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

FORWARD LOOKING INFORMATION

The following discussion and analysis of the Company's financial condition and results of operations should be read with the condensed financial statements and related notes contained in this quarterly report on Form 10-Q ("Form 10-Q"). All statements other than statements of historical fact included in this Form 10-Q are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, levels of activity, performance or achievements to be materially different than any expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue," or the negative of these terms or other comparable terminology. Important factors that could cause actual results to differ materially from those discussed in such forward-looking statements include: 1. General economic factors including, but not limited to, changes in interest rates and trends in disposable income; 2. Information and technological advances; 3. Cost of products sold; 4. Competition; and 5. Success of marketing, advertising and promotional campaigns. The Company is subject to specific risks and uncertainties related to its business model, strategies, markets and legal and regulatory environment. You should carefully review the risks described in this Form 10-Q and in other documents the Company files from time to time with the SEC. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Form 10-Q. The Company undertakes no obligation to publicly release any revisions to the forward-looking statements to reflect events or circumstances after the date of this document.

OVERVIEW

BUSINESS

We were formed in November 2006 to purchase and sell at wholesale women's handbags. The objective of our company is to successfully operate a wholesale handbag company for a profit. However, since we are in the developmental stage and have recently introduced products into the marketplace, we cannot assure you that we will achieve this objective.

RESULTS OF OPERATIONS

In the three months ended November 30, 2009 we had no sales of products as compared to $15,000 of net sales and gross profit of $4,700, or 31% of net sales in the three months ended November 30, 2008. Selling, general and administrative expenses fell from $7,612 in the three months ended November 30, 2008 to $6,159 in the three months ended November 30, 2009. As a result we lost $6,157 in the three months ended November 30, 2009 versus a loss of $2,911 in the three months ended November 30, 2008.

In the nine months ended November 30, 2009 we achieved net sales of products in the amount of $8,195 and gross profit of $3,195, or 39% of net sales. While the gross margin on our sales was satisfactory, sales were still below the level required to achieve profitable operations. There was $15,000 of net sales and gross profit of $4,700, or 31% of net sales in the nine months ended November 30, 2008. Selling, general and administrative expenses fell from $43,406 in the nine months ended November 30, 2008 to $37,625 in the nine months ended November 30, 2009. As a result we lost $34,401 in the nine months ended November 30, 2009 versus a loss of $38,393 in the nine months ended November 30, 2008.

LIQUIDITY AND CAPITAL RESOURCES

During the nine months ended November 30, 2009, working capital decreased $33,151 to a surplus of $8,186 from a surplus of $41,337. The primary reason for the decrease was the decrease in cash of $36,505. During this same period, stockholders' equity decreased $33,151 to $8,186 from $41,337. The decrease in stockholders' equity is primarily due to the net loss for the period of ($34,401) offset by the costs of the stock issued for services of $1,250.

We are continuing to pursue our business plan. However, the low level of our working capital will make it more difficult to purchase and market products in substantial quantity. Accordingly, there are no assurances that the Company will be successful in achieving profitable operations or continue as a going concern.

Our independent auditors have raised substantial doubts about our ability to continue as a going concern in their reports on our financial statements included in our annual report on Form 10-K for the fiscal year ended February 28, 2009. We will continue to pursue our business plan with our available capital. One of our officers is devoting his full time to our business and receives a commission on product sales.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's discussion and analysis of its financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to the reported amounts of revenues and expenses and the valuation of our assets and contingencies. We believe our estimates and assumptions to be reasonable under the circumstances. However, actual results could differ from those estimates under different assumptions or conditions. Our financial statements are based on the assumption that we will continue as a going concern. If we are unable to continue as a going concern we would experience additional losses from the write-down of assets.