Recently Issued Accounting Pronouncements

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820) (“ASU 2011-04”). This ASU updates certain requirements for measuring fair value and disclosure regarding fair value measurement. This ASU is effective for reporting periods beginning after December 15, 2011. Early adoption is not permitted. The Company’s adoption of ASU 2011-04 on April 1, 2012, did not have an impact on the financial statements.

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”). ASU 2011-05 requires companies to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The provisions of ASU 2011-05 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company’s adoption of ASU 2009-13 on April 1, 2012, did not have an impact on the financial statements.

XML

Stock-Based Compensation

6 Months Ended

Sep. 30, 2012

Stock-Based Compensation

Stock-Based Compensation

Note 9: Stock-Based Compensation

From time to time, the Company grants stock option awards to officers and employees. Such awards are valued based on the grant date fair value of the instruments, net of estimated forfeitures, using a Black-Scholes option pricing model with the following assumptions:

Volatility	148-193.8%
Risk-free interest rate	1.03-2.31%
Expected term	5-6.3 years
Forfeiture rate	0-10%
Dividend yield rate	0%

The volatility used was based on historical volatility of similar sized companies due to lack of historical data of the Company’s stock price. The risk free interest rate was determined based on treasury securities with maturities equal to the expected term of the underlying award. The expected term was determined based on the simplified method outlined in Staff Accounting Bulletin No. 110. Stock option awards are expensed on a straight-line basis over the requisite service period. During the three and six months ended September 30, 2012, the Company recognized $0 and $48,524 respectively, of compensation expense. During the three and six months ended September 30, 2011, the Company recognized $1,354 and $2,504, respectively, of compensation expense. No future stock compensation expense will be recognized related to options outstanding at September 30, 2012 as there will be no future vesting of those options.

The following summarizes stock option activity for the six months ended September 30, 2012:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at March 31, 2012		240,000		$	0.02		9.06		19,784
Granted at market price		500,000		$	0.10
Exercised		-
Forfeited		(240,000	)	$	0.02
Outstanding at September 30, 2012		500,000		$	0.10		9.51	$	25,000
Exercisable		500,000		$	0.10		9.51	$	25,000

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Sep. 30, 2012

Summary Of Significant Accounting Policies Policies

Basis of Presentation

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal and recurring adjustments considered necessary for a fair statement, have been included. The reported results of operations are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes for year ended March 31, 2012.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities from date of purchase of three months or less to be cash equivalents. Cash consists of deposit with domestic banks which are insured by the Federal Deposit Insurance Corporation (FDIC). Special insurance coverage applies to deposits maintained in non-interest bearing transaction accounts beginning December 31, 2010 and ending December 31, 2012. Under such special coverage, balances maintained in non-interest bearing transaction accounts are insured in full by the FDIC.

Partially Owned Equity Affiliates

Partially Owned Equity Affiliates

Partially owned equity affiliates are accounted for under the equity method of accounting. Equity method investments are recorded at cost and are adjusted periodically to recognize the Company's proportionate share of the affiliate's income or loss, additional contributions made and dividends and capital distributions received. In the event any of the partially owned equity affiliates were to incur a loss and the Company's cumulative proportionate share of the loss exceeded the carrying amount of the equity method investment, application of the equity method would be suspended and the Company's proportionate share of further losses would not be recognized until the Company committed to provide further financial support to the affiliate. The Company would resume application of the equity method once the affiliate becomes profitable and the Company's proportionate share of the affiliate's earnings equals the Company's cumulative proportionate share of losses that were not recognized during the period the application of the equity method was suspended.

The amount of the difference between the Company’s investment costs and the underlying equity in net asset is treated as goodwill, which is evaluated for impairment on a regular basis.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue from its services when it is probable that the economic benefits associated with the transactions will flow to the Company and the amount of revenue can be measured reliably. This is normally demonstrated when: (i) persuasive evidence of an arrangement exists; (ii) the fee is fixed or determinable; (iii) performance of service has been delivered; and (iv) collection is reasonably assured.

Net Loss per Share

Net Loss per Share

Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. As the Company is in a net loss position, there are no outstanding potentially dilutive securities that would cause diluted earnings per share to differ from basic earnings per share.

Income Taxes

Income Taxes

The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company has established a valuation allowance for all deferred tax assets (consisting of net operating loss carry-forwards and stock compensation) as of September 30, 2012 as it has not determined that such assets are likely to be realized.

Management has conducted an evaluation of the Company's tax positions taken on returns that remain subject to examination and has concluded that there are no uncertain tax positions, as defined in ASC 740, that require recognition or disclosure in the financial statements.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

U.S. GAAP establishes a fair value hierarchy which has three levels based on the reliability of the inputs to determine the fair value. These levels include: Level 1, defined as inputs such as unadjusted quoted prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for use when little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company’s financial instruments consist of cash. The carrying amount of each of these approximates fair value because of the short-term nature of the item.

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Stock-Based Compensation (Tables)

6 Months Ended

Sep. 30, 2012

Stock-Based Compensation Tables

Assumptions made based on Black-Scholes Option Pricing Model

Volatility	148-193.8%
Risk-free interest rate	1.03-2.31%
Expected term	5-6.3 years
Forfeiture rate	0-10%
Dividend yield rate	0%

Schedule of Stock Options Activity

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at March 31, 2012		240,000		$	0.02		9.06		19,784
Granted at market price		500,000		$	0.10
Exercised		-
Forfeited		(240,000	)	$	0.02
Outstanding at September 30, 2012		500,000		$	0.10		9.51	$	25,000
Exercisable		500,000		$	0.10		9.51	$	25,000

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Equity Investment (Details Narrative) (USD $)	3 Months Ended	6 Months Ended		1 Months Ended
	Sep. 30, 2012	Sep. 30, 2012	Aug. 24, 2012	Sep. 30, 2012 Naked Edge LLCMember	Mar. 31, 2012 Naked Edge LLCMember
Subsidiary Organization:
Acquisition of Equity - The Naked Edge, LLC		On August 24, 2012, the Company's Board of Directors determined that it was in the Company's stockholders best interest to refocus the business activities in a manner which could more fully enhance stockholder value. The Company decided to discontinue their online marketplace and cause-marketing services and entered into an agreement with The Naked Edge, LLC.
Cost of equity purchase	$ 65,000	$ 65,000	$ 65,000
Percentage of ownership interest acquired	50.00%	50.00%	50.00%
Additional purchase agreement terms		The Company also received an option to acquire 33.33% of Naked Edge Preferred Units for $85,000 on or before August 24, 2013. The Common Units provide the Company with 50% of the voting rights and 20% of the economic rights of Naked Edge, LLC. If the Company exercises the option in the future, the Preferred Units would provide the Company with an additional 20% of the economic rights of Naked Edge.
Description of option to purchase additional interest in Naked Edge, LLC		The purchase agreement entered into on August 24, 2012 also provides an option for the Company to purchase Preferred Units of Naked Edge, LLC.
Percentage of additional ownership, if option exercised		33.33%
Cost of future option to purchase		85,000
Option expiration date		Aug. 24, 2013
Total percentage of economic rights of Naked Edge, LLC if option exercised		40.00%
Name of acquired entity		Naked Edge, LLC
Date of Incorporation		Jan. 07, 2011
State of Incorporation		Colorado
Description of Acquisition		On August 24, 2012, the Company's Board of Directors determined that it was in the Company's stockholders best interest to refocus the business activities in a manner which could more fully enhance stockholder value. The Company decided to discontinue their online marketplace and cause-marketing services and entere into an agreement with The Naked Edge, LLC.
Description of acquired entity				Naked Edge manufactures, markets and distributes Veggie Go's, an organic fruit and vegetable snack made with natural ingredients and no preservatives. They are dairy free, soy free, glutan free and vegan. Naked Edgeproduces four blends of Veggie Go's which have a suggested retail price of $1.49 per unit and sold through natural and organic food retailers including well-known chains, smaller regional specialty stores and online.
Description of Debt Instrument				Promissory Note
Debt instrument issuance date				Mar. 31, 2012
Promissory Note					10,500
Term of Note				5 Years
Interest rate on note, per annum				5.00%
Monthly Payment Obligation				198.15
Equity in earnings of unconsolidated affiliate	$ 4,402	$ 4,402

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STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS (USD $)	6 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Cash flows from operating activities:
Net loss	$ (109,232)	$ (104,086)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash stock compensation expense	48,524	2,504
Accounts receivable	20
Accounts payable and accrued liabilities	(2,500)
Net cash used in operating activities	(63,188)	(101,582)
Cash flows from financing activities:
Proceeds from issuance of common stock		18,000
Net cash provided by financing activities		18,000
Cash flows from investing activities:
Equity investment	(60,598)
Net cash used in investing activities	(60,598)
Change in cash	(123,786)	(83,582)
Cash, beginning of period	133,804	301,128
Cash, end of period	$ 10,018	$ 217,546

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Shareholders' Equity

6 Months Ended

Sep. 30, 2012

Shareholders Equity

Shareholders' Equity

Note 6: Shareholders’ Equity

On April 2, 2012, Brendan Vogel, the owner of 6,000,000 shares of common stock of the Company, returned 500,000 common shares to the Company for cancellation in exchange for no consideration. Subsequent to the cancellation, the Company had 59,740,000 shares issued and outstanding, of which Mr. Vogel owns 5,500,000 common shares or 9.21%.

In April 2012, the Company granted a new sales consultant 500,000 stock option awards with an exercise price of $0.10 per share and a contractual life of 10 years resulting in total compensation expense of $48,524.

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Equity Investment - Schedule of Operating Lease (Details) (USD $)	Dec. 31, 2016 Naked Edge LLCMember	Dec. 31, 2015 Naked Edge LLCMember	Dec. 31, 2014 Naked Edge LLCMember	Dec. 31, 2013 Naked Edge LLCMember	Dec. 31, 2012 Naked Edge LLCMember	Sep. 30, 2012 NakedEdgeLLC2Member
Operating lease due, minimum payments within the next 12 months					$ 2,833
Operating lease due, miniminum payments, Year 2				15,204
Operating lease due, minimum payments, Year 3			15,582
Operating lease due, minimum payments, Year 4		11,899
Opeating lease due, minimum payments, Year 5	0
Thereafter						0
Total						$ 45,518