UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal quarter ended ~~June~~September 30, 2012

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ________________

Commission file number 333-165083

HAVAYA CORP.

(Exact name of registrant as specified in its charter)

Delaware		74-3245242
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
136 East South Temple, Suite 2112 Salt Lake City, Utah		84111
(Address of principal executive offices)		(Zip Code)

1-801-521-5703

(Registrant’s telephone number, including area code)

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 þ 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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company þ

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

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 6,500,000 shares of common stock as of ~~August~~September 1330, 2012.

HAVAYA CORP.

TABLE OF CONTENTS

Part I—Financial Information

Item 1.	Financial Statements – Unaudited	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
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.	(Removed and Reserved)	6
Item 5.	Other Information	6
Item 6.	Exhibits	6
Signatures		7

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements – (Unaudited)

HAVAYA CORP.

(A DEVELOPMENT STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012

Financial Statements-
Balance Sheets as of June 30, 2012 and December 31, 2011	F-2
Balance Sheets as of September 30, 2012 and December 31, 2011	F-3
Statements of Operations for the Three and Six Months Ended
Statements of Operations for the Three and Nine months Ended
June 30, 2012 and 2011, and Cumulative from Inception	F-3
September 30, 2012 and 2011, and Cumulative from Inception	F-4
Statement of Stockholders’ Equity for the Period from Inception
Through June 30, 2012	F-4
Through September 30, 2012	F-5
Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011,
Statements of Cash Flows for the Nine months Ended September 30, 2012
and Cumulative from Inception	F-5
and 2011, and Cumulative from Inception	F-6
Notes to Financial Statements	F-67

F-1

HAVAYA CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

AS OF ~~JUNE~~SEPTEMBER 30, 2012 AND DECEMBER 31, 2011

ASSETS
				June 30, 2012		December 31, 2011
			September 30, 2012		December 31, 2011
			(Unaudited)	~~(Unaudited)~~	(Audited)	~~(Audited)~~
Current Assets:
	Cash and cash equivalents		$	-	$	1,091
	Prepaid expenses			-		-
		Total current assets		-		1,091
Total Assets			$	-	$	1,091
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
	Accounts payable and accrued liabilities		$	126,~~249~~749	$	11,749
	Due to shareholders			1225,~~060~~150		-
	Advance customer payments			4430,~~917~~733		73,286
		Total current liabilities		6962,~~226~~632		85,035
		Total liabilities		6962,~~226~~632		85,035
Commitments and Contingencies				-		-
Stockholders' Equity (Deficit):
	Common stock, par value $0.0001 per share, 200,000,000 shares
		authorized; 6,500,000 shares issued and outstanding		650		650
	Additional paid-in capital			65,824		65,824
	(Deficit) accumulated during development stage			(~~135~~129,~~700~~106)		(150,418)
		Total stockholders' equity (deficit)		(6962,~~226~~632)		(83,944)
Total Liabilities and Stockholders' Equity			$	-	$	1,091

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

F-2

HAVAYA CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2012 AND 2011, AND

CUMULATIVE FROM INCEPTION (NOVEMBER 21, 2007)

THROUGH ~~JUNE~~SEPTEMBER 30, 2012

(Unaudited)

			Three Months		Three Months		~~Six~~Nine Months		~~Six~~Nine Months		Cumulative
			Ended		Ended		Ended		Ended		From
			June 30, 2012		June 30, 2011		June 30, 2012		June 30, 2011		Inception
			September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011		Inception
Revenues			$	14,184	$	1114,~~820~~184	$	2842,~~369~~553	$	1126,~~820~~005	$	6882,~~558~~742
Expenses:
	General and administrative-
	Marketing expenses			-		-		-		-		1,152
	Professional fees			75,~~000~~500		263,~~744~~100		1318,~~000~~500		3134,~~749~~849		9197,~~685~~185
	Consulting fees			-		4920,~~426~~000		-		4969,426		74,426
	Travel expenses			-		221,~~206~~689				2728,~~247~~936		45,641
	Organization costs			-		-		-		-		1,500
	Filing Fees			~~480~~2,000		23,~~489~~883		2,560		36,~~018~~901		1719,774
	Franchise tax expense			-		-				400		686
	Other			-90		~~377~~176		94184		~~471~~647		2,~~066~~156
		Total general and administrative expenses		7,~~480~~590		~~101~~28,~~241~~849		1321,~~654~~244		~~112~~141,~~310~~158		~~234~~242,~~931~~520
Net Income (Loss) from Operations				6,~~704~~594		(8914,~~421~~664)		1421,~~715~~309		(~~100~~115,~~490~~154)		(~~166~~159,~~373~~778)
Other Income (Expense)				-		~~1,336~~(398)		3		2,~~825~~427		30,672
Provision for income taxes				-		-		-		-		-
Net Income (Loss)			$	6,~~704~~594	$	(8815,~~085~~062)	$	1421,~~718~~312	$	(97112,~~664~~726)	$	(~~135~~129,~~700~~106)
Net Income (Loss) Per Common Share:
	(Loss) per common share - Basic and Diluted		$	0.00	$	(0.0100)	$	0.00	$	(0.02)
Weighted Average Number of Common Shares
	Outstanding - Basic and Diluted			6,500,000		6,500,000		6,500,000		6,500,000

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

F-3

HAVAYA CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM INCEPTION (NOVEMBER 21, 2007)

THROUGH ~~JUNE~~SEPTEMBER 30, 2012

(Unaudited)

								(Deficit)
								Accumulated
				Stock		Additional		During the
	Common			Stock		Additional		During the
	Common stock			Subscriptions		Paid-in		Development
	Stock			Subscriptions		Paid-in		Development
Description	Shares	Amount		Receivable		Capital		Stage		Totals
Balance - at inception	-	$	-	$	-	$	-	$	-	$	-
Common stock issued for cash	3,000,000		300		(300)		-		-		-
Common stock issued for cash	500,000		50		(50)		-		-		-
Net (loss) for the period	-		-		-		-		(2,640)		(2,640)
Balance - December 31, 2008	3,500,000		350		(350)		-		(2,640)		(2,640)
Common stock issued for cash	2,000,000		200		-		39,800		-		40,000
Net (loss) for the period	-		-		-		-		(26,842)		(26,842)
Balance -December 31, 2009	5,500,000		550		(350)		39,800		(29,482)		10,518
Stock Subscriptions received	-		-		350		-		-		350
Common stock issued for cash	1,000,000		100		-		19,900		-		20,000
Net (loss) for the period	-		-		-		-		(42,269)		(42,269)
Balance -December 31, 2010	6,500,000		650		-		59,700		(71,751)		(11,401)
Capital contribution	-		-		-		6,124		-		6,124
Net (loss) for the period	-		-		-		-		(78,667)		(78,667)
Balance - December 31, 2011	6,500,000	$	650	$	-	$	65,824	$	(150,418)	$	(83,944)
Net income for the period	-		-		-		-		1421,~~718~~312		1421,~~718~~312
Balance - June 30, 2012	6,500,000	$	650	$	-	$	65,824	$	(135,700)	$	(69,226)
Balance - September 30, 2012	6,500,000	$	650	$	-	$	65,824	$	(129,106)	$	(62,632)

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

F-4

HAVAYA CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2012 AND 2011,

AND CUMULATIVE FROM INCEPTION (NOVEMBER 21, 2007)

THROUGH ~~JUNE~~SEPTEMBER 30, 2012

(Unaudited)

			Six Months		Six Months		Cumulative
			Nine Months		Nine Months		Cumulative
			Ended		Ended		From
			June 30, 2012		June 30, 2011		Inception
			September 30, 2012		September 30, 2011		Inception
Operating Activities:
	Net (loss)		$	1421,~~718~~312	$	(97112,~~664~~726)	$	(~~135~~129,~~700~~106)
	Adjustments to reconcile net (loss) to net cash
	provided by operating activities:
		Changes in net assets and liabilities-
		Prepaid expenses		-		62		-
		Accounts payable and accrued liabilities		~~500~~(5,000)		315,~~611~~618		126,~~249~~749
		Advance customer payments		(2842,~~369~~553)		~~101~~87,~~655~~470		4430,~~917~~733
Net Cash Used in Operating Activities				(13,151)		7,663		(78,534)
Net Cash Provided by (Used in) Operating Activities				(26,241)		(9,576)		(91,624)
Investing Activities:
	Cash used by investing activities			-		-		-
Net Cash Used by Investing Activities				-		-		-
Financing Activities:
	Proceeds from shareholder loans			1225,~~060~~150		400		1225,~~060~~150
	Proceeds from common stock			-		-		66,474
Net Cash Provided by Financing Activities				1225,~~060~~150		400		7891,~~534~~624
Net (Decrease) Increase in Cash				(1,091)		8(9,~~063~~176)		-
Cash - Beginning of Period				1,091		10,297		-
Cash - End of Period			$	0-	$	181,~~360~~121	$	-
Supplemental Disclosure of Cash Flow Information:
	Cash paid during the period for:
		Interest	$	-	$	-	$	-
		Income taxes	$	-	$	-	$	-
Supplemental schedule of noncash investing and financing activities:
Conversion of shareholder loans to capital			$	-	$	-	$	6,124

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

F-5

HAVAYA CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012

1. Summary of Significant Accounting Policies

Basis of Presentation and Organization

Havaya Corp. (the “Company”) is in the development stage, and has limited operations. The Company was incorporated under the laws of the State of Delaware on November 21, 2007 and began activity in 2008. The business plan of the Company is to import and market home teeth whitening kits. The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting.

Unaudited Interim Financial Statements

The interim financial statements of the Company as of ~~June~~September 30, 2012, and for the periods then ended, and cumulative from inception, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of ~~June~~September 30, 2012, and the results of its operations and its cash flows for the periods ended ~~June~~September 30, 2012, and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2012. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2011, filed with the SEC, for additional information, including significant accounting policies.

Cash and Cash Equivalents

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Revenue Recognition

The Company recognizes revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Earnings/Loss per Common Share

Basic earnings/loss per share is computed by dividing the net income/loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted earnings/loss per share is computed similar to basic earnings/loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the period ended ~~June~~September 30, 2012.

F-6

Income Taxes

The Company accounts for income taxes pursuant to FASB ASC 740. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. The carrying value of accounts payable, accrued liabilities and loans approximated fair value due to the short-term nature and maturity of these instruments.

Deferred Offering Costs

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.

Common Stock Registration Expenses

The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred.

Lease Obligations

All non-cancellable leases with an initial term greater than one year are categorized as either capital leases or operating leases. Assets recorded under capital leases are amortized according to the methods employed for property and equipment or over the term of the related lease, if shorter.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. 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, liabilities and expenses. Actual results could differ from those estimates made by management.

Fiscal Year End

The Company has adopted a fiscal year end of December 31.

F-7

2. Development Stage Activities and Going Concern

2. Development Stage Activities

The Company is currently in the development stage, and has limited operations. The business plan of the Company is to import and market home teeth whitening kits.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. As of September 30, 2012 the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

3. Common Stock

On July 15, 2008, the Company issued 3,000,000 shares of common stock to an officer and director of the Company, for cash payment of $300.

On November 24, 2008, the Company issued 500,000 shares of common stock to an officer and director of the Company, for cash payment of $50.

On January 31, 2009, the Company began a capital formation activity through a PPO, exempt from registration under the Securities Act of 1933, to raise up to $40,000 through the issuance of 2,000,000 shares of its common stock, par value $0.0001 per share, at an offering price of $0.02 per share. As of December 31, 2009, the Company had received $40,000 in proceeds from the PPO.

The Company also commenced an activity to submit a Registration Statement on Form S-1 to the Securities and Exchange Commission (“SEC”) to register 2,000,000 of its outstanding shares of common stock on behalf of selling stockholders. The Company will not receive any of the proceeds of this registration activity once the shares of common stock are sold.

On April 22, 2010, the Company issued 1,000,000 shares of common stock to officers and directors of the Company, for cash payment of $20,000.

4. Income Taxes

The provision (benefit) for income taxes for the periods ended ~~June~~September 30, 2012 and 2011 was as follows (assuming a 23% effective tax rate):

		2012		2011
Current Tax Provision:
	Federal-
	Taxable income	$	-	$	15,811
	Net operating loss carryforward		-		(15,811)
	Total current tax provision	$	-	$	-
Deferred Tax Provision:
	Federal-
	Taxable loss carryforwards	$	3,140	$	-
	Change in valuation allowance		(3,140)		-
	Total deferred tax provision	$	-	$	-
		2012		2011
	Loss carryforwards	$	20,880	$	17,740
	Less - Valuation allowance		(20,880)		(17,740)
	Total net deferred tax assets	$	-	$	-

F-8

The Company had deferred income tax assets as of June 30, 2012 and December 31, 2011 as follows:

		2012		2011

Current Tax Provision:
	Federal-
	Taxable income	$	-	$	749
	Net operating loss carryforward		-		(749)
	Total current tax provision	$	-	$	-

Deferred Tax Provision:
	Federal-
	Taxable loss carryforwards	$	4,885	$	-
	Change in valuation allowance		(4,885)		-

	Total deferred tax provision	$	-	$	-

	2012		2011
Loss carryforwards	$	20,880	$	17,740
Less - Valuation allowance		(20,880)		(17,740)
Total net deferred tax assets	$	-	$	-

The Company had deferred income tax assets as of September 30, 2012 and December 31, 2011 as follows:

The Company provided a valuation allowance equal to the deferred income tax assets for the periods ended June 30, 2012 and December 31, 2011 because it was not known whether future taxable income will be sufficient to utilize the loss carryforwards.

	2012		2011

Loss carryforwards	$	22,626	$	17,740
Less - Valuation allowance		(22,626)		(17,740)

Total net deferred tax assets	$	-	$	-

AsThe ofCompany ~~June~~provided ~~30,~~a ~~2012,~~valuation ~~the~~allowance ~~Company~~equal ~~had~~to ~~approximately~~the ~~$90,700~~deferred inincome tax ~~loss~~assets ~~carry-forwards~~for ~~that~~the ~~can~~periods beended ~~utilized~~September in30, ~~future~~2012 ~~periods~~and toDecember ~~reduce~~31, 2011 because it was not known whether future taxable income, ~~and~~will ~~expire~~be bysufficient to utilize the ~~year~~loss ~~2032~~carryforwards.

As of September 30, 2012, the Company had approximately $98,000 in tax loss carry-forwards that can be utilized in future periods to reduce taxable income, and expire by the year 2032.

The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.

The federal income tax returns of the Company are subject to examination by the IRS, generally for three years after they are filed.

5. Related Party Loans and Transactions

On July 15, 2008, the Company issued 3,000,000 shares of common stock to an officer and director of the Company, for cash payment of $300.

On November 24, 2008, the Company issued 500,000 shares of common stock to an officer and director of the Company, for cash payment of $50.

On April 22, 2010, the Company issued 1,000,000 shares of common stock to officers and directors of the Company, for cash payment of $20,000.

As of ~~June~~September 30, 2012, loans from related parties amounted to $1225,~~060~~150, and represented working capital advances from officers who are also stockholders of the Company. The loans are unsecured, non-interest bearing, and due on demand.

F-9

6. Recent Accounting Pronouncements

In May 2011, the FASB issued ASU 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards ("IFRSs")." Under ASU 2011-04, the guidance amends certain accounting and disclosure requirements related to fair value measurements to ensure that fair value has the same meaning in U.S. GAAP and in IFRS and that their respective fair value measurement and disclosure requirements are the same. ASU 2011-04 is effective for public entities during interim and annual periods beginning after December 15, 2011. Early adoption is not permitted. The Company does not believe that the adoption of ASU 2011-04 will have a material impact on the Company's results of operation and financial condition.

In June 2011, the FASB issued ASU No. 2011-05, "Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income," ("ASU 2011-05") which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders' equity. Instead, comprehensive income must be reported in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after Dec. 15, 2011 with early adoption permitted. The Company does not believe that the adoption of ASU 2011-05 will have a material impact on the Company's results of operation and financial condition.

F-9

There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's financial position, results of operations or cash flows.

7. Concentration of Revenues

On April 14, 2011, the Company entered into a license agreement with an Israeli corporation, (“ CTL ”), pursuant to which the Company granted CTL an exclusive license to sell teeth whitening kits/systems under the Havaya brand name in the State of Israel. Under the Agreement, the Company also agreed to provide CTL with support and assistance relating to the sale of the Products in Israel .

In consideration for the grant of the exclusive license, CTL paid the Company a one-time license fee of $110,000. In addition, CTL will pay the Company a fee on the sale of each Product sold in Israel in an amount equal to 5% of the Product purchase price. CTL will purchase Products either from the Company or from the Company’s supplier at the same price that the Company pays for the Products.

The Agreement has an initial term of 12 months, and the term shall automatically renew each year for an additional year unless one party provides the other party with prior written notice of non-renewal. The Company recognizes the one-time license fee over the estimated term of the license.

F-10

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

FORWARD-LOOKING STATEMENTS

Certain statements that the Company may make from time to time, including all statements contained in this report that are not statements of historical fact, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the safe harbor provisions set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by words such as “plans,” “expects,” “believes,” “anticipates,” “estimates,” “projects,” “will,” “should,” and other words of similar meaning used in conjunction with, among other things, discussions of future operations, financial performance, product development and new product launches, market position and expenditures. The Company assumes no obligation to update any forward-looking statement. .Additional information concerning factors which could cause differences between forward-looking statements and future actual results is discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K, as filed with the SEC on April 13, 2012.

Executive Overview

We are a development stage company with limited operations and no revenues from our business operations prior to 2011. In the year ended December 31, 2011 we had $40,189 in revenues. Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will generate significant revenues until we are able to market the private label teeth whitening kits and generate customers. Accordingly, we must raise cash from sources other than our operations in order to implement our marketing plan.

In our management’s opinion, there is a market for reasonably priced teeth whitening kits intended for application at home.

We believe that we will need to raise additional funds in order to allow us to continue our market development, investigate new business opportunities and to remain in business for twelve months. If we raise the necessary funds, but are unable to generate sufficient revenues within the next twelve months for any reason, or if we are unable to make a reasonable profit within the next twelve months, we may have to suspend or cease operations. At the present time, we have not made any arrangements to raise additional cash to finance our operations. We may seek to obtain additional funds through a second public offering, a private placement of securities, or loans. Other than as described in this paragraph and in our Registration Statement on Form S-1 that went effective on November 12, 2010, we have no financing plans at this time, except for a commitment by our directors to loan us up to $10,000 in the aggregate, if necessary to help cover our costs to comply with the federal securities laws in 2012.

Our goal is to become a leading seller of teeth whitening kits for the home market. Our plan of operation is as follows:

	·	Commence a test marketing campaign
	·	Market our teeth whitening kits with a campaign which will entail advertising on cable TV and through internet marketing.

Purchase privately labeled teeth whitening kits for resale to customers.

Recent Developments

On April 14, 2011, the Company entered into a license agreement with an Israeli corporation, (“CTL”), pursuant to which the Company granted CTL an exclusive license to sell teeth whitening kits/systems under the Havaya brand name in the State of Israel. Under the Agreement, the Company also agreed to provide CTL with support and assistance relating to the sale of the Products in Israel.

On January 16, 2012, the officers and directors of the Company were replaced with Howard S. Landa and Steven D. Zimmer. Mr. Landa will act as Director, president and treasurer of the Company and Mr. Zimmer will act as Director, vice president and secretary. New management hopes to achieve an increase in current product activity, raise money, represent the Company in the United States and search for additional business opportunities. While new management conducts its review of the Company’s operations, the Company will continue to conduct its current business as described below.

Messrs. Landa and Zimmer are negotiating the purchase of 25% of the issued and outstanding shares of the Company from the former insiders. They expect to complete that purchase ~~within~~before ~~the~~December ~~next~~31, ~~sixty days~~2012.

Results of Operations

During the period from November 21, 2007 (date of inception) through ~~June~~September 30, 2012, we generated net loss from operations in the amount of $~~166~~159,~~373~~778. For the three months ended ~~June~~September 30, 2012, we generated net income from operations in the amount of $6,~~704~~594. During the three months ended ~~June~~September 30, 2012, we incurred expenses in the amount of $7,~~480~~590. These expenses consisted primarily of general and administrative expenses, comprising professional fees paid for legal and accounting services provided to us and filing fees. Since inception, we have sold 4,500,000 shares of common stock to our Directors.

Revenues

We had revenues of $6882,~~558~~742 for the period from November 21, 2007 (date of inception) through ~~June~~September 30, 2012. For the three months ended ~~June~~September 30, 2012, we had revenues of $14,184.

Liquidity and Capital Resources

Our balance sheet as of ~~June~~September 30, 2012 reflects no assets at all. Prior to the signing of the license agreement on April 14, 2011, cash and cash equivalents from inception to date have been insufficient to provide the working capital necessary to operate to date.

If we require additional capital, we would have to issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

Going Concern Consideration

Our independent auditors included an explanatory paragraph in their report on the financial statements attached to our Annual Report on Form 10-K for the year ended December31, 2011 regarding concerns about our ability to continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

~~CRITICAL~~Critical ~~ACCOUNTING~~Accounting ~~POLICIES~~Policies

Financial Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.

The accounting policies identified as critical are as follows:

Development Stage Company

We are considered a development stage company as defined by ASC 915 “Development Stage Entities,” as we have limited principal operations to date and ~~limted~~limited revenue from our operations. Operations from the inception of the development stage have been devoted primarily to strategic planning, raising capital and research and development activities.

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 and disclosures in the financial statements. Actual results could differ from those estimates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed 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 that such information is accumulated and communicated to our management, including our president (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of ~~June~~September 30, 2012, the end of the three-month period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our management, including our president and our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and our chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended ~~June~~September 30, 2012, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. However, from time to time, we may become a party to certain legal proceedings in the ordinary course of business.

Item 1A. Risk Factors.

Not Applicable.

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

None.

Item3. Defaults Upon Senior Securities.

None.

Item4. (Removed and Reserved).

Not applicable.

Item5. Other Information.

None.

Item 6. Exhibits

Exhibit No.		Description
3.1		Articles of Incorporation (Incorporated by reference from our Registration Statement on Form S-1).
3.2		Bylaws (Incorporated by reference from our Registration Statement on Form S-1).
4.1		Specimen ordinary share certificate (Incorporated by reference from our Registration Statement on Form S-1).
31*		Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Howard S. Landa.
32*		Section 906 Certification of the Sarbanes-Oxley Act of 2002 of Howard S. Landa.
101**		Interactive Data File

* Filed herewith.

** To be filed as amendment.5

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: ~~August~~November 149, 2012

HAVAYA CORP.

(Registrant)

By:	/s/ Howard S. Landa
	Name: Howard S. Landa
	Title: President, Treasurer (Principal Executive Officer and Principal Financial and Accounting Officer) and Director

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