UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 10-K

~~_________________~~(Mark One)

~~(Mark One)~~ X . ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~For the Fiscal year ended March 31, 2012 . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from ______ to _______~~

For the Fiscal year ended March 31, 2013

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

For the transition period from ______ to _______

HARBOR ISLAND DEVELOPMENT CORP.

[f10k033113_10k001.jpg]

(Exact name of registrant as specified in its charter)


Nevada	000-54618	27-2464185
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)

	2275 NW 150th Street, Unit B Opa Locka, FL 33054 (Address of principal executive offices)

	(305) 688-7494

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes . No X .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes . No X .

Indicate by check mark ifwhether the registrant is(1) ~~not~~has ~~required~~filed toall ~~file~~ reports ~~pursuant~~required to be filed by Section 13 or ~~Section~~ 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 X . No .

Yes . No X .

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 X . 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. .

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

Large accelerated filer . Accelerated ~~Filer~~filer . Non-accelerated filer . (Do not check if a smaller reporting company) Smaller reporting company X .

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

~~Accelerated~~The ~~Filer~~ aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of September 30, 2012 was $NIL based upon the price ($NIL) at which the common stock was last sold as of the last business day of the most recently completed second fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws. Our common stock is not currently traded in the over-the-counter market.

As of July 10, 2013 there were 450,000,000 shares of the registrant’s $0. 001 par value common stock issued and outstanding.

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 X .

No .

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of September 30, 2010 was $NIL based upon the price ($NIL) at which the common stock was last sold as of the last business day of the most recently completed second fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws. Our common stock is not currently traded in the over-the-counter market.

As of July 9, 2012 there were 5,750,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.

Documents incorporated by reference: None

Table of Contents

		Page
	PART I
Item 1	Business	54
Item 1A	Risk Factors	10
Item 1B	Unresolved Staff Comments	10
Item 2	Properties	1110
Item 3	Legal Proceedings	1110
Item 4	Mine Safety Disclosures	1110
	PART II
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 6	Selected Financial Data	1211
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	1211
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	15
Item 8	Financial Statements and Supplementary Data	16F-1
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1716
Item 9A	Controls and Procedures	1716
Item 9B	Other Information	1817
	PART III
Item 10	Directors and Executive Officers and Corporate Governance	18
Item 11	Executive Compensation	21
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22
Item 13	Certain Relationships and Related Transactions	22
Item 14	Principal Accountant Fees and Services	23
	PART IV
Item 15	Exhibits	24

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

The availability and adequacy of our cash flow to meet our requirements;

Economic, competitive, demographic, business and other conditions in our local and regional markets;

Changes or developments in laws, regulations or taxes in our industry;

Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

Competition in our industry;

The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

Changes in our business strategy, capital improvements or development plans;

The availability of additional capital to support capital improvements and development; and

Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Term

Except as otherwise indicated by the context, references in this report to “Company”, “we”, “us” and “our” are references to Harbor Island Development Corp. All references to “USD” or United States Dollars refer to the legal currency of the United States of America.

PART I

ITEM 1. ~~BUSINESS~~

~~Overview of the Company~~BUSINESS

~~The~~Overview ~~Company was incorporated in the State~~ of ~~Nevada on March 19, 2010. We are a development stage company that plans to be a leading retailer of beach and island resort apparel. More specifically, we plan to specialize in~~ the resale of wholesale apparel primarily for women. Our corporate office is located in Opa Locka, Florida; therefore, our initial marketing focus will be within the South Florida area. Since we are a development stage company, to date we have recorded no revenue, and our operations have been limited to activities related to our Company’s formation and the initial licensing agreement with our distributor, as discussed herein. Accordingly, we have issued a comment regarding our ability to continue as a going concern (please refer to the footnotes to the financial statements). Until such time that we are able to establish a consistent flow of revenues from our operations sufficient to sustain our operations, Management intends to rely primarily upon debt financing as needed to supplement the cash flows generated by the sale of our products.

The ~~mission~~Company ofwas incorporated in the ~~Company~~State isof toNevada ~~become~~on March 19, 2010. We are a ~~leading~~development ~~distributor~~stage ~~and~~company ~~reseller~~that ofplans ~~quality~~to be a leading retailer of beach and island resort apparel. ~~through~~More ~~multiple~~specifically, ~~sales~~we ~~venues~~plan to specialize in the resale of wholesale apparel primarily for women. WeOur ~~would~~corporate ~~like~~office tois ~~put~~located in Opa Locka, Florida; therefore, our ~~Company~~initial inmarketing focus will be within the South Florida area. Since we are a ~~position~~development stage company, to ~~grow~~date ~~rapidly~~we have recorded no revenue, and our operations have been limited to activities related to our Company’s formation and the initial licensing agreement with our distributor, as ~~little~~discussed ~~out-of-pocket~~herein. ~~expense~~Accordingly, we have issued a comment regarding our ability to continue as ~~possible,~~a ~~yet,~~going ~~not~~concern ~~sacrifice~~(please refer to the ~~quality~~footnotes orto ~~superior~~the ~~customer~~financial ~~service~~statements). Until such time that we ~~feel~~are isable ~~necessary~~ to ~~become~~establish a ~~leading~~consistent ~~retailer.~~flow of revenues from our operations sufficient to sustain our operations, Management intends to rely primarily upon debt financing as needed to supplement the cash flows generated by the sale of our products.

~~Our~~The ~~Business~~mission of the Company is to become a leading distributor and ~~Principal~~reseller ~~Products~~of quality beach and island resort apparel through multiple sales venues. We would like to put our Company in a position to grow rapidly with as little out-of-pocket expense as possible, yet, not sacrifice the quality or superior customer service that we feel is necessary to become a leading retailer.

~~Currently,~~Our ~~our~~Business ~~business plan is centered around a Non-exclusive Distributor Agreement that we entered into on March 12, 2010 with Island Stuff USA,~~ and ~~which~~Principal ~~agreement was subsequently amended on July 23, 2010.~~ Products

~~Donald Ross~~Currently, our ~~Company’s~~business ~~sole~~plan ~~officer~~is ~~and~~centered ~~director,~~around ~~was~~a ~~able to easily secure our~~ Non-exclusive Distributor Agreement ~~with~~that ~~Island~~we ~~Stuff~~entered ~~USA~~into ~~because~~on ofMarch ~~his~~12, ~~relationship~~2010 with ~~the owner.~~ Island Stuff USA ~~is owned by Donald Ross’ brother~~, ~~Steve~~and ~~Ross.~~which Weagreement ~~feel~~was ~~this~~subsequently ~~relationship~~amended ~~will~~on beJuly a23, ~~large advantage to the Company~~2010. It has already proven to be an asset whereby Island Stuff USA has agreed to let our Company utilize part of its warehouse as our corporate office. This could prove to be extremely helpful in keeping our start-up costs low.

WeDonald ~~believe~~Ross, ~~that~~our ~~the~~Company’s ~~first~~sole ~~year~~officer ofand ~~our~~director, ~~operations~~was ~~will~~able beto ~~devoted~~easily ~~solely~~secure toour ~~the~~Non-exclusive ~~sale~~Distributor ~~and~~Agreement ~~marketing~~with of Island Stuff USA ~~apparel. We~~because doof ~~not~~his ~~plan~~relationship towith ~~seek~~the ~~out~~owner. Island ~~additional~~Stuff ~~distributorships~~USA inis ~~our~~owned ~~start-up~~by ~~phase~~Donald ~~unless~~Ross’ webrother, ~~begin~~Steve toRoss. ~~generate~~We ~~steady~~feel ~~revenue~~this ~~from~~relationship ~~the~~will ~~products~~be ~~that~~a welarge ~~plan~~advantage to ~~purchase~~the ~~from Island Stuff USA~~Company. WeIt ~~know~~has ~~that~~already ~~the~~proven ~~key~~to ~~factors~~be ~~that~~an ~~will~~asset ~~enable~~whereby usIsland toStuff ~~effectively~~USA ~~grow~~has inagreed ~~the~~to ~~clothing~~let ~~retail industry are~~ our ~~price~~Company ~~point~~utilize onpart ~~goods,~~of ~~customer~~its ~~service,~~warehouse ~~effective~~as ~~marketing~~our ~~and~~corporate ~~quality~~office. This ~~control~~could ofprove ~~all~~to ~~items~~be ~~that~~extremely wehelpful ~~sell. To~~in ~~further~~keeping our ~~plan of operations beyond this~~ start-up ~~phase,~~costs ~~we will require additional funding~~low.

Our ~~initial~~operations ~~order~~will ~~from~~be ~~Island~~devoted ~~Stuff~~solely ~~USA~~to ~~will~~the ~~mainly~~sale ~~include~~and ~~women’s~~marketing ~~beachwear~~of ~~and~~Island ~~casual~~Stuff USA apparel. ~~According~~We todo annot ~~article~~plan ~~written~~to byseek ~~Aspire~~out ~~Marketing,~~additional adistributorships ~~study~~in ~~conducted~~our instart-up ~~May~~phase ~~2010~~unless onwe ~~international~~begin ~~spending~~to ~~habits~~generate ofsteady ~~people~~revenue ~~under~~from the ~~age~~products ofthat 30we ~~found~~plan ~~that~~to ~~40%~~purchase ~~women~~from ~~spend~~Island aStuff ~~majority~~USA. We ofknow ~~their~~that ~~extra~~the ~~money~~key ~~(money~~factors ~~left~~that ~~over~~will ~~each~~enable ~~month~~us ~~after~~to ~~necessary~~effectively ~~expenses)~~grow onin the clothing, ~~compared~~retail toindustry ~~just~~are ~~12%~~our ofprice ~~men.~~point ~~Consumer~~on ~~shopping~~goods, ~~statistics~~customer ~~also~~service, ~~reveal~~effective ~~that~~marketing ~~women~~and ~~are~~quality ~~responsible~~control ~~for 83%~~ of all ~~consumer~~items ~~purchases. We feel~~ that ~~the items~~ we ~~have~~sell. To ~~chosen~~further ~~for~~ our ~~initial~~plan ~~order will give us a well-rounded selection~~ of ~~apparel~~operations ~~for~~beyond ~~our~~this ~~potential customers within our target market. When our e~~start-~~commerce~~up ~~website is fully developed~~phase, we ~~would~~will ~~like~~require toadditional ~~have a diverse selection of products to choose from, while keeping our upfront costs low~~funding.

~~About~~Our initial order from Island Stuff USA will mainly include women’s beachwear and casual apparel. According to an article written by Aspire Marketing, a study conducted in May 2010 on international spending habits of people under the age of 30 found that 40% women spend a majority of their extra money (money left over each month after necessary expenses) on clothing, compared to just 12% of men. Consumer shopping statistics also reveal that women are responsible for 83% of all consumer purchases. We feel that the items we have chosen for our initial order will give us a well-rounded selection of apparel for our potential customers within our target market. When our e-commerce website is fully developed, we would like to have a diverse selection of products to choose from, while keeping our upfront costs low.

~~Island~~About Stuff USA was established in 2000 and has grown to be a leading wholesaler of beach, resort and summer apparel to mass retail, specialty shops, grocery and drug stores, located in the Caribbean and in other destination locations. They distribute their products across the United States and currently export to 13 different countries. Island Stuff USA caters to American women and all of their garments are cut to fit the American body and taste. Island Stuff USA products, through various distributors, can be purchased in Wal-Mart, Walgreens, and in boutique gift shops in the Caribbean and United States. There are currently five non-exclusive distributors selling Island Stuff USA products, and large distributors receive a discount based upon quantities ordered.

5Island Stuff USA was established in 2000 and has grown to be a leading wholesaler of beach, resort and summer apparel to mass retail, specialty shops, grocery and drug stores, located in the Caribbean and in other destination locations. They distribute their products across the United States and currently export to 13 different countries. Island Stuff USA caters to American women and all of their garments are cut to fit the American body and taste. Island Stuff USA products, through various distributors, can be purchased in Wal-Mart, Walgreens, and in boutique gift shops in the Caribbean and United States. There are currently five non-exclusive distributors selling Island Stuff USA products, and large distributors receive a discount based upon quantities ordered.

Island Stuff USA produces both knit and woven clothing and they custom design fabrications and pattern designs. They also employ their own staff of industry professionals in China and Indonesia and pride themselves on quality value. Their product development team has mastered the entire process of bringing a product to the market. From idea generation and screening, to concept development and testing, to financial analysis and market testing, their team of professionals carefully plan and implement their business strategy from beginning to end.

Having created countless products over the years from many different countries, Island Stuff USA’s sourcing team is experienced in finding factories around the globe that can reliably meet all production expectations for any product. They work with established factories in the Far East, Central America, the Caribbean, as well as here in the United States. Their team of sourcing professionals travels to factories constantly and they know the genuine capabilities of each and every factory. Island Stuff USA’s founders and partners represent the essence of entrepreneurship. They have 19 years of business experience and know what it takes to create a business, build a business, build a brand, integrate and market new products, maintain a business, and successfully grow a business. They respect those who have entrepreneurial visions and goals, and their expertise will be of invaluable assistance to our start-up organization.4

AsHaving wecreated ~~press~~countless onproducts ~~through~~over the ~~start-up~~years ~~phase~~from ofmany ~~our~~different ~~Company~~countries, weIsland ~~believe~~Stuff USA’s sourcing team is experienced in finding factories around the globe that ~~consulting~~can reliably meet all production expectations for any product. They work with established factories in the ~~staff~~Far atEast, ~~Island~~Central ~~Stuff~~America, ~~USA~~the ~~will~~Caribbean, ~~truly~~as bewell anas ~~invaluable~~here ~~commodity~~in the United States. ~~They~~ ~~have~~Their ateam ~~ten~~of ~~year~~sourcing ~~history~~professionals travels to factories constantly and they know the genuine capabilities of ~~sales,~~each and weevery ~~believe~~factory. ~~that~~Island ~~they~~Stuff ~~will~~USA’s ~~help~~founders ~~jumpstart~~and ~~our~~partners ~~distribution~~represent ofthe ~~their~~essence ~~apparel~~of entrepreneurship. It isThey ahave ~~win-win~~19 ~~for~~years ~~both~~of ~~parties~~business ~~involved~~experience ~~because~~and ~~they~~know ~~are~~what ~~simply~~it takes to create a ~~wholesaler~~business, ~~and~~build wea ~~will~~business, ~~seek~~build toa bebrand, ~~their~~integrate ~~leading~~and ~~reseller.~~market Asnew ~~Island~~products, ~~Stuff~~maintain ~~USA~~a isbusiness, and successfully grow a ~~bulk~~business. ~~wholesaler~~They ~~that~~respect ~~does~~those ~~not~~who ~~sell~~have ~~directly~~entrepreneurial tovisions ~~the~~and ~~public~~goals, weand dotheir ~~not~~expertise ~~foresee~~will ~~Island~~be ~~Stuff~~of ~~USA~~invaluable ~~being~~assistance ato ~~competitor~~our ofstart-up ~~ours~~organization.

~~Our~~As ~~Plan~~we press on through the start-up phase of ~~Operations~~our Company, ~~Distribution~~we ~~Methods~~believe that consulting with the staff at Island Stuff USA will truly be an invaluable commodity. They have a ten year history of sales, and we believe that they will help jumpstart our distribution of their apparel. It is a win-win for both parties involved because they are simply a wholesaler, and we will seek to be their leading reseller. As Island Stuff USA is a bulk wholesaler that does not sell directly to the ~~Industry~~public, we do not foresee Island Stuff USA being a competitor of ours.

Our ~~first~~Plan ~~year~~ of ~~operations will be devoted primarily to distributing products from Island Stuff USA. Initially~~Operations, ~~our~~Distribution ~~first~~Methods ~~mode of sales will be through an e-commerce, shopping cart website. We have calculated the total costs of setting up a website,~~ and ~~feel that this would be~~ the most cost-effective way to begin the sale of our first batch of inventory from Island Stuff USA and promote our sales. As we generate revenue through our website sales, we plan to seek out trade shows to attend. Trade shows offer a large number of vendors and buyers in one place, and we believe that this venue could boost our brand awareness, and ultimately move our Company in the direction of gift shops, mall kiosks, and retail stores.Industry

WeOur ~~believe~~operations ~~that~~will ~~most~~be ~~apparel~~devoted ~~sales~~primarily ~~are~~to ~~conducted~~distributing ~~through~~products ~~department~~from ~~and~~Island ~~chain~~Stuff ~~stores~~USA. Initially, ~~although~~our ~~growing~~first ~~levels~~mode of sales ~~can~~will be ~~attributed~~through toan ~~mass merchants, off~~e-~~price retailers~~commerce, ~~online~~shopping ~~retailers~~cart ~~and~~website. We ~~specialty~~have ~~stores.~~calculated ~~Many~~the ~~specialty~~total ~~retailers~~costs ~~are~~of ~~located~~setting inup ~~vacation~~a ~~areas~~website, and ~~tailor~~feel ~~their~~that ~~inventory~~this towould ~~local~~be ~~demand.~~the ~~While~~most ~~they~~cost-effective ~~only~~way ~~constitute~~to abegin ~~small~~the ~~percentage~~sale of ~~total~~our ~~apparel~~first ~~sales,~~batch weof ~~believe~~inventory ~~that~~from ~~online~~Island ~~retailers~~Stuff ~~have~~USA ~~made~~and ~~large~~promote ~~strides~~our insales. As ~~gaining~~we ~~market~~generate ~~share,~~revenue ~~and~~through ~~that~~our awebsite ~~lucrative~~sales, ~~niche~~we ~~market~~plan ~~exists~~to ~~for~~seek ~~specialty~~out ~~stores~~trade ~~tailored~~shows to ~~the~~attend. Trade ~~vacation~~shows ~~market.~~offer Wea ~~intend~~large tonumber ~~capitalize~~of onvendors ~~the~~and ~~popularity~~buyers ofin ~~the~~one ~~growing~~place, ~~“non-store”~~and ~~retail~~we ~~market,~~believe bythat ~~focusing~~this onvenue ~~online-based~~could ~~sales.~~boost ~~However,~~our webrand ~~will~~awareness, ~~not~~and ~~limit~~ultimately move our ~~growth~~Company ~~potential~~in tothe ~~web-based~~direction ~~sales~~of ~~alone~~gift shops, mall kiosks, and retail stores.

We ~~have~~believe ~~taken~~that ~~the~~most ~~first~~apparel ~~step~~sales ~~towards~~are ~~the~~conducted ~~setup~~through department and ~~development~~chain ~~of our website by purchasing our website domain www.HarborIslandApparel.com~~stores, ~~and~~although ~~designing~~growing ~~our~~levels ~~logo~~of ~~that~~sales ~~will~~can ~~become~~be ~~the~~attributed ~~branding~~to ~~icon~~mass ~~for our website~~merchants, ~~apparel,~~off-price ~~and product tags. Once we acquire sufficient funding~~retailers, weonline ~~plan~~retailers ~~to purchase~~ and ~~develop~~specialty ~~our website~~stores. ~~For~~ ~~this,~~Many wespecialty ~~will~~retailers ~~use~~are ~~Level~~located ~~Ten~~in ~~Hosting~~vacation atareas ~~www.leveltenhosting.com~~and totailor ~~purchase~~their aninventory ~~e-commerce template and~~ to ~~host~~local ~~our website~~demand. We ~~will~~While ~~also~~they ~~need~~only toconstitute ~~start~~ a ~~merchant~~small ~~bank~~percentage ~~account~~of ~~with~~total aapparel ~~merchant banker~~sales, ~~and~~we ~~obtain~~believe anthat online ~~payment~~retailers ~~gateway~~have ~~for~~made ~~instant~~large ~~credit~~strides ~~card~~in ~~processing~~gaining ~~such~~market ~~as www.Authorize.net. Once these items are in place~~share, weand ~~will~~that ~~be ready to begin accepting orders through our website. The website will be equipped with~~ a ~~shipping~~lucrative ~~estimator~~niche ~~so,~~market ~~that~~exists ~~upon~~for ~~checkout,~~specialty ~~any~~stores ~~customer~~tailored ~~may~~to ~~see~~ the ~~total~~vacation ~~price that they will be spending on their purchase~~market. We ~~plan~~intend to ~~use~~capitalize ~~the~~on ~~United States Postal Service for~~ the ~~shipping~~popularity of ~~our products, and we will add $2 to each shipping estimate as processing and handling to pay for~~ the ~~packaging~~growing ~~costs~~“non-store” ~~that~~retail wemarket, ~~will~~by ~~incur. Based~~focusing on ~~our~~online-based ~~initial~~sales. ~~research~~However, we ~~anticipate~~will ~~that~~not welimit ~~should be able to develop~~ our ~~website~~growth ~~for~~potential ~~a low price relative~~ to ~~industry standards. Total initial out~~web-~~of-pocket~~based ~~expenses~~sales ~~for our website be approximately $600, plus a monthly fee of approximately $40 for both the merchant banker and the payment gateway~~alone. ~~We expect to pay no more than $100 per year for our website hosting. Shipping will be a non-factor in terms of cost because the customer will be paying for all shipping costs.~~

We ~~believe~~have ~~that~~taken the first step towards the setup and development of our ~~price~~website ~~point~~by onpurchasing ~~apparel~~our ~~will~~website ~~allow~~domain uswww.HarborIslandApparel.com, toand ~~effectively~~designing ~~make~~our ~~sales~~logo ~~through~~that will become the branding icon for our website, apparel, and product tags. Once we acquire sufficient funding, we plan to purchase and develop our ~~low~~website. For ~~overhead~~this, we will ~~allow~~use usLevel Ten Hosting at www.leveltenhosting.com to ~~gain~~purchase ~~traction~~an ine-commerce ~~the~~template ~~clothing~~and ~~industry~~to host our website. We ~~believe~~will ~~that~~also need to start a merchant bank account with a merchant banker, and obtain an online payment gateway for instant credit card processing such as www.Authorize.net. Once these items are in place, we will ~~set~~be ready to begin accepting orders through our ~~initial~~website. The ~~price~~website ~~point~~will atbe equipped with a ~~100%~~shipping ~~markup~~estimator ~~from~~so, ~~wholesale~~that upon checkout, any customer may see the total price that they will be spending on their purchase. We ~~will~~plan to use ~~this~~the ~~price~~United ~~point~~States Postal Service for ~~our~~the ~~website~~shipping ~~sales~~of our products, and ~~set~~we ~~different~~will ~~prices~~add on$2 ~~apparel~~to each shipping estimate as ~~each~~processing ~~new~~and ~~sales~~handling ~~outlet~~to ~~provides~~pay for the packaging costs that we will incur. ~~Prices~~Based ~~will~~on ~~strongly~~our ~~depend~~initial onresearch, ~~the~~we ~~target~~anticipate ~~market~~that ofwe should be able to develop our website for a ~~given~~low ~~area~~price relative to industry standards. Total initial out-of-pocket expenses for our website be approximately $600, plus a monthly fee of approximately $40 for both the merchant banker and the ~~marketing~~payment wegateway. We expect to pay no more than $100 per year for our website hosting. Shipping will ~~have~~be toa ~~put~~non-factor ~~into~~in ~~that~~terms ~~particular~~of ~~area~~cost because the customer will be paying for all shipping costs.

6We believe that our price point on apparel will allow us to effectively make sales through our website, and our low overhead will allow us to gain traction in the clothing industry. We believe that we will set our initial price point at a 100% markup from wholesale. We will use this price point for our website sales, and set different prices on apparel as each new sales outlet provides. Prices will strongly depend on the target market of a given area, and the marketing we will have to put into that particular area.

~~Licensing~~5

Currently, our business plan is centered around a Non-exclusive Distributor Agreement that we entered into on March 12, 2010 with Island Stuff USA, and which agreement was subsequently amended on July 23, 2010. The sale of licensed products is a key element of our business strategy and we intend to expand our offerings of licensed products over the coming years. Under typical license agreements, minimum net sales of licensed products are required and royalty and advertising payments must be paid to the licensor (usually based on a percentage of net sales of licensed products). Usually, a failure to satisfy the requirements or meet the obligations of a license agreement will give a licensor the right to terminate our license.Licensing

~~Our~~Currently, ~~current~~our ~~license~~business ~~agreement~~plan is centered around a Non-exclusive Distributor Agreement that we entered into on March 12, 2010 with Island Stuff USA, ~~does~~and ~~not~~which ~~include~~agreement ~~any~~was ~~performance~~subsequently ~~criteria;~~amended ~~however~~on July 23, ~~the~~2010. The ~~license~~sale of licensed products is ~~terminable~~a atkey ~~any~~element ~~time~~of byour ~~either~~business ~~party.~~strategy ~~Our~~and ~~management~~we ~~intends~~intend to ~~develop~~expand anour ~~excellent~~offerings ~~working~~of ~~relationship~~licensed ~~with~~products ~~Island~~over ~~Stuff~~the ~~USA~~coming inyears. ~~order~~Under totypical ~~ensure~~license ~~that~~agreements, ~~the~~minimum ~~license~~net ~~agreement~~sales ~~remains~~of inlicensed ~~place.~~products Weare ~~will~~required ~~work~~and ~~with~~royalty ~~Island~~and ~~Stuff~~advertising ~~USA~~payments tomust ~~ensure~~be paid to the ~~highest~~licensor ~~satisfaction~~(usually inbased ~~our~~on a percentage of net sales ~~and~~of ~~distribution~~licensed ~~efforts~~products). Usually, a failure to satisfy the requirements or meet the obligations of a license agreement will give a licensor the right to terminate our license.

~~Marketing~~Our ~~Plan/Budget~~current license agreement with Island Stuff USA does not include any performance criteria; however, the license is terminable at any time by either party. Our management intends to develop an excellent working relationship with Island Stuff USA in order to ensure that the license agreement remains in place. We will work with Island Stuff USA to ensure the highest satisfaction in our sales and distribution efforts.

~~Our~~Marketing marketing strategy will begin with word of mouth, which will always be our most important means of promotion. In order to effectively market the Company as a retailer of resort and beach apparel, we will focus on establishing a strong marketing, advertising and distribution presence in beach activity marketplaces. If we generate significant revenues, we intend to implement an advertising and marketing campaign to increase awareness of the Company and to acquire new customers through multiple channels, including traditional and online advertising and direct marketing.Plan/Budget

WeOur ~~plan~~marketing tostrategy ~~brand~~will ~~and~~begin ~~market~~with ~~our~~word ~~website~~of ~~first~~mouth, ~~and~~which ~~foremost.~~will Wealways ~~believe~~be ~~that~~our ~~having~~most aimportant ~~website~~means ~~with~~of apromotion. In ~~great~~order ~~design,~~to ~~easy~~effectively ~~navigation,~~market ~~and~~the ~~purchasing~~Company ~~capability~~as is a ~~key~~retailer ~~factor~~of toresort ~~online~~and ~~shopping. Once~~beach ~~our website is fully developed~~apparel, we will ~~begin~~focus toon ~~market~~establishing ~~and~~a ~~advertise~~strong ~~our website with cost-effective online~~ marketing, ~~tools. We~~advertising ~~will~~and ~~begin~~distribution ~~with~~presence ~~search~~in ~~engine~~beach ~~optimization~~activity ~~(SEO) of our website~~marketplaces. ~~This~~ ~~will~~If ~~increase~~we ~~our~~generate ~~websites~~significant ~~ranking~~revenues, onwe ~~search~~intend ~~engines~~to ~~within~~implement ~~organic~~an ~~keyword~~advertising ~~searches. There~~and ~~are~~marketing ~~many~~campaign ~~different ways~~ to ~~improve~~increase ~~SEO~~awareness of athe ~~website,~~Company and ~~many~~to ~~companies~~acquire ~~can~~new ~~charge~~customers upthrough tomultiple ~~$15~~channels,~~000~~ toincluding ~~provide~~traditional ~~SEO. We~~and ~~plan~~online onadvertising ~~initiating~~and ~~the~~direct ~~SEO of our website ourselves to keep our costs down~~marketing.

We ~~also~~ plan to ~~use~~brand ~~social~~and ~~media~~market ~~forums,~~our ~~such~~website asfirst ~~Facebook®~~and foremost. We believe that having a website with a great design, ~~Twitter®~~easy navigation, and ~~Myspace®,~~purchasing tocapability ~~begin~~is ~~the~~a ~~branding~~key offactor ~~our~~to ~~products~~online shopping. ~~Through~~Once ~~venues~~our ~~like~~website ~~these~~is fully developed, we will bebegin ~~able~~ to ~~place~~market ~~our~~and ~~brand~~advertise inour ~~front~~website ofwith ~~millions~~cost-effective ofonline ~~Internet~~marketing ~~users~~tools. We ~~and~~will ~~potential~~begin ~~customers~~with ~~every~~search ~~day~~engine ~~with~~optimization no(SEO) ~~additional out-~~of~~-pocket~~ ~~expense~~our website. ~~Also,~~This bywill ~~gaining~~increase ~~followers~~our onwebsites ~~these~~ranking ~~social~~on ~~media~~search ~~websites,~~engines wewithin ~~believe~~organic ~~that~~keyword itsearches. There ~~will~~are ~~help~~many usdifferent ~~form~~ways ato ~~bond~~improve ~~with~~SEO ~~our~~of ~~potential~~a ~~customers~~website, and ~~possibly~~many ~~lead~~companies can charge up to ~~repeat~~$15,000 ~~sales~~to provide SEO. We plan on initiating the SEO of our website ourselves to keep our costs down.

AsWe wealso ~~generate revenues from our website sales, we~~ plan to ~~initiate~~use ~~online~~social ~~advertising~~media ~~through~~forums, ~~large search engines~~ such as ~~Google~~Facebook®, ~~and Yahoo!~~Twitter®, and ~~also through Facebook~~Myspace®~~. These companies have developed advertising programs~~, ~~which~~to ~~only~~begin ~~charge~~the anbranding ~~advertiser when their ad is actually clicked on. This form~~ of ~~advertising~~our ~~is called cost-per-click advertising or CPC~~products. ~~Advertising~~Through ~~with~~venues like these, ~~online~~we ~~companies~~ will ~~allow~~be usable to place ~~keyword~~our ~~specific~~brand ~~advertisements~~ in ~~our~~front ~~target~~of ~~market. With~~millions ~~relatively~~of ~~little~~Internet ~~cost,~~users weand ~~will~~potential becustomers ~~able~~every today ~~develop~~with anno ~~online~~additional ~~marketing~~out-of-pocket ~~presence~~expense. Also, ~~that~~by ~~reaches~~gaining ~~our~~followers ~~target~~on ~~market,~~these ~~and~~social media websites, we ~~will~~believe ~~only~~that ~~have~~it towill ~~pay~~help ~~advertising~~us ~~fees~~form ~~when~~a ~~people~~bond with ~~genuine~~our ~~interest~~potential incustomers, ~~our~~and ~~products~~possibly ~~click~~lead onto ~~our~~repeat ~~ads~~sales.

IfAs ~~our~~we ~~online~~generate ~~marketing~~revenues ~~efforts~~from ~~prove~~our towebsite ~~be successful~~sales, we ~~will~~plan ~~begin~~to ainitiate ~~print~~online ~~media~~advertising ~~campaign~~through ~~focused~~large insearch ~~the~~engines ~~South~~such ~~Florida~~as ~~region. We~~Google® ~~will~~and ~~begin~~Yahoo!®, ~~with~~and ~~postcard~~also ~~mailers,~~through ~~and~~Facebook®. These ~~move~~companies ~~towards~~have ~~print~~developed advertising inprograms, ~~newspapers~~which ~~and~~only ~~magazines. We~~charge ~~plan~~an toadvertiser dowhen ~~all~~their ofad ~~our~~is ~~own~~actually ~~graphic~~clicked ~~design~~on. This inform ~~our~~of ~~print~~ advertising, sois ~~that~~called ~~our~~cost-per-click ~~costs~~advertising ~~remain~~or ~~as low as possible~~CPC. WeAdvertising ~~will~~with ~~save~~these aonline ~~tremendous~~companies ~~amount~~will ofallow ~~money~~us byto ~~developing~~place ~~our~~keyword ~~own~~specific ~~fliers and~~ advertisements ~~because~~in ~~graphic~~our ~~designers~~target ~~charge~~market. With ~~anywhere~~relatively ~~from~~little ~~$70-$150~~cost, ~~per~~we ~~hour~~will ~~for~~be ~~their~~able ~~work. Also,~~to bydevelop ~~using~~an ~~large~~ online ~~print~~marketing ~~companies~~presence ~~such~~that asreaches ~~www.uprinting.com~~our target market, and we will beonly ~~able~~have to ~~save~~pay ~~large~~advertising ~~amounts~~fees ofwhen ~~money~~people with genuine interest in our products click on ~~printing~~our ~~costs~~ads.

~~TimeLine~~If our online marketing efforts prove to be successful, we will begin a print media campaign focused in the South Florida region. We will begin with postcard mailers, and move towards print advertising in newspapers and magazines. We plan to do all of ~~Anticipated~~our ~~Operational~~own ~~Milestones~~graphic design in our print advertising, so that our costs remain as low as possible. We will save a tremendous amount of money by developing our own fliers and advertisements because graphic designers charge anywhere from $70-$150 per hour for their work. Also, by using large online print companies such as www.uprinting.com, we will be able to save large amounts of money on printing costs.

The Milestones table hereunder is designed to illustrate the Company’s plan of operations and the associated costs for the next twelve months and beyond. The Company’s operations will include creation and development of an e-commerce website for sales, ordering of inventory and supplies in preparation for sales, and seeking out and securing arrangements with existing retailers to distribute our products for resale, but does not include the establishment of a physical retail store. This table does not take into account offering expenses, legal, accounting and other professional fees.6

7TimeLine of Anticipated Operational Milestones

Timeline	Activity	Anticipated Costs	Description of Milestone Activity
0-4 Months	Make an initial purchase from Island Stuff USA	$1,170 to purchase our initial inventory order	Our proposed initial order from Island Stuff USA will consist of twelve different styles of apparel, with twelve pieces each. This will give us an initial inventory of 144 garments.
	Begin the design and development of www.harborislandapparel.com, as a fully functional e-commerce website	Around $600 for the purchase of a website template, hosting for one year, and the initial setup* of a merchant bank account and payment gateway (*Additional monthly fee of $40/month incurred after initial month).	The Company intends to use Level Ten Hosting for the purchase of a website template and an e-commerce hosting package. We plan to use Moneris Services for our merchant banker, and Authorize.net for our credit card processing payment gateway. This activity is not dependent on future financing.
	Begin the branding of our products through the use of social media websites	$0 will be needed to start this form of marketing. It will only require the time of our sole officer and director	We anticipate using Facebook®, Twitter® and Myspace® for our initial product branding. This will allow us to reach millions of potential customers at no cost to us, and therefore is not dependent on future financing.
3-5 Months	Begin online advertising campaigns through Google®, Yahoo!® and Facebook®	We are budgeting between $4,800-8,300 for online advertising. The cost of these campaigns will vary and will be dependent on our ability to obtain future financing.	Assuming the Company's financing activities are meeting expectations, we do not foresee any reason that this activity would be delayed or suspended.
	Begin placing ads in local media and produce postcard mailers seeking targeted marketing	$1,000 - $1,500 - We will design our own ads to keep costs low, and distribute to our local target market. The media we choose to place ads in will be dependent on future financing.	We anticipate distributing up to 10,000 postcards at a time. We plan to distribute them on beaches and boardwalks, as well as through standard mail, minimizing our postage costs.
	Begin a full e-mail marketing campaign to supplement our print advertising	$500 - $1,500 - We will use the e-mail address of our growing customer base, and possibly purchase targeted e-mail lists.	Assuming the Company's other proposed advertising activities are proving successful, we do not see any reason why this would be delayed. The size of the e-mail lists that we may purchase will determine the costs involved and will be dependent on future financing.


Timeline	Activity	Anticipated Costs	Description of Milestone Activity
0-4 Months	Make an initial purchase from Island Stuff USA	$1,170 to purchase our initial inventory order	Our proposed initial order from Island Stuff USA will consist of twelve different styles of apparel, with twelve pieces each. This will give us an initial inventory of 144 garments.
0-4 Months	Begin the design and development of www.harborislandapparel.com, as a fully functional e-commerce website	Around $600 for the purchase of a website template, hosting for one year, and the initial setup* of a merchant bank account and payment gateway (*Additional monthly fee of $40/month incurred after initial month).	The Company intends to use Level Ten Hosting for the purchase of a website template and an e-commerce hosting package. We plan to use Moneris Services for our merchant banker, and Authorize.net for our credit card processing payment gateway. This activity is not dependent on future financing.
	Begin the branding of our products through the use of social media websites	$0 will be needed to start this form of marketing. It will only require the time of our sole officer and director	We anticipate using Facebook®, Twitter® and Myspace® for our initial product branding. This will allow us to reach millions of potential customers at no cost to us, and therefore is not dependent on future financing.
3-5 Months	Begin online advertising campaigns through Google®, Yahoo!® and Facebook®	We are budgeting between $4,800-8,300 for online advertising. The cost of these campaigns will vary and will be dependent on our ability to obtain future financing.	Assuming the Company's financing activities are meeting expectations, we do not foresee any reason that this activity would be delayed or suspended.
	Begin placing ads in local media and produce postcard mailers seeking targeted marketing	$1,000 - $1,500 - We will design our own ads to keep costs low, and distribute to our local target market. The media we choose to place ads in will be dependent on future financing.	We anticipate distributing up to 10,000 postcards at a time. We plan to distribute them on beaches and boardwalks, as well as through standard mail, minimizing our postage costs.
	Begin a full e-mail marketing campaign to supplement our print advertising	$500 - $1,500 - We will use the e-mail address of our growing customer base, and possibly purchase targeted e-mail lists.	Assuming the Company's other proposed advertising activities are proving successful, we do not see any reason why this would be delayed. The size of the e-mail lists that we may purchase will determine the costs involved and will be dependent on future financing.

4-6 Months	Begin placing ads in local media seeking qualified sales associates and begin the hiring process.	$500 - $1000 for ads - We will only pay to place ads in local newspapers if we are unable to adequately utilize free internet job websites. Our ability to place paid ads will be dependent on future financings and/or generated revenue. We have budgeted between $4,000 to $12,000 for initial employee salaries, depending on how many employees we decide to hire, which is dependent on future financing or successful operations.	We anticipate seeking out sales persons with sales experience in the retail clothing industry. We will offer no benefits and will base our hourly wages on what is customary for retail sales in our initial region. We have budgeted to pay around $8.50/hour for around 15 hours a week for 1-3 employees. We do not anticipate offering a commission structure; however, commission may be implemented once we have begun complete operations.
5-12 Months	Seek a booth at certain trade shows to further expand the branding of our products	$5,000 - $9,000 – Booth space at trade shows is expensive, but could prove to be a very important step in branding	Based on the financings obtained and the revenues we are generating at the five month mark, we will seek out booths in trade shows.
After 12 Months	Continue marketing and advertising	This cost will be completely dependent on the revenue that we are generating at the time and future financing.	We will continue marketing and advertising our products using word of mouth, print and email media campaigns and internet advertising.

As set forth in the table above, we anticipate our minimum total first year "start-up" costs to be roughly $19,000. However, depending on revenue, we may be able to devote more capital to marketing and advertising, consultants and/or staff. We anticipate our maximum “start-up” costs to be approximately $37,000. If we do not generate enough revenue to implement our business plan, additional funding will be required and will likely be in the form of debt financing or equity financing from the sale of our common stock or sales of convertible promissory notes that are convertible into shares of our common stock. We will seek out additional funds from friends, family, and business acquaintances; however, there is no guarantee that such funds will be available since we haven’t received any firm commitments or indications of interest from such persons regarding potential investments in our Company. If we do not obtain the necessary additional financing, we will be forced to scale back our plan of operations and our business activities. At this time, neither the Company nor management has any plans, or has entered into any discussions, written or unwritten, with any third-party relating to any merger acquisitions or business combination transaction. The Company and its Management are committed to the foregoing plan of operations and will use all reasonable means to effectuate the Company's business plan.



4-6 Months	Begin placing ads in local media seeking qualified sales associates and begin the hiring process.	$500 - $1000 for ads - We will only pay to place ads in local newspapers if we are unable to adequately utilize free internet job websites. Our ability to place paid ads will be dependent on future financings and/or generated revenue. We have budgeted between $4,000 to $12,000 for initial employee salaries, depending on how many employees we decide to hire, which is dependent on future financing or successful operations.	We anticipate seeking out sales persons with sales experience in the retail clothing industry. We will offer no benefits and will base our hourly wages on what is customary for retail sales in our initial region. We have budgeted to pay around $8.50/hour for around 15 hours a week for 1-3 employees. We do not anticipate offering a commission structure; however, commission may be implemented once we have begun complete operations.
5-12 Months	Seek a booth at certain trade shows to further expand the branding of our products	$5,000 - $9,000 – Booth space at trade shows is expensive, but could prove to be a very important step in branding	Based on the financings obtained and the revenues we are generating at the five month mark, we will seek out booths in trade shows.
After 12 Months	Continue marketing and advertising	This cost will be completely dependent on the revenue that we are generating at the time and future financing.	We will continue marketing and advertising our products using word of mouth, print and email media campaigns and internet advertising.

~~Growth~~As ~~Strategy~~set forth in the table above, we anticipate our minimum total first year "start-up" costs to be roughly $19,000. However, depending on revenue, we may be able to devote more capital to marketing and advertising, consultants and/or staff. We anticipate our maximum “start-up” costs to be approximately $37,000. If we do not generate enough revenue to implement our business plan, additional funding will be required and will likely be in the form of debt financing or equity financing from the sale of our common stock or sales of convertible promissory notes that are convertible into shares of our common stock. We will seek out additional funds from friends, family, and business acquaintances; however, there is no guarantee that such funds will be available since we haven’t received any firm commitments or indications of interest from such persons regarding potential investments in our Company. If we do not obtain the necessary additional financing, we will be forced to scale back our plan of operations and our business activities. At this time, neither the Company nor management has any plans, or has entered into any discussions, written or unwritten, with any third-party relating to any merger acquisitions or business combination transaction. The Company and its Management are committed to the foregoing plan of operations and will use all reasonable means to effectuate the Company's business plan.

~~Our~~Growth long-term goal, assuming we are successful in initiating our business plan, is to build an all-season diversified apparel company with a broad portfolio of brands that we will offer in multiple channels of retail distribution. In order to reach this goal, we will put into action the following growth strategies:Strategy

~~Execute~~Our ~~new~~long-term ~~initiatives.~~goal, Weassuming ~~intend~~we toare ~~seek~~successful ~~opportunities~~in toinitiating ~~offer~~our ~~products~~business ~~for~~plan, ~~all~~is ~~seasons.~~to ~~This~~build ~~may~~an ~~include~~all-season ~~finding~~diversified ~~new~~ apparel ~~companies~~company ~~to form distributorships~~ with, ora ifbroad ~~cost~~portfolio ~~effective~~of ~~for~~brands ~~us,~~that we ~~may~~will ~~use~~offer ~~our~~in ~~relationship~~multiple ~~with~~channels ~~Island~~of ~~Stuff~~retail ~~USA~~distribution. In order to ~~manufacture~~reach ~~our~~this ~~own~~goal, ~~clothing~~we ~~using~~will ~~their~~put ~~facilities~~into ~~abroad.~~action the following growth strategies:

~~Extend~~Execute ~~our~~new ~~marketing~~initiatives. ~~and~~We ~~advertising~~intend ~~capabilities~~to seek opportunities to offer products for all seasons. AsThis wemay ~~grow,~~include wefinding ~~believe~~new ~~that~~apparel ~~our~~companies ~~money~~to ~~will~~form bedistributorships ~~best~~with, ~~spent~~or onif ~~marketing~~cost ~~the~~effective ~~products~~for us, we ~~sell. We~~may ~~plan~~use toour ~~expand~~relationship ~~our~~with ~~advertising~~Island ~~campaigns~~Stuff USA to ~~include~~manufacture ~~the~~our ~~branding~~own ofclothing ~~our~~using ~~products~~their facilities abroad.

~~Seek~~Extend ~~attractive~~our ~~acquisitions~~marketing and advertising capabilities. WeAs ~~plan~~we togrow, ~~pursue~~we ~~acquisitions~~believe ofthat ~~complementary~~our ~~product~~money ~~lines~~will ~~and~~be ~~businesses,~~best ~~which~~spent ~~could~~on ~~include~~marketing ~~wholesale~~the ~~and~~products ~~retail~~we ~~opportunities~~sell. We plan to expand our advertising campaigns to include the branding of our products.

9Seek attractive acquisitions. We plan to pursue acquisitions of complementary product lines and businesses, which could include wholesale and retail opportunities.

~~Competition~~8

The beach apparel industry is highly competitive and fragmented and is subject to rapidly changing consumer demands and preferences. We believe that success in this industry depends in large part upon the ability to anticipate, gauge and respond to changing consumer demands and fashion trends in a timely manner. Initially, we will be relying on Island Stuff USA to adjust its production to the changing demands of the consumer, and we will purchase our orders accordingly. Competition

WeThe ~~compete~~beach ~~with~~apparel ~~numerous~~industry ~~apparel~~is ~~manufacturers,~~highly ~~distributors~~competitive and ~~designers~~fragmented ~~which operate in the beachwear~~ and ~~resort~~is ~~apparel~~subject ~~markets. We~~to dorapidly ~~not~~changing ~~currently~~consumer ~~have,~~demands ~~nor~~and dopreferences. weWe ~~expect~~believe tothat ~~have,~~success ~~exclusive~~in ~~relationship(s)~~this ~~with~~industry ~~Island~~depends ~~Apparel~~in ~~USA~~large orpart ~~other~~upon ~~future supplier(s). Many of~~ the ~~designers,~~ability ~~manufacturers,~~to ~~and retailers~~anticipate, ~~domestic~~gauge and ~~foreign,~~respond ~~that~~to wechanging ~~compete~~consumer ~~with~~demands ~~are significantly larger~~ and ~~have~~fashion ~~substantially~~trends ~~greater~~in ~~resources~~a ~~than~~timely ~~we do~~manner. ~~These~~Initially, ~~companies~~we ~~may~~will be ~~able~~relying toon ~~engage~~Island inStuff ~~larger~~USA ~~scale~~to ~~branding,~~adjust ~~advertising~~its ~~and~~production ~~manufacturing~~to ~~activities~~the ~~than~~changing wedemands ~~can.~~of ~~Further,~~the ~~with sufficient financial backing~~consumer, ~~talented~~and ~~designers~~we ~~can~~will ~~become~~purchase ~~competitors~~our ~~within~~orders ~~several years of establishing a new label~~accordingly.

We ~~will~~ compete ~~primarily~~with onnumerous ~~the~~apparel ~~basis of fashion~~manufacturers, ~~quality,~~distributors and ~~service.~~designers ~~Our~~which ~~business~~operate ~~depends on our ability to shape and stimulate consumer tastes and demands by marketing innovative and exciting beachwear, as well as on our ability to remain competitive~~ in the ~~areas~~beachwear ofand ~~quality~~resort ~~and~~apparel ~~price~~markets. We ~~believe~~do ~~that~~not ~~our~~currently ~~price~~have, ~~point~~nor ~~and~~do ~~customer~~we ~~service~~expect ~~will~~to ~~allow~~have, usexclusive torelationship(s) bewith aIsland ~~competitive~~Apparel ~~apparel~~USA ~~company~~or ~~within~~other ~~our~~future ~~target market~~supplier(s). ByMany ~~doing~~of athe ~~simple~~designers, ~~Internet~~manufacturers, ~~search~~and ~~for a sarong~~retailers, ~~defined~~domestic asand aforeign, ~~length~~that ofwe ~~fabric~~compete ~~often~~with ~~wrapped~~are ~~around~~significantly ~~the~~larger ~~waist~~ and ~~worn~~have assubstantially agreater ~~skirt~~resources bythan ~~women,~~we ~~shopping~~do. ~~results~~These ~~vary~~companies ~~from~~may ~~$14.99~~be –able ~~$44.00. We~~to ~~plan~~engage onin ~~selling~~larger ~~our~~scale ~~sarongs~~branding, ~~through~~advertising ~~our~~and ~~website~~manufacturing atactivities ~~$14.00. Also,~~than ~~because~~ we ~~are~~can. ~~only a distributor~~Further, ~~and~~with ~~not~~sufficient ~~the~~financial ~~actual manufacturer of our clothing~~backing, wetalented ~~believe~~designers ~~that~~can webecome ~~will~~competitors bewithin ~~able~~several toyears ~~direct~~of ~~our~~establishing ~~focus~~a onnew ~~customer service~~label.

~~Additionally~~We will compete primarily on the basis of fashion, ~~Island~~quality, ~~Stuff~~and ~~USA~~service. ~~allows~~Our usbusiness depends on our ability to ~~use~~shape aand ~~portion~~stimulate ofconsumer ~~their~~tastes ~~warehouse~~and asdemands ~~our~~by ~~corporate~~marketing ~~office,~~innovative ~~thus~~and exciting beachwear, weas ~~will~~well ~~not~~as ~~have~~on toour ~~pay~~ability ~~any~~to ~~additional~~remain ~~shipping~~competitive ~~fees~~in tothe ~~receive~~areas ~~our~~of ~~orders~~quality ~~from~~and ~~them~~price. ~~This~~We ~~gives~~believe usthat aour ~~strong~~price ~~advantage~~point ~~over~~and ~~competing~~customer ~~distributors~~service ~~because it~~ will allow us to ~~maintain~~be a ~~lower~~competitive ~~price~~apparel ~~point~~company within our target market. By doing a simple Internet search for a sarong, defined as a length of fabric often wrapped around the waist and ~~realize~~worn ~~more~~as ~~profits~~a skirt by women, shopping results vary from $14.99 – $44.00. We plan on selling our ~~sales~~sarongs through our website at $14.00. Also, because we are ~~located~~only ata distributor, and not the ~~Island~~actual ~~Stuff~~manufacturer ~~USA~~of ~~warehouse~~our clothing, we ~~should~~believe that we will be able to ~~maintain~~direct ~~the~~our ~~highest~~focus ~~level~~on ofcustomer ~~product quality control~~service.

~~Government~~Additionally, ~~Regulation~~Island Stuff USA allows us to use a portion of their warehouse as our corporate office, thus, we will not have to pay any additional shipping fees to receive our orders from them. This gives us a strong advantage over competing distributors because it will allow us to maintain a lower price point, and realize more profits from our sales. Also, because we are located at the Island Stuff USA warehouse, we should be able to maintain the highest level of product quality control.

~~Our~~Government products are subject to regulation by the Federal Trade Commission in the United States. Such regulations relate principally to the labeling of our products. We believe that any product that we resell will be in substantial compliance with such regulations, as well as applicable federal, state, local, and foreign rules and regulations.Regulation

~~Any~~Our ~~import~~products orare ~~export operations we engage in will also be~~ subject to ~~constraints~~regulation ~~imposed~~ by ~~bilateral textile agreements between~~ the ~~United~~Federal ~~States and a number of foreign countries. Those agreements, which have been negotiated bilaterally, either under the framework established by the Arrangement Regarding International~~ Trade Commission in ~~Textiles, known as~~ the ~~Multifiber Agreement, or other applicable statutes, impose quotas on the amounts and types of merchandise which may be imported into the~~ United States ~~from these countries~~. ~~Those~~Such ~~agreements~~regulations ~~also~~relate ~~allow~~principally ~~the signatories~~ to ~~adjust~~ the ~~quantity~~labeling of ~~imports~~our ~~for~~products. ~~categories~~We ofbelieve ~~merchandise~~ that, ~~under~~any ~~the~~product ~~terms~~that ofwe ~~the~~resell ~~agreements,~~will ~~are~~be ~~not~~in ~~currently~~substantial ~~subject~~compliance towith ~~specific~~such ~~limits.~~regulations, ~~Any~~as ~~imported~~well ~~products~~as ~~that~~applicable wefederal, ~~may~~state, ~~sell~~local, ~~may~~and ~~also~~foreign berules ~~subject~~and ~~to United States customs' duties~~regulations.

~~Employees~~Any import or export operations we engage in will also be subject to constraints imposed by bilateral textile agreements between the United States and a number of foreign countries. Those agreements, which have been negotiated bilaterally, either under the framework established by the Arrangement Regarding International Trade in Textiles, known as the Multifiber Agreement, or other applicable statutes, impose quotas on the amounts and types of merchandise which may be imported into the United States from these countries. Those agreements also allow the signatories to adjust the quantity of imports for categories of merchandise that, under the terms of the agreements, are not currently subject to specific limits. Any imported products that we may sell, may also be subject to United States customs' duties.

~~We have no employees, other than Donald Ross, our sole officer and director.~~ Employees

~~WHERE~~We ~~YOU~~have ~~CAN~~no ~~GET~~employees, ~~ADDITIONAL~~other ~~INFORMATION~~than Donald Ross, our sole officer and director.

WeSubsequent file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. You can obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.Events:

~~ITEM~~On 1AApril 3, 2013, Chuck Anton acquired control of three hundred million (300,000,000) restricted shares of the Company’s issued and outstanding common stock, representing approximately 66.67% ~~RISK~~of ~~FACTORS~~the Company’s total issued and outstanding common stock, from Julian Benavides in exchange for $15,000 per the terms of a stock purchase agreement by and between Mr. Anton and Mr. Benavides.

WeThere are ano ~~smaller~~arrangements ~~reporting~~or ~~company~~understandings asbetween ~~defined~~Mr. byBenavides ~~Rule~~and ~~12b-2~~Mr. ofAnton ~~the~~and/or ~~Securities~~their ~~Exchange~~respective ~~Act~~associates ofwith ~~1934~~respect ~~and are not required~~ to ~~provide~~ the ~~information~~election ~~under~~of ~~this~~directors ~~item.~~or other matters

~~ITEM~~On 1BApril 4, 2013, Harbor Island Development Corp. ~~UNRESOLVED~~(the ~~STAFF~~"Company") ~~COMMENTS~~entered into a License Agreement (the "License Agreement") with BrandSeed Inc., a Virginia corporation, ("Licensor") under which the Licensor granted the Company a five (5) year worldwide, exclusive right to utilize that certain proprietary direct marketing software owned and developed by the Licensor (the "Software").

~~None.~~9

10In exchange for the rights to use the Software, the Company agreed to issue 110,000,000 restricted shares of its common stock (the “Shares”) to Licensor.

~~ITEM~~The 2.License ~~PROPERTIES~~Agreement also contains customary representations and warranties of the Company and Licensor.

WeWHERE doYOU ~~not~~CAN ~~own~~GET ~~any~~ADDITIONAL real estate. Our sole supplier, Island Stuff USA, currently provides us with office space at 2275 NW 150th Street, Unit B, in Opa Locka, FL 33054 and our current telephone number is 305-688-7494. We do not pay for use of these premises, as it is offered to us by our sole supplier. However, our use of this space may be terminated at any time, with no penalty or termination fee due to the Company. The space is utilized for general office purposes and it is our belief that our space is adequate for our immediate needs. Additional space may be required as we expand our operations. As of the date of this filing, we have not sought to move or change our office site. In the event that we do seek to move or change our office site, we do not foresee any significant difficulties in obtaining other office space.INFORMATION

~~ITEM~~We 3file annual, quarterly and current reports, proxy statements and other information with the SEC. ~~LEGAL~~You ~~PROCEEDINGS~~may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. You can obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.

WeITEM ~~know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation~~1A. ~~There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.~~

~~ITEM~~RISK ~~4. MINE SAFETY DISCLOSURES~~FACTORS

~~Not~~We ~~Applicable~~are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

~~PART~~ITEM II1B.

UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

We do not own any real estate. Our sole supplier, Island Stuff USA, currently provides us with office space at 2275 NW 150th Street, Unit B, in Opa Locka, FL 33054 and our current telephone number is 305-688-7494. We do not pay for use of these premises, as it is offered to us by our sole supplier. However, our use of this space may be terminated at any time, with no penalty or termination fee due to the Company. The space is utilized for general office purposes and it is our belief that our space is adequate for our immediate needs. Additional space may be required as we expand our operations. As of the date of this filing, we have not sought to move or change our office site. In the event that we do seek to move or change our office site, we do not foresee any significant difficulties in obtaining other office space.

ITEM 3.

LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 4.

MINE SAFETY DISCLOSURES

Not Applicable.

PART II

ITEM 5.

MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock

Our common stock is currently quoted on the OTC Bulletin Board. Our common stock has been quoted on the OTC Bulletin Board since April 16, 2012 trading under the symbol “HIDC.OB”. Because we are quoted on the OTC Bulletin Board, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.

As of ~~July~~June 930, ~~2012~~2013, the Company has not begun trading on the OTCBB.

Record Holders

As of July 910, ~~2012~~2013, an aggregate of 5450,~~750~~000,000 shares of our Common Stock were issued and outstanding and were owned by approximately 26 holders of record, based on information provided by our transfer agent.

Recent Sales of Unregistered Securities

Other than as previously disclosed, none.

Re-Purchase of Equity Securities

None.

Dividends

We have not paid any cash dividends on our common stock since inception and presently anticipate that all earnings, if any, will be retained for development of our business and that no dividends on our common stock will be declared in the foreseeable future. Any future dividends will be subject to the discretion of our Board of Directors and will depend upon, among other things, future earnings, operating and financial condition, capital requirements, general business conditions and other pertinent facts. Therefore, there can be no assurance that any dividends on our common stock will be paid in the future.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

11ITEM 6.

~~ITEM 6.~~ SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 7. ~~MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION~~

~~This~~MANAGEMENT'S ~~Annual~~DISCUSSION ~~Report~~AND onANALYSIS ~~Form~~OR ~~10-K~~PLAN ~~contains~~OF forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.OPERATION

~~Working~~This ~~Capital~~Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

	March 31, 2012	March 31, 2011
	$	$
Current Assets	12,076	242
Current Liabilities	176,903	105,796
Working Capital Deficit	(164,827)	(105,554)

~~Cash~~Working ~~Flows~~Capital

	March 31, 2012 $	March 31, 2011 $
	March 31, 2013	March 31, 2012
Cash Flows from (used in) Operating Activities	(36,688)	(60,690)
	$	$
Cash Flows from (used in) Financing Activities	48,522	45,488
Current Assets	6,623	12,076
Net Increase (decrease) in Cash During Period	11,834	(15,202)
Current Liabilities	231,492	176,903
Working Capital Deficit	(224,869)	(164,827)

~~Operating~~Cash ~~Revenues~~Flows

We have not generated any revenues since inception.


	March 31, 2013 $	March 31, 2012 $
Cash Flows from (used in) Operating Activities	(15,453)	(36.888)
Cash Flows from (used in) Financing Activities	10,000	48,522
Net Increase (decrease) in Cash During Period	(5,453)	11,834

Operating ~~Expenses and Net Loss~~Revenues

~~Operating~~We ~~expenses~~have ~~for~~not ~~the~~generated ~~year~~any ~~ended~~revenues ~~March~~since ~~31, 2012 was $90,091 compared with $100,190 for the year ended March 31, 2011~~inception. The decrease is attributed to $5,399 of general and administrative activities as the Company had lower cash flows during the year for day-to-day expenditures, and a decrease of $7,200 in professional fees as the Company incurred more costs in the prior year for the S-1 registration process.

~~Net~~Operating ~~loss~~Expenses ~~for the year ended March 31, 2012 was $97,045, or $0.02 per share compared with a net loss of $104,722~~ and ~~$0.02~~Net loss per share for the year ended March 31, 2011. In addition to operating expenses, the Company also incurred interest expense of $6,954 during the year ended March 31, 2012 for accrued interest on the $72,401 of note payable which is unsecured, due interest at 10% per annum, and due on demand. During the year ended March 31, 2011, interest expense was $4,532 and the increase in the current year is due to the fact that the current year debt is comprised of the full year and the note payable outstanding during fiscal 2011 was $61,651. Loss

Operating expenses for the year ended March 31, 2013 was $52,221 compared with $90,091 ~~Liquidity~~for the year ended March 31, 2012. During the year, the Company had a decrease of $5,870 in general and ~~Capital~~administrative ~~Resources~~costs as the Company had limited amounts of cash flow and had limited proceeds raised from financing activities during the year , a decrease of $15,000 in management fees due to the change in management during the year and the new management electing not to take a management fee, and $17,000 decrease in professional fees relating to lower legal costs as the Company had limited transactions during the year that did not require extensive legal services.

AsNet atloss for the year ended March 31, ~~2012~~2013 was $60,042, ~~the~~or ~~Company’s~~$nil ~~cash~~per ~~balance~~share ~~and~~compared ~~total~~with ~~assets~~a ~~were~~net loss of $1297,~~076~~045 ~~compared~~and to $~~242~~nil asloss ofper share for the year ended March 31, ~~2011~~2012. ~~The~~In ~~increase~~addition ~~was~~to ~~attributed~~operating toexpenses, ~~additional~~the ~~proceeds~~Company ~~received~~also ~~from~~incurred ~~issuance~~interest expense of ~~notes~~$7,821 during the year ended March 31, 2013 for accrued interest on the $82,401 of note payable which is unsecured, due interest at 10% per annum, and ~~for~~due ~~proceeds~~on ~~received~~demand. During ~~from~~the year ended March 31, 2012, interest expense was $6,954 and the ~~issuance~~increase in the current year is due to the fact that the current year debt is comprised of ~~common~~the ~~shares~~full year of the note payable.

12Liquidity and Capital Resources

As at March 31, ~~2012~~2013, the Company’s ~~had~~cash balance and total ~~liabilities~~assets ofwere $~~176~~6,~~903~~623 compared ~~with~~to ~~total liabilities of~~ $~~105~~12,~~796~~076 as atof March 31, ~~2011~~2012. The ~~increase~~decrease ~~in total liabilities~~ was attributed to ~~increases~~the inuse ~~accounts payable and accrued liabilities~~ of ~~$30,357 due to~~ the ~~lack~~Company’s ~~of sufficient~~ cash flow for ~~the~~operating ~~Company~~activities ~~to repay its obligations on a timely basis, increase in amounts due to related parties of $30,000 relating to the quarterly management fee owed to the President and Director of the Company~~ at a higher rate ofthan ~~$2,500~~proceeds ~~per~~received ~~month,~~from ~~and~~financing ~~$10,750~~activities ~~relating~~during ~~to additional notes payable issued by~~ the ~~Company to repay outstanding obligations~~year.

As at March 31, ~~2011~~2013, the Company had atotal ~~working~~liabilities ~~capital deficit~~ of $~~164~~231,~~827~~492 compared with atotal ~~working~~liabilities ~~capital deficit~~ of $~~105,554~~176.903 as at March 31, ~~2011~~2012. The increase in ~~working~~total ~~capital~~liabilities ~~deficit~~ was attributed to ~~day-to-day~~increases ~~obligations~~in ofaccounts ~~the~~payable ~~Company~~and ~~that~~accrued ~~are~~liabilities ~~unpaid~~of ~~given~~$29,589 ~~the~~due ~~fact~~to ~~that~~ the ~~Company~~lack ~~lacks~~of sufficient cash flow for the Company to repay its ~~debts~~obligations on a timely basis, increase in amounts due to related parties of $15,000 relating to the management fee owed to the former President and Director of the Company, and $10,000 increase in notes payable for additional financing received by the Company during the year, which is unsecured, bears interest at 10% per annum, and is due on demand.

~~Cashflow~~As ~~from~~at ~~Operating~~March ~~Activities~~31, 2012, the Company had a working capital deficit of $224,869 compared with a working capital deficit of $164,827 as at March 31, 2012. The increase in working capital deficit was attributed to day-to-day obligations of the Company that are unpaid given the fact that the Company lacks sufficient cash flow to repay its debts on a timely basis.

~~During~~Cashflow the year ended March 31, 2012, the Company used $36,688 of cash for operating activities as compared to $60,690 during the year ended March 31, 2011. The decrease in the use of cash for operating activities is attributed to the fact that the Company raised only $10,750 in proceeds from ~~notes~~Operating ~~payable as the majority of the $37,772 proceeds received from the issuance of common shares occurred in December 2011 and the Company had not used all the cash proceeds.~~ Activities

~~Cashflow~~During the year ended March 31, 2013, the Company used $15,453 of cash for operating activities as compared to $36,688 during the year ended March 31, 2012. The decrease in the use of cash for operating activities is attributed to the fact that the Company raised only $10,000 in proceeds from ~~Investing~~notes ~~Activities~~payable and only had limited amounts of cash for operating activities during the year.

~~During the years ended March 31, 2012 and 2011, the Company did not have any cash transactions related to investing activities.~~ 12

Cashflow from ~~Financing~~Investing Activities

During the ~~year~~years ended March 31, 2013 and 2012, the Company ~~received~~did ~~$48,522~~not ofhave any cash ~~from~~transactions ~~financing~~related ~~activities compared~~ to ~~$45,488~~investing ~~during the year ended March 31, 2011~~activities. ~~The~~ ~~Company received $10,750 in proceeds from notes payable and $37,772 from the issuance of common shares compared with proceeds of $45,488 from notes payable during the year ended March 31, 2011.~~

~~Going~~Cashflow ~~Concern~~from Financing Activities

WeDuring ~~have~~the ~~not~~year ~~attained~~ended ~~profitable~~March ~~operations~~31, ~~and~~2013, ~~are~~the ~~dependent~~Company ~~upon~~received ~~obtaining~~$10,000 of cash from financing toactivities ~~pursue~~compared ~~any~~to ~~extensive~~$48,522 ~~acquisitions~~during ~~and~~the ~~activities.~~year ~~For~~ended ~~these~~March ~~reasons~~31, ~~our~~2012. The ~~auditors~~Company ~~stated~~received $10,000 in ~~their~~proceeds ~~report~~from onnotes ~~our~~payable ~~audited~~compared ~~financial~~with ~~statements~~proceeds ~~that~~of ~~they~~$10,750 ~~have~~from ~~substantial~~notes ~~doubt~~payable ~~that~~and we$37,772 ~~will~~from bethe ~~able~~issuance toof ~~continue~~common asshares aduring ~~going~~the ~~concern~~year ~~without~~ended ~~further~~March ~~financing~~31, 2012.

~~Future~~Going ~~Financings~~Concern

We ~~will~~have ~~continue~~not toattained ~~rely~~profitable onoperations ~~equity~~and ~~sales~~are ofdependent ~~our~~upon ~~common~~obtaining ~~shares~~financing ~~in order~~ to ~~continue~~pursue toany ~~fund~~extensive ~~our~~acquisitions ~~business~~and ~~operations~~activities. ~~Issuances~~For ofthese ~~additional~~reasons, ~~shares~~our ~~will~~auditors ~~result~~stated in ~~dilution~~their toreport ~~existing~~on ~~stockholders.~~our ~~There~~audited isfinancial nostatements ~~assurance~~ that wethey ~~will~~have ~~achieve~~substantial ~~any~~doubt ~~additional~~that ~~sales~~we ofwill ~~the~~be ~~equity~~able ~~securities~~to orcontinue ~~arrange~~as ~~for~~a ~~debt~~going orconcern ~~other~~without ~~financing~~further ~~to fund planned acquisitions and exploration activities~~financing.

~~Off-Balance~~Future ~~Sheet Arrangements~~Financings

We ~~have~~will nocontinue ~~significant~~to ~~off-balance~~rely ~~sheet~~on ~~arrangements~~equity ~~that~~sales ~~have~~of orour ~~are~~common ~~reasonably~~shares ~~likely~~in order to ~~have~~continue ato ~~current~~fund orour ~~future~~business ~~effect~~operations. onIssuances ~~our~~of ~~financial~~additional ~~condition,~~shares ~~changes~~will result in ~~financial~~dilution ~~condition,~~to ~~revenues~~existing orstockholders. ~~expenses,~~There ~~results~~is ofno ~~operations,~~assurance ~~liquidity,~~that ~~capital~~we ~~expenditures~~will achieve any additional sales of the equity securities or ~~capital~~arrange ~~resources~~for ~~that~~debt ~~are~~or ~~material~~other financing to ~~stockholders~~fund planned acquisitions and exploration activities.

~~Critical~~Off-Balance ~~Accounting~~Sheet ~~Policies~~Arrangements

~~Our~~We ~~financial statements and accompanying notes~~ have ~~been~~no ~~prepared~~significant inoff-balance ~~accordance~~sheet ~~with~~arrangements ~~United~~that ~~States~~have ~~generally~~or ~~accepted~~are ~~accounting~~reasonably ~~principles~~likely ~~applied~~to onhave a ~~consistent~~current ~~basis.~~or ~~The~~future ~~preparation~~effect ofon our financial ~~statements~~condition, changes in ~~conformity~~financial ~~with~~condition, ~~U.S.~~revenues ~~generally~~or ~~accepted~~expenses, ~~accounting~~results ~~principles requires management to make estimates and assumptions that affect the reported amounts~~ of ~~assets~~operations, ~~and liabilities~~liquidity, ~~the~~capital ~~disclosure~~expenditures ofor ~~contingent~~capital ~~assets~~resources ~~and~~that ~~liabilities~~are atmaterial ~~the~~to ~~date of the financial statements and the reported amounts of revenues and expenses during the reporting periods~~stockholders.

WeCritical ~~regularly~~Accounting evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.Policies

13Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

~~Recently~~We ~~Issued~~regularly ~~Accounting~~evaluate ~~Pronouncements~~the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.13

InRecently ~~September~~Issued ~~2011, the Financial~~ Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.Pronouncements

In ~~June~~February ~~2011~~2013, ~~the~~Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) ~~2011~~No. 2013-0502, “Comprehensive Income (Topic 220): ~~Presentation~~Reporting of ~~Comprehensive~~Amounts ~~Income”,~~Reclassified ~~which~~Out isof ~~effective~~Accumulated ~~for~~Other ~~annual~~Comprehensive ~~reporting periods beginning after December 15~~Income, ~~2011.~~to ~~ASU~~improve ~~2011-05 will become effective for~~ the ~~Company~~transparency onof ~~January~~reporting 1,these ~~2012~~reclassifications. ~~This~~Other ~~guidance~~comprehensive ~~eliminates~~income ~~the~~includes ~~option~~gains toand ~~present~~losses ~~the~~that ~~components~~are ofinitially ~~other~~excluded ~~comprehensive~~from net income asfor ~~part~~an ofaccounting ~~thestatement~~period. ofThose ~~changes~~gains inand ~~stockholders’~~losses ~~equity.~~are Inlater ~~addition,~~reclassified ~~items~~out of accumulated other comprehensive income ~~that~~into ~~are~~net ~~reclassified~~income. toThe ~~profit~~amendments orin ~~loss~~the ~~are~~ASU ~~required~~do tonot bechange ~~presented separately on~~ the ~~face~~current ofrequirements ~~the~~for ~~financial~~reporting ~~statements.~~net ~~This~~income ~~guidance~~or ~~is intended to increase the prominence of~~ other comprehensive income in financial statements. byAll ~~requiring~~of ~~that~~the ~~such~~information ~~amounts~~that bethis ~~presented~~ASU ~~either~~requires inalready ais ~~single~~required ~~continuous~~to ~~statement~~be ofdisclosed ~~income~~elsewhere ~~and comprehensive income or separately~~ in ~~consecutive~~the financial statements ofunder ~~income~~U.S. ~~and comprehensive income~~GAAP. The ~~adoption~~new ofamendments ~~ASU~~will ~~2011-05~~require isan ~~not~~organization ~~expected~~ to ~~have a material impact on our financial position or results of operations.~~:

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 IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on January 1, 2012. We are currently evaluating ASU 2011-04 and have not yet determined the impact that adoption will have on our financial statements.·

InPresent ~~April~~(either ~~2011,~~on the ~~FASB~~face ~~issued~~of ~~ASU~~the ~~2011-02,~~statement ~~“Receivables~~where ~~(Topic~~net ~~310):~~income ~~A Creditor’s Determination of Whether a Restructuring~~ is apresented ~~Troubled~~or ~~Debt~~in ~~Restructuring”.~~the ~~This amendment explains which modifications constitute troubled debt restructurings (“TDR”~~notes). ~~Under~~ the ~~new~~effects ~~guidance,~~on the ~~definition~~line items of anet ~~troubled~~income ~~debt~~of ~~restructuring~~significant ~~remains~~amounts ~~essentially~~reclassified ~~unchanged,~~out ~~and~~of ~~for~~accumulated aother ~~loan~~comprehensive ~~modification~~income to(but beonly ~~considered~~if ~~a TDR, certain basic criteria must still be met. For public companies,~~ the ~~new~~item ~~guidance~~reclassified is ~~effective~~required ~~for~~under ~~interim~~U.S. ~~and~~GAAP ~~annual~~to ~~periods~~be ~~beginning~~reclassified ~~on or after June 15, 2011, and applies retrospectively~~ to ~~restructuring~~net ~~occurring~~income onin orits ~~after~~entirety ~~the~~in ~~beginning of~~ the ~~fiscal~~same ~~year~~reporting ofperiod); ~~adoption. The Company does not expect that the guidance effective in future periods will have a material impact on its financial statements.~~and

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.·

14Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

~~Contractual~~The ~~Obligations~~amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of this standard did not have a material impact on the Company’s financial statements.

WeIn January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are asubject ~~smaller~~to ~~reporting~~the ~~company~~offsetting asdisclosure ~~defined~~requirements originally established by ~~Rule~~ASU ~~12b~~2011-211. The new ASU addresses preparer concerns that the scope of the ~~Securities~~disclosure ~~Exchange~~requirements ~~Act~~under ofASU ~~1934~~2011-11 was overly broad and ~~are~~imposed unintended costs that were not ~~required~~commensurate with estimated benefits to ~~provide~~financial statement users. In choosing to narrow the scope of the offsetting disclosures, the FASB determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this ~~item~~update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of this standard did not have a material impact on the Company’s financial statements.

~~ITEM~~In 7AOctober 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. ~~QUANTITATIVE~~2012-04. ~~AND~~The ~~QUALITATIVE~~amendments ~~DISCLOSURES~~in ~~ABOUT~~this ~~MARKET~~update ~~RISK~~cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of this standard did not have a material impact on the Company’s financial statements.

WeIn ~~are~~August a2012, ~~smaller~~the ~~reporting~~FASB ~~company~~issued asASU ~~defined~~2012-03, by“Technical ~~Rule~~Amendments ~~12b~~and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-29250, ofand Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the ~~Securities~~issuance ~~Exchange~~of ~~Act~~SAB No. 114. The adoption of ~~1934~~this ~~and~~standard ~~are~~did not ~~required~~have toa ~~provide~~material ~~the~~impact ~~information~~on ~~under~~the ~~this~~Company’s ~~item~~financial statements.

15In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of this standard did not have a material impact on the Company’s financial statements.

~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~14

~~HARBOR~~The ~~ISLAND~~Company ~~DEVELOPMENT~~has ~~CORP~~implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

(AContractual ~~Development Stage Company)~~Obligations

~~Financial~~We ~~Statements~~are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

~~March~~ITEM ~~31, 2012~~7A.

~~Index~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Report~~We are a smaller reporting company as defined by Rule 12b-2 of ~~Independent~~the ~~Registered~~Securities ~~Public~~Exchange ~~Accounting~~Act ~~Firm~~of 1934 and are not required to provide the information under this item.

~~F-1~~15

~~Balance~~ITEM ~~Sheets~~8.

~~F-2~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~Statements~~HARBOR ofISLAND ~~Operations~~DEVELOPMENT CORP.

~~F-3~~(A Development Stage Company)

~~Statements~~Financial ~~of Cash Flows~~Statements

~~F-4~~March 31, 2013

~~Statements of Stockholders Equity~~Index

F-5


Report of Independent Registered Public Accounting Firm	F-2

Balance Sheets	F-3

Statements of Operations	F-4

Statements of Cash Flows	F-5

Statements of Stockholders Deficit	F-6

Notes to the Financial Statements	F-7

~~Notes to the Financial Statements~~F-1

~~F-6~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

16To the Board of Directors

~~REPORT~~Harbor OFIsland ~~INDEPENDENT~~Development ~~REGISTERED PUBLIC ACCOUNTING FIRM~~Corp.

To(A ~~the~~Development ~~Board~~Stage ~~of Directors~~Company)

We have audited the accompanying balance sheets of Harbor Island Development Corp. (a development stage company) as of March 31, 2013 and 2012 the related statements of operations, changes in stockholders' deficit, and cash flows for the years then ended and for the period from March 19, 2010 (inception) through March 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

(AWe ~~Development~~conducted ~~Stage~~our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

WeIn ~~have~~our ~~audited~~opinion, the ~~accompanying~~financial ~~balance~~statements ~~sheets~~referred ofto ~~Harbor~~above ~~Island~~present ~~Development Corp. (a development stage company) as of March 31~~fairly, ~~2012 and 2011 the related statements of operations, changes~~ in ~~stockholders'~~all ~~equity~~material ~~(deficit)~~respects, ~~and cash flows for~~ the ~~years~~financial ~~then~~position ~~ended~~of ~~and~~Harbor ~~for~~Island ~~the~~Development ~~period from March 19~~Corp., ~~2010~~as ~~(inception)~~of ~~through~~ March 31, ~~2012.~~2013 ~~These~~and ~~financial~~2012, ~~statements~~and ~~are~~ the ~~responsibility~~results of ~~the~~its ~~Company's~~operations ~~management.~~and ~~Our~~cash ~~responsibility~~flows isfor tothe ~~express~~periods andescribed ~~opinion~~above onin ~~these~~conformity ~~financial~~with ~~statements~~U.S. ~~based~~generally onaccepted ~~our audit~~principles.

WeThe ~~conducted~~accompanying ~~our~~financial ~~audit~~statements inhave ~~accordance~~been ~~with~~prepared ~~the~~assuming ~~standards~~that of the ~~Public~~ Company ~~Accounting~~will ~~Oversight~~continue ~~Board~~as ~~(United~~a ~~States)~~going concern. ~~Those~~As ~~standards~~discussed ~~require~~in ~~that~~Note we1 ~~plan and perform the audit~~ to ~~obtain reasonable assurance about whether~~ the financial statements, ~~are~~the ~~free~~Company ofhas ~~material~~a ~~misstatement.~~working ~~The~~capital ~~Company~~deficit isand ~~not~~incurred ~~required~~a tonet ~~have,~~loss ~~nor~~from ~~were~~operations, wewhich ~~engaged~~raises tosubstantial ~~perform,~~doubt anabout ~~audit of~~ its ~~internal~~ability ~~control~~to ~~over~~continue ~~financial reporting. Our audit included consideration of internal control over financial reporting~~ as a ~~basis~~going ~~for~~concern. ~~designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company~~Management's ~~internal~~plans ~~control~~regarding ~~over~~those ~~financial~~matters ~~reporting.~~also ~~Accordingly,~~are wedescribed ~~express~~in noNote ~~such opinion~~1. AnThe ~~audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the~~ financial statements, ~~assessing~~do ~~the~~not ~~accounting~~include ~~principles~~any ~~used~~adjustments ~~and~~that ~~significant~~might ~~estimates~~result ~~made~~from ~~by management, as well as evaluating~~ the ~~overall~~outcome ~~financial~~of ~~statement~~this ~~presentation~~uncertainty. ~~We believe that our audit provides a reasonable basis for our opinion.~~

In/s/ ~~our~~M&K ~~opinion~~CPAS, the financial statements referred to above present fairly, in all material respects, the financial position of Harbor Island Development Corp., as of March 31, 2012 and 2011, and the results of its operations and cash flows for the periods described above in conformity with U.S. generally accepted principles.PLLC

~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern~~www. As discussed in Note 1 to the financial statements, the Company has a working capital deficit and incurred a net loss from operations, which raises substantial doubt about its ability to continue as a going concernmkacpas. ~~Management's plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~com

~~/s/ M&K CPAS~~Houston, ~~PLLC~~Texas

~~www.mkacpas.com~~July 10, 2013

~~Houston, Texas~~F-2

~~July~~HARBOR 9,ISLAND ~~2012~~DEVELOPMENT CORP.

~~F-1~~(A Development Stage Company)

~~HARBOR~~Balance ~~ISLAND DEVELOPMENT CORP.~~Sheets

(AExpressed ~~Development~~in ~~Stage~~U.S. ~~Company~~dollars)

Balance Sheets


	March 31, 2013 $	March 31, 2012 $

ASSETS

Current Assets

Cash	6,623	12,076

Total Assets	6,623	12,076

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts payable	57,171	35,403
Accrued liabilities	19,420	11,599
Due to related parties	72,500	57,500
Notes payable – related	-	64,301
Notes payable	82,401	8,100

Total Liabilities	231,492	176,903


Stockholders’ Deficit

Preferred stock, 50,000,000 shares authorized, $0.001 par value; nil shares issued and outstanding	-	-

Common stock, 700,000,000 shares authorized, $0.001 par value; 450,000,000 and 1,150,000,000 shares issued and outstanding, respectively	450,000	1,150,000

Additional paid-in capital	(407,228)	(1,107,228)

Deficit accumulated during the development stage	(267,641)	(207,599)

Total Stockholders’ Deficit	(224,869)	(164,827)

Total Liabilities and Stockholders’ Deficit	6,623	12,076

(~~Expressed~~The inaccompanying ~~U.S.~~notes ~~dollars~~are an integral part of these financial statements)

	March 31, 2012 $	March 31, 2011 $
ASSETS
Current Assets
Cash	12,076	242
Total Assets	12,076	242
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	35,403	12,000
Accrued liabilities	11,599	4,645
Due to related parties	57,500	27,500
Notes payable – related	72,401	53,551
Notes payable	–	8,100
Total Liabilities	176,903	105,796
Stockholders’ Deficit
Preferred stock, 10,000,000 shares authorized, $0.001 par value; nil shares issued and outstanding	–	–
Common stock, 250,000,000 shares authorized, $0.001 par value; 5,750,000 and 5,000,000 shares issued and outstanding, respectively	5,750	5,000
Additional paid-in capital	37,022	–
Deficit accumulated during the development stage	(207,599)	(110,554)
Total Stockholders’ Deficit	(164,827)	(105,554)
Total Liabilities and Stockholders’ Deficit	12,076	242

F-3

~~(The~~HARBOR ~~accompanying~~ISLAND ~~notes~~DEVELOPMENT ~~are an integral part of these financial statements)~~CORP.

~~F-2~~(A Development Stage Company)

~~HARBOR~~Statements ~~ISLAND~~of ~~DEVELOPMENT CORP.~~Operations

(AExpressed ~~Development~~in ~~Stage~~U.S. ~~Company~~dollars)

Statements of Operations


	Year Ended March 31, 2013 $	Year Ended March 31, 2012 $	Accumulated from March 19, 2010 (date of inception) to March 31, 2013 $




Revenue	–	–	–

Operating Expenses

General and administrative	2,471	8,341	25,271
Management fees	15,000	30,000	77,500
Professional fees	34,750	51,750	145,450

Total Operating Expenses	52,221	90,091	248,221

Loss from Operations	(52,221)	(90,091)	(248,221)

Other Expense

Interest expense	(7,821)	(6,954)	(19,420)

Net loss	(60,042)	(97,045)	(267,641)

Net loss per share, basic and diluted	(0.00)	(0.00)

Weighted average number of shares outstanding	969,726,027	1,041,052,400

(~~Expressed~~The inaccompanying ~~U.S.~~notes ~~dollars~~are an integral part of these financial statements)

	Year Ended March 31, 2012 $	Year Ended March 31, 2011 $	Accumulated from March 19, 2010 (date of inception) to March 31, 2012 $
Revenue	–	–	–
Operating Expenses
General and administrative	8,341	13,740	22,800
Management fees	30,000	27,500	62,500
Professional fees	51,750	58,950	110,700
Total Operating Expenses	90,091	100,190	196,000
Loss from Operations	(90,091)	(100,190)	(196,000)
Other Expense
Interest expense	(6,954)	(4,532)	(11,599)
Net loss	(97,045)	(104,722)	(207,599)
Net loss per share, basic and diluted	(0.02)	(0.02)
Weighted average number of shares outstanding	5,205,262	5,000,000

F-4

~~(The~~HARBOR ~~accompanying~~ISLAND ~~notes~~DEVELOPMENT ~~are an integral part of these financial statements)~~CORP.

~~F-3~~(A Development Stage Company)

~~HARBOR~~Statements ~~ISLAND~~of ~~DEVELOPMENT~~Cash ~~CORP.~~Flows

(AExpressed ~~Development~~in ~~Stage~~U.S. ~~Company~~dollars)

Statements of Cash Flows


	Year Ended March 31, 2013 $	Year Ended March 31, 2012 $	Accumulated from March 19, 2010 (Date of Inception) to March 31, 2013 $

Operating Activities

Net loss	(60,042)	(97,045)	(267,641)

Adjustments to reconcile net loss for non-cash items relating to operating activities:

Shares issued for management fees	–	–	5,000

Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	29,589	30,357	76,591
Due to related parties	15,000	30,000	72,500

Net cash used in operating activities	(15,453)	(36,688)	(113,550)

Financing Activities

Proceeds from notes payable	10,000	10,750	82,401
Proceeds from issuance of common shares	–	37,772	37,772

Net cash provided by financing activities	10,000	48,522	120,173

Increase (decrease) in cash	(5,453)	11,834	6,623

Cash, beginning of period	12,076	242	–

Cash, end of period	6,623	12,076	6,623

Non-cash investing and financing activities

Cancellation of shares	700,000	–	–

Supplemental disclosures:

Interest paid	–	–	–
Income taxes paid	–	–	–

(~~Expressed~~The inaccompanying ~~U.S.~~notes ~~dollars~~are an integral part of these financial statements)

	Year Ended March 31, 2012 $	Year Ended March 31, 2011 $	Accumulated from March 19, 2010 (Date of Inception) to March 31, 2012 $
Operating Activities
Net loss for the period	(97,045)	(104,722)	(207,599)
Adjustments to reconcile net loss for non-cash items relating to operating activities:
Shares issued for management fees	–	–	5,000
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	30,357	16,532	47,002
Due to related parties	30,000	27,500	57,500
Net cash used in operating activities	(36,688)	(60,690)	(98,097)
Financing Activities
Proceeds from notes payable	10,750	45,488	72,401
Proceeds from issuance of common shares	37,772	–	37,772
Net cash provided by financing activities	48,522	45,488	110,173
Increase (decrease) in cash	11,834	(15,202)	12,076
Cash, beginning of period	242	15,444	–
Cash, end of period	12,076	242	12,076
Supplemental disclosures:
Interest paid	–	–	–
Income taxes paid	–	–	–

F-5

~~(The~~HARBOR ~~accompanying~~ISLAND ~~notes~~DEVELOPMENT ~~are an integral part of these financial statements)~~CORP.

~~F-4~~(A Development Stage Company)

~~HARBOR~~Statement ~~ISLAND~~of ~~DEVELOPMENT~~Stockholders’ ~~CORP.~~Deficit

(AFrom ~~Development~~March ~~Stage~~19, ~~Company~~2010 (Date of Inception) to March 31, 2013

~~Statement~~(Expressed ofin ~~Stockholders’~~US ~~Equity (Deficit~~dollars)

From March 19, 2010 (Date of Inception) to March 31, 2012


				Accumulated
	Common Stock		Additional Paid-	Deficit during the Development
	Shares	Par Value	In Capital	Stage	Total
	#	$	$	$	$

Balance – March 19, 2010 (Date of Inception)	–	–	–	–	–

Issuance of founders shares	1,000,000,000	1,000,000	(995,000)	–	5,000

Net loss for the period	–	–	–	(5,832)	(5,832)

Balance – March 31, 2010	1,000,000,000	1,000,000	(995,000)	(5,832)	(832)

Net loss for the year	–	–	–	(104,722)	(104,722)

Balance – March 31, 2011	1,000,000,000	1,000,000	(995,000)	(110,554)	(105,554)

Issuance of common shares for cash	150,000,000	150,000	(112,228)	–	37,772

Net loss for the year	–	–	–	(97,045)	(97,045)

Balance – March 31, 2012	1,150,000,000	1,150,000	(1,107,228)	(207,599)	(164,827)

Cancellation of common shares	(700,000,000)	(700,000)	700,000	–	–

Net loss for the year	–	–	–	(60,042)	(60,042)

Balance – March 31, 2013	450,000,000	450,000	(407,228)	(267,641)	(224,869)

(~~Expressed~~The inaccompanying USnotes ~~dollars~~are an integral part of these financial statements)

	Common Stock		Additional Paid-	Accumulated
	Shares	Par Value	In Capital	Deficit	Total
	#	$	$	$	$
Balance – March 19, 2010 (Date of Inception)	–	–	–	–	–
Issuance of founders shares	5,000,000	5,000	–	–	5,000
Net loss for the period	–	–	–	(5,832)	(5,832)
Balance – March 31, 2010	5,000,000	5,000	–	(5,832)	(832)
Net loss for the year	–	–	–	(104,722)	(104,722)
Balance – March 31, 2011	5,000,000	5,000	–	(110,554)	(105,554)
Issuance of common shares for cash	750,000	750	37,022	–	37,772
Net loss for the year	–	–	–	(97,045)	(97,045)
Balance – March 31, 2012	5,750,000	5,750	37,022	(207,599)	(164,827)

F-6

~~(The~~HARBOR ~~accompanying~~ISLAND ~~notes~~DEVELOPMENT ~~are an integral part of these financial statements)~~CORP.

~~F-5~~(A Development Stage Company)

~~HARBOR~~Notes ~~ISLAND~~to ~~DEVELOPMENT~~the ~~CORP.~~Financial Statements

(Aexpressed ~~Development~~in ~~Stage~~U.S. ~~Company~~dollars)

~~Notes to the Financial Statements~~1.

~~(expressed~~Nature inof ~~U.S.~~Operations ~~dollars)~~and Continuance of Business

1Harbor Island Development Corp. (the “Company”) was incorporated in the State of Nevada on March 19, 2010. The Company is a Development Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company’s principal business is the retail of beach and island resort apparel.

~~Nature~~These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of ~~Operations~~business. The Company has not generated significant revenues since inception and ~~Continuance~~is unlikely to generate significant revenue or earnings in the immediate or foreseeable future. The continuation of ~~Business~~the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at March 31, 2013, the Company has not generated revenues, and has a working capital deficit and accumulated losses totaling $267,641 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~Harbor~~The ~~Island~~Company ~~Development~~currently ~~Corp.~~has ~~(the~~no ~~“Company”)~~revenues ~~was~~and ~~incorporated~~must inrely on the ~~State~~debt ofand/or ~~Nevada~~equity onfinancing ~~March~~to ~~19,~~fund ~~2010~~operations. The Company iswill arequire ~~Development~~significant ~~Stage~~additional ~~Company,~~financings asin ~~defined~~order byto ~~Financial~~pursue ~~Accounting~~exploration ~~Standards~~of ~~Board~~any ~~(“FASB”)~~properties ~~Accounting~~acquired. ~~Standards~~There ~~Codification~~is ~~(“ASC”)~~no ~~915,~~assurance ~~Development~~that ~~Stage~~the ~~Entities.~~Company ~~The~~will ~~Company’s~~be ~~principal~~able ~~business~~to isobtain the ~~retail~~necessary offinancings ~~beach~~to ~~and~~complete ~~island~~its ~~resort apparel~~objectives.

~~These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business~~2. The Company has not generated significant revenues since inception and is unlikely to generate significant revenue or earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at March 31, 2012, the Company has not generated revenues, and has a working capital deficit and accumulated losses totaling $164,827 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~The~~Summary Company currently has no significant revenues and must rely on the debt and/or equity financing to fund operations. The Company will require significant additional financings in order to pursue exploration of ~~any~~Significant ~~properties~~Accounting ~~acquired. There is no assurance that the Company will be able to obtain the necessary financings to complete its objectives.~~ Policies

2.a)

~~Summary~~Basis of ~~Significant Accounting Policies~~Presentation

a)These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year end is March 31.

~~Basis of Presentation~~b)

~~These~~Use ~~financial~~of statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year end is March 31. Estimates

b)The preparation of financial statements in conformity with U.S. 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 the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

~~Use of Estimates~~c)

~~The~~Cash ~~preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates~~ and ~~assumptions~~Cash that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.Equivalents

~~F-6~~The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. At March 31, 2013 and 2012, the Company had no cash equivalents.

~~HARBOR ISLAND DEVELOPMENT CORP.~~F-7

(AHARBOR ~~Development~~ISLAND ~~Stage~~DEVELOPMENT ~~Company)~~CORP.

~~Notes~~(A toDevelopment ~~the~~Stage ~~Financial Statements~~Company)

~~(expressed~~Notes into ~~U.S.~~the ~~dollars)~~Financial Statements

2(expressed in U.S. dollars)

~~Summary of Significant Accounting Policies (continued)~~2.

cSummary of Significant Accounting Policies (continued)

~~Cash and Cash Equivalents~~d)

~~The~~Financial Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of March 31, 2012 and 2011, the Company did not have any cash equivalents. Instruments

d)Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

~~Financial~~Level ~~Instruments~~1

~~Pursuant~~Level to1 ~~ASC~~applies ~~820, Fair Value Measurements and Disclosures, an entity is required~~ to ~~maximize~~assets ~~the~~or ~~use~~liabilities offor ~~observable~~which ~~inputs~~there ~~and~~are ~~minimize~~quoted ~~the~~prices ~~use~~in ofactive ~~unobservable~~markets ~~inputs~~for ~~when~~identical ~~measuring~~assets ~~fair~~or ~~value~~liabilities. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 12

Level 12 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 23

Level 23 applies to assets or liabilities for which there are unobservable inputs ~~other~~to ~~than~~the ~~quoted~~valuation ~~prices~~methodology that are ~~observable~~significant ~~for~~to the ~~asset~~measurement orof ~~liability~~the ~~such~~fair asvalue ~~quoted~~of ~~prices~~the ~~for similar~~ assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, amounts due to related parties, and notes payable. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 31” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

~~Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.~~e)

~~The~~Loss ~~Company’s~~Per financial instruments consist principally of cash, accounts payable, accrued liabilities, amounts due to related parties, and notes payable. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. Share

eThe Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

~~Loss Per Share~~f)

~~The~~Comprehensive Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.Income

~~F-7~~ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at March 31, 2013 and 2012, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

~~HARBOR ISLAND DEVELOPMENT CORP.~~F-8

(AHARBOR ~~Development~~ISLAND ~~Stage~~DEVELOPMENT ~~Company)~~CORP.

~~Notes~~(A toDevelopment ~~the~~Stage ~~Financial Statements~~Company)

~~(expressed~~Notes into ~~U.S.~~the ~~dollars)~~Financial Statements

2(expressed in U.S. dollars)

~~Summary of Significant Accounting Policies (continued)~~2.

fSummary of Significant Accounting Policies (continued)

~~Comprehensive Income~~g)

~~ASC~~Foreign ~~220,~~Currency Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at March 31, 2012 and 2011, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.Translation

g)Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into United States dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income.

~~Foreign Currency Translation~~h)

~~Transactions~~Stock-based in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into United States dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income.Compensation

h)The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

~~Stock-based Compensation~~i)

~~The~~Recent ~~Company~~Accounting records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.Pronouncements

iIn February 2013, Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

~~Recent Accounting Pronouncements~~·

InPresent ~~December~~(either ~~2011,~~on the ~~Financial~~face ~~Accounting~~of ~~Standards~~the ~~Board~~statement ~~(FASB)~~where ~~issued~~net ~~Accounting~~income ~~Standards~~is ~~Update~~presented ~~(ASU)~~or ~~2011-12,~~in ~~“Deferral~~the ofnotes) the ~~Effective~~effects ~~Date~~on ~~for Amendments to~~ the ~~Presentation~~line ofitems ~~Reclassifications~~ of ~~Items~~net ~~out~~income of ~~Accumulated~~significant ~~Other~~amounts ~~Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are~~ reclassified ~~from~~out of accumulated other comprehensive income to(but ~~net~~only ~~income~~if ~~in both~~ the ~~statement~~item ofreclassified ~~income where net income~~ is ~~presented~~required ~~and~~under ~~the statement where other comprehensive income is presented~~U.S. ~~The~~GAAP ~~adoption~~to ofbe ~~ASU~~reclassified ~~2011-12 is not expected~~ to ~~have~~net aincome ~~material~~in ~~impact~~its onentirety ~~our~~in ~~financial~~the ~~position~~same orreporting ~~results~~period); ~~of operations.~~and

In September 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwillimpairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.·

FCross-8reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

~~HARBOR~~The ~~ISLAND~~amendments ~~DEVELOPMENT~~apply ~~CORP~~to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of this standard did not have a material impact on the Company’s financial statements.

~~(A Development Stage Company)~~F-9

~~Notes~~HARBOR toISLAND ~~the~~DEVELOPMENT ~~Financial Statements~~CORP.

(~~expressed~~A inDevelopment ~~U.S.~~Stage ~~dollars~~Company)

2.Notes to the Financial Statements

~~Summary~~(expressed ofin ~~Significant~~U.S. ~~Accounting Policies (continued~~dollars)

i)2.

~~Recent~~Summary of Significant Accounting ~~Pronouncements~~Policies (continued)

~~In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220~~i): Presentation of Comprehensive Income”, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on January 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of thestatement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 is not expected to have a material impact on our financial position or results of operations.

InRecent ~~May~~Accounting ~~2011,~~Pronouncements ~~the FASB issued ASU 2011-04, “Fair Value Measurement~~ (~~Topic 820~~continued): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on January 1, 2012. We are currently evaluating ASU 2011-04 and have not yet determined the impact that adoption will have on our financial statements.

In ~~April~~January ~~2011~~2013, the FASB issued ASU ~~2011~~No. 2013-0201, ~~“Receivables~~Balance Sheet (Topic ~~310~~210): AClarifying ~~Creditor’s~~the ~~Determination~~Scope of ~~Whether~~Disclosures aabout ~~Restructuring~~Offsetting isAssets aand ~~Troubled~~Liabilities, ~~Debt~~which ~~Restructuring”.~~clarifies ~~This~~which ~~amendment~~instruments ~~explains~~and ~~which~~transactions ~~modifications~~are ~~constitute~~subject ~~troubled~~to ~~debt~~the ~~restructurings~~offsetting ~~(“TDR”).~~disclosure ~~Under~~requirements ~~the~~originally established by ASU 2011-11. The new ~~guidance,~~ASU addresses preparer concerns that the ~~definition~~scope of athe ~~troubled~~disclosure ~~debt~~requirements ~~restructuring~~under ~~remains~~ASU ~~essentially~~2011-11 ~~unchanged,~~was ~~and~~overly ~~for~~broad aand ~~loan~~imposed ~~modification~~unintended tocosts bethat ~~considered~~were anot ~~TDR,~~commensurate ~~certain~~with ~~basic~~estimated ~~criteria~~benefits ~~must~~to ~~still~~financial bestatement ~~met~~users. ~~For~~In ~~public~~choosing ~~companies~~to narrow the scope of the offsetting disclosures, the ~~new~~FASB ~~guidance~~determined isthat ~~effective~~it ~~for~~could ~~interim~~make them more operable and ~~annual~~cost ~~periods~~effective ~~beginning~~for onpreparers orwhile ~~after~~still ~~June~~giving ~~15,~~financial ~~2011,~~statement ~~and~~users ~~applies~~sufficient ~~retrospectively~~information to ~~restructuring~~analyze ~~occurring~~the onmost orsignificant ~~after~~presentation ~~the~~differences ~~beginning~~between offinancial ~~the~~statements ~~fiscal~~prepared ~~year~~in ofaccordance ~~adoption~~with U.S. ~~The~~GAAP ~~Company~~and ~~does~~those ~~not~~prepared ~~expect~~under ~~that~~IFRSs. Like ASU 2011-11, the ~~guidance~~amendments in this update will be effective infor ~~future~~fiscal periods ~~will~~beginning on, or after January 1, 2013. The adoption of this standard did not have a material impact on ~~its~~the Company’s financial statements.

~~The~~In ~~Company~~October ~~has~~2012, ~~implemented~~the ~~all~~Financial ~~new~~Accounting ~~accounting~~Standards ~~pronouncements~~Board ~~that~~(FASB) ~~are~~issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in ~~effect~~Accounting Standards Update No. ~~These~~ ~~pronouncements~~2012-04. ~~did~~The ~~not~~amendments ~~have~~in ~~any~~this ~~material~~update ~~impact~~cover ona wide range of Topics in the ~~financial~~Accounting ~~statements~~Standards ~~unless~~Codification. ~~otherwise~~These ~~disclosed,~~amendments include technical corrections and improvements to the ~~Company~~Accounting ~~does~~Standards ~~not~~Codification ~~believe~~and ~~that~~conforming ~~there~~amendments ~~are~~related ~~any~~to ~~other~~fair ~~new~~value ~~accounting~~measurements. ~~pronouncements~~The ~~that~~amendments ~~have~~in ~~been~~this ~~issued~~update ~~that~~will ~~might~~be effective for fiscal periods beginning after December 15, 2012. The adoption of this standard did not have a material impact on ~~its~~the Company’s financial ~~position or results of operations~~statements.

3In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of this standard did not have a material impact on the Company’s financial statements.

~~Notes~~In ~~Payable~~December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of this standard did not have a material impact on the Company’s financial statements.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a) material impact on its financial position or results of operations.

~~As of March 31, 2012, the Company had an outstanding note payable of $nil (2010 - $8,100) to a non-related party. During the year, the note payable was assigned to a related party. Refer to Note~~ 3~~(b)~~.

b)Notes Payable

~~As of March 31, 2012, the Company had outstanding note payables of $72,401 (2011 - $53,551~~a) to related parties. Under the terms of the notes, the amounts owing are unsecured, due interest at 10% per annum and due on demand. As at March 31, 2012, accrued interest of $11,599 (2011 - $3,784) has been recorded in accrued liabilities.

4As of March 31, 2013, the Company had an outstanding note payable of $82,401 (2010 - $72,401) to a company related to the President and Director of the Company. Under the terms of the note, the amount owing is unsecured, due interest at 10% per annum and due on demand. As at March 31, 2013, accrued interest of $19,420 (2012 - $11,599) has been recorded in accrued liabilities.

~~Common Shares~~F-10

InHARBOR ~~December~~ISLAND ~~2011,~~DEVELOPMENT ~~the Company issued 750,000 common shares for proceeds of $37,772~~CORP.

~~F-9~~(A Development Stage Company)

~~HARBOR~~Notes ~~ISLAND~~to ~~DEVELOPMENT~~the ~~CORP.~~Financial Statements

(Aexpressed ~~Development~~in ~~Stage~~U.S. ~~Company~~dollars)

~~Notes to the Financial Statements~~4.

~~(expressed~~Common ~~in U.S. dollars)~~Shares

5.a)

~~Related~~In ~~Party~~December ~~Transactions~~2011, the Company issued 150,000,000 common shares for proceeds of $37,772.

ab)

AsOn atJuly ~~March 31~~3, 2012, the ~~Company~~former ~~owes~~President ~~$57,500~~and ~~(2011~~Director -of ~~$27,500)~~the toCompany ~~the~~returned ~~President~~700,000,000 ~~and~~split-adjusted ~~Director~~common ofshares ~~the~~to ~~Company~~treasury for ~~management~~no ~~fees~~consideration. The ~~amounts~~common ~~owing~~shares ~~are~~were ~~unsecured,~~cancelled ~~non-interest~~upon ~~bearing,~~return ~~and~~to ~~due on demand~~treasury.

bc)

~~During~~On October 12, 2012, the ~~year~~Company ~~ended~~and ~~March~~its 31Board of Directors increased the authorized preferred shares from 10,000,000 ~~2012~~shares to 50,000,000 and increased the ~~Company~~authorized ~~incurred~~common ~~$30~~shares from 250,000,000 ~~(2011~~common -shares ~~$27~~to 700,~~500)~~000,000 ofcommon ~~management~~shares. Furthermore, ~~fees~~the Company authorized a 200-to-1 forward stock split of its issued and outstanding common shares. The effective of the ~~President~~forward stock split increased the number of issued and ~~Director~~outstanding common shares from 2,250,000 common shares to 450,000,000 common shares. The effects of the forward stock split have been applied retroactively since the Company’s date of inception.

~~6. Income Taxes~~d)

~~The~~During ~~income tax benefit differs from~~ the ~~amount~~year ~~computed~~ended byMay ~~applying~~31, ~~the~~2013, ~~US federal income tax rate of 34% to net loss before income taxes for~~ the ~~years~~Company ~~ended~~cancelled ~~March 31~~700,000,000 ~~2012~~shares ~~and~~of ~~2011~~common asstock awhich ~~result~~was ofreturned ~~the~~to ~~following:~~treasury.

	2012 $	2011 $
Net loss before taxes	(97,045)	(104,722)
Statutory rate	34%	34%
Expected tax recovery	(32,995)	(35,605)
Change in valuation allowance	32,995	35,605
Income tax provision	–	–

~~The~~Related ~~significant~~Party ~~components of deferred income tax assets and liabilities as at March 31, 2012 and 2011, after applying enacted corporate income tax rates, are as follows:~~Transactions

	2012 $	2011 $
Net operating losses carried forward	70,583	37,588
Valuation allowance	(70,583)	(37,588)
Net deferred tax asset	–	–

~~The~~As ~~Company~~at ~~has~~March ~~incurred~~31, ~~operating~~2013, ~~losses~~the ofCompany owes $~~207~~72,~~599~~500 ~~which,~~(2011 if- ~~unutilized~~$57,500) ~~will expire through~~ to ~~2030.~~the ~~Future~~former ~~tax~~President ~~benefits,~~and ~~which~~Director ~~may arise as a result~~ of ~~these~~the ~~losses,~~Company ~~have~~for ~~not~~management ~~been~~fees. The ~~recognized~~amounts inowing ~~these~~are ~~financial~~unsecured, ~~statements~~non-interest bearing, and ~~have~~due ~~been~~on ~~offset by a valuation allowance~~demand.

7.b)

~~Subsequent~~During ~~Events~~the year ended March 31, 2013, the Company incurred $15,000 (2011 - $30,000) of management fees to the former President and Director of the Company.

~~As of the date of the financial statements, the Company did not have any material reportable events~~6.

~~F-10~~Income Taxes

The income tax benefit differs from the amount computed by applying the US federal income tax rate of 34% to net loss before income taxes for the years ended March 31, 2013 and 2012 as a result of the following:


	2013 $	2012 $

Net loss before taxes	(60,042)	(97,045)
Statutory rate	34%	34%

Expected tax recovery	(20,414)	(32,995)
Change in valuation allowance	20,414	32,995

Income tax provision	–	–

The significant components of deferred income tax assets and liabilities as at March 31, 2013 and 2012, after applying enacted corporate income tax rates, are as follows:


	2013 $	2012 $

Net operating losses carried forward	90,997	70,583
Valuation allowance	(90,997)	(70,583)

Net deferred tax asset	–	–

The Company has incurred operating losses of $267,641 which, if unutilized, will expire through to 2030. Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements, and have been offset by a valuation allowance.

F-11

HARBOR ISLAND DEVELOPMENT CORP.

(A Development Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)

Subsequent Events

On April 3, 2013, the Company entered into a license agreement with BrandSeed Inc. (“BrandSeed”), a company incorporated in the state of Virginia, whereby BrandSeed grants the Company a five year license in direct marketing software in exchange for 110,000,000 common shares of the Company.

In addition to the license agreement, the former President and Director of the Company has sold 300,000,000 common shares of the Company to the President and Director of BrandSeed in exchange for $15,000. Furthermore, the President and Director of BrandSeed became the sole officer and director of the Company upon the resignation of the former President and Director of the Company.

F-12

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. ~~CONTROLS AND PROCEDURES.~~

~~Disclosure~~CONTROLS ~~Controls~~AND ~~and~~PROCEDURES. ~~Procedures~~

WeDisclosure ~~maintain~~Controls ~~disclosure controls~~ and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act 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 Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.Procedures

We ~~carried~~maintain ~~out~~disclosure ancontrols ~~evaluation~~and procedures, ~~under~~as ~~the~~defined ~~supervision~~in ~~and~~Rule ~~with~~13a-15(e) promulgated under the ~~participation~~Securities Exchange Act of ~~our~~1934 ~~management~~(the "Exchange Act"), ~~including~~that ~~our~~are ~~Chief~~designed ~~Executive~~to ~~Officer~~ensure ~~and~~that ~~Chief~~information ~~Financial~~required ~~Officer,~~to ofbe ~~the~~disclosed ~~effectiveness~~by ofus in the ~~design~~reports ~~and~~that ~~operation~~we offile ~~our~~or ~~disclosure~~submit ~~controls~~under ~~and~~the ~~procedures~~Exchange asAct ofis ~~March~~recorded, 31processed, ~~2012.~~summarized ~~Based~~and onreported within the ~~evaluation~~time ofperiods ~~these~~specified ~~disclosure~~in ~~controls~~the Securities and ~~procedures,~~Exchange ~~and~~Commission's inrules ~~light~~and offorms ~~the~~and ~~material~~that ~~weaknesses~~such ~~found~~information inis ~~our~~accumulated ~~internal~~and ~~controls~~communicated ~~over~~to ~~financial~~our ~~reporting~~management, including our Chief Executive Officer and Chief Financial Officer, ~~concluded~~as ~~that~~appropriate ~~our~~to ~~disclosure~~allow ~~controls~~timely ~~and~~decisions ~~procedures~~regarding ~~were~~required ~~not effective~~disclosure.

~~Management’s~~We ~~Report~~carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2013. Based on ~~Internal~~the ~~Control~~evaluation ~~Over~~of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial ~~Reporting~~Officer concluded that our disclosure controls and procedures were not effective.

Management ~~is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company~~’s ~~internal~~Report ~~control~~on ~~over~~Internal ~~financial~~Control ~~reporting~~Over isFinancial aReporting process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

~~Because~~Management ofis ~~its~~responsible ~~inherent~~for ~~limitations,~~establishing and maintaining adequate internal control over financial reporting, ~~may~~as ~~not~~defined ~~prevent~~in orExchange ~~detect~~Act ~~misstatements~~Rule 13a-15(f). ~~Also,~~The ~~projections~~Company’s ofinternal ~~any~~control ~~evaluation~~over offinancial ~~effectiveness~~reporting tois ~~future~~a ~~periods~~process ~~are~~designed ~~subject~~ to provide reasonable assurance regarding the ~~risk~~reliability ~~that~~of ~~controls~~financial ~~may~~reporting ~~become~~and ~~inadequate~~the ~~because~~preparation of ~~changes~~financial instatements ~~conditions,~~for orexternal ~~that~~purposes ~~the~~in ~~degree~~accordance ofwith ~~compliance~~accounting ~~with~~principles ~~the~~generally ~~policies~~accepted orin ~~procedures~~the ~~may~~United ~~deteriorate~~States of America.

~~Under~~Because ~~the~~of ~~supervision~~its ~~and~~inherent ~~with~~limitations, ~~the~~internal ~~participation~~control ofover ~~management,~~financial ~~including~~reporting ~~the~~may ~~Chief~~not ~~Executive~~prevent ~~Officer~~or ~~and~~detect ~~Chief~~misstatements. ~~Financial Officer~~Also, ~~the~~projections ~~Company~~of ~~conducted~~any an evaluation of ~~the~~ effectiveness ofto ~~the~~future ~~Company’s~~periods ~~internal~~are ~~control~~subject ~~over~~to ~~financial~~the ~~reporting~~risk asthat ofcontrols ~~March~~may ~~31,~~become ~~2012~~inadequate ~~using~~because ~~the~~of ~~criteria~~changes ~~established~~ in ~~“Internal~~conditions, ~~Control~~or -that ~~Integrated Framework” issued by~~ the ~~Committee~~degree of ~~Sponsoring~~compliance ~~Organizations~~with of the ~~Treadway~~policies ~~Commission~~or ~~("COSO")~~procedures may deteriorate.

AUnder ~~material~~the ~~weakness~~supervision isand awith ~~deficiency,~~the orparticipation ~~combination~~ of ~~deficiencies~~management, inincluding ~~internal~~the ~~control~~Chief ~~over~~Executive ~~financial~~Officer ~~reporting,~~and ~~such~~Chief ~~that~~Financial ~~there~~Officer, isthe aCompany ~~reasonable~~conducted ~~possibility~~an ~~that~~evaluation aof ~~material~~the ~~misstatement~~effectiveness of the Company’s ~~annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of~~ internal control over financial reporting as of March 31, ~~2012,~~2013 using the ~~Company~~criteria ~~determined~~established ~~that~~in ~~there~~“Internal ~~were~~Control ~~control~~- ~~deficiencies~~Integrated ~~that~~Framework” ~~constituted~~issued ~~material~~by ~~weaknesses,~~the asCommittee ~~described~~of ~~below~~Sponsoring Organizations of the Treadway Commission ("COSO").

1.A Wematerial doweakness ~~not have an Audit Committee – While not being legally obligated to have an audit committee, it~~ is ~~the management’s view that such~~ a ~~committee~~deficiency, ~~including~~or acombination ~~financial~~of ~~expert member~~deficiencies, isin aninternal ~~utmost important entity level~~ control over ~~the Company’s~~ financial ~~statement. Currently the Board of Directors acts in the capacity of the Audit Committee~~reporting, ~~and~~such ~~does~~that ~~not~~there ~~include~~is a ~~member~~reasonable possibility that isa ~~considered~~material tomisstatement ~~be independent~~ of ~~management to provide~~ the ~~necessary oversight over management~~Company’s ~~activities.~~annual 2.or Weinterim ~~did not maintain appropriate cash controls – As of March 31, 2012, the Company has not maintained sufficient internal controls over~~ financial ~~reporting~~statements ~~for~~will ~~the cash process, including failure to segregate cash handling and accounting functions, and did~~ not ~~require~~be ~~dual~~prevented ~~signature~~or detected on ~~the~~a ~~Company’s~~timely ~~bank accounts~~basis. ~~Alternatively,~~In ~~the~~its ~~effects~~assessment of ~~poor cash controls were mitigated by~~ the ~~fact~~effectiveness ~~that~~of ~~the~~internal ~~Company~~control ~~had~~over ~~limited~~financial ~~transactions~~reporting inas ~~their bank accounts. 3. We did not implement appropriate information technology controls – As~~ of March 31, ~~2012~~2013, the Company ~~retains~~determined ~~copies~~that ~~of all financial data and material agreements; however~~ there iswere nocontrol ~~formal~~deficiencies ~~procedure~~that orconstituted ~~evidence~~material ~~of normal backup of the Company’s data or off-site storage of the data in the event of theft~~weaknesses, ~~misplacement,~~as ordescribed ~~loss due to unmitigated factors~~below.

171. We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities. 2. We did not maintain appropriate cash controls – As of March 31, 2013, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts. 3. We did not implement appropriate information technology controls – As of March 31, 2013, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.16

AsAccordingly, athe ~~result~~Company ofconcluded ~~the~~that ~~material~~these ~~weaknesses~~control ~~described~~deficiencies ~~above,~~resulted ~~management~~in ~~has~~a ~~concluded~~reasonable possibility that ~~the~~a ~~Company~~material ~~did~~misstatement ~~not~~of ~~maintain~~the ~~effective~~annual ~~internal~~or ~~control~~interim ~~over~~ financial ~~reporting~~statements aswill ofnot ~~March~~be ~~31,~~prevented ~~2012~~or ~~based~~detected on ~~criteria~~a ~~established~~timely inbasis ~~Internal~~by ~~Control—Integrated~~the ~~Framework~~company’s ~~issued~~internal ~~by COSO~~controls.

~~Changes~~As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2013 based on criteria established in Internal Control—Integrated ~~over~~Framework ~~Financial~~issued ~~Reporting~~by COSO.

~~There~~Changes ~~has been no change~~ in ~~our~~Internal ~~internal~~Control ~~control~~ over ~~financial~~Financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of March 31, 2012, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Reporting

~~This~~There ~~annual~~has ~~report~~been ~~does~~no ~~not~~change ~~include~~in anour ~~attestation~~internal ~~report~~control ofover ~~the~~financial ~~Company’s~~reporting ~~registered~~identified ~~public~~in ~~accounting~~connection ~~firm~~with ~~regarding~~our ~~internal~~evaluation ~~control~~we ~~over~~conducted ~~financial~~of ~~reporting. Managements~~the ~~report~~effectiveness ~~was~~of ~~not~~our ~~subject~~internal tocontrol ~~attestation~~over byfinancial ~~the~~reporting ~~Company’s~~as ~~registered~~of ~~public~~March ~~accounting~~31, ~~firm~~2013, ~~pursuant~~that tooccurred ~~temporary~~during ~~rules~~our offourth ~~the~~fiscal ~~SEC~~quarter that ~~permit~~has ~~the~~materially ~~Company~~affected, or is reasonably likely to ~~provide~~materially ~~only~~affect, ~~management’s~~our ~~report~~internal incontrol ~~this~~over ~~annual~~financial ~~report~~reporting.

~~Continuing~~This ~~Remediation~~annual ~~Efforts~~report todoes ~~address~~not ~~deficiencies~~include inan attestation report of the Company’s ~~Internal~~registered ~~Control~~public accounting firm regarding internal control over ~~Financial~~financial ~~Reporting~~reporting. Managements report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

~~Once~~Continuing ~~the~~Remediation ~~Company~~Efforts ~~has~~to ~~sufficient~~address ~~personnel~~deficiencies ~~available, then our Board of Directors,~~ in ~~particular~~Company’s ~~and~~Internal inControl ~~connection~~over ~~with~~Financial ~~the aforementioned deficiencies, will establish the following remediation measures:~~Reporting

	1.	Our Board of Directors will nominate an audit committee or a financial expert on our Board of Directors in fiscal 2012.
	2.	We will appoint additional personnel to assist with the preparation of the Company’s monthly financial reporting, including preparation of the monthly bank reconciliations.

Once the Company has sufficient personnel available, then our Board of Directors, in particular and in connection with the aforementioned deficiencies, will establish the following remediation measures:


	1.	Our Board of Directors will nominate an audit committee or a financial expert on our Board of Directors in fiscal 2014.

	2.	We will appoint additional personnel to assist with the preparation of the Company’s monthly financial reporting, including preparation of the monthly bank reconciliations.

ITEM 9B.

OTHER INFORMATION.

None.

PART III

ITEM 10.

DIRECTORS AND EXECUTIVE OFFICERS.

Identification of Directors and Executive Officers

The following table sets forth the names and ages of our current directors and executive officers:

Name	Age	Position with the Company	Director Since
Donald Ross	63	CEO, CFO, President, Treasurer, Secretary, & Director	March 19, 2010
Chuck Anton (1)	54	CEO, CFO, President, Treasurer, Secretary, & Director	April 4, 2013
Julian Benavides	60	Former CEO, CFO, President, Treasurer, Secretary, & Director	September 26, 2012
Donald Ross	64	Former CEO, CFO, President, Treasurer, Secretary, & Director	March 19, 2010

(1) Chuck was appointed on April 4, 2013

(2) Julian Benavides resigned on April 4, 2013

(3) Donald Ross resigned on September 26, 2012

The board of directors has no nominating, audit or compensation committee at this time.

Term of Office

Each of our directors is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Nevada Revised Statutes. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.

Background and Business Experience

The business experience during the past five years of the person presently listed above as an Officer or Director of the Company is as follows:

Chuck Anton

Mr. Anton has extensive experience with Fortune 500 and startup companies. From January 2005 to September 2008, he consulted and provided marketing and telecommunications services including build-out and call center management services for EverDrive, LLC a national used auto parts internet retailer located in Richmond, VA.

From January 2008 to December 2010, he consulted with Cuore Marketing a call center client located in Richmond, VA and helped monetize client business for clients like Nascar Members Club, Direct TV, Total Gym, Infusion Brands, Protect America, Body By Jake and many others. As consultant to these companies, he was responsible for the financial aspects of the company’s growth and the respective call center management. From January 2011 to September 2011 Anton consulted with Home Care Delivered (EVP Marketing) and developed and managed the direct sales channel in print for BioDerm Medical Products located in St. Petersburg, FL. from October 2011 to April 2012.

Currently, Mr. Anton owns and operates Brandseed, Inc. and serves as a corporate consultant to various direct response companies. Providing strategic marketing, creative development, channel development and full service project management driving incremental performance based revenues for clients launching new products across multiple marketing channels.

Designed/built operational and real-time CRM suite of applications to optimize yield for its clients while optimizing sales margins for its clients. Pioneered new strategies and marketing channels to drive sales from unclosed sales calls, abandoned shopping cart traffic, online product registration, database marketing and customer reactivation marketing.

BrandSeed Group has identified, developed and implemented new incremental revenue streams for a number of clients including The Total Gym, NASCAR Membership Club, Phillips HeartStart, Body By Jake, Dual Saw, Procede HairCare, The AbDoer, Protect America, FlavorWave Oven and many others.

~~DONALD~~Created ~~ROSS.~~turnkey ~~From~~marketing ~~1969~~platforms ~~to 2000, Mr. Ross was employed with the United Parcel Service (UPS) and during~~ that ~~time~~consistently heproduced ~~became Manager of a trucking division. Mr. Ross retired from the UPS in 2000. Then in 2004, Mr. Ross founded and became the CEO of BDM Marketing, Inc. (“BDM”),~~ an ~~Illinois~~incremental ~~based~~lift ~~company specializing~~ in ~~consumer~~sales ~~marketing~~for ~~and~~its ~~merchandise~~clients ~~placement~~from of20% ~~automobiles~~ to ~~individuals~~50% ~~with~~over ~~poor~~their ~~credit histories. BDM markets directly to individuals with at~~stand-~~risk~~alone ~~credit~~marketing ~~scores and helps them rebuild their credit by assisting them in obtaining financing even with low and/or bad credit scores~~efforts. Mr. Ross is still the CEO of BDM and devotes as much time as necessary to BDM to ensure that the business remains successful. On March 19, 2010, Mr. Ross became the President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director of the Company.

Developed industry leading platforms to utilize both inbound and outbound telemarketing to drive conversions from unclosed lead sources consistently 2 to 5 times higher than alternative strategies.

He holds a B.S. degree in Industrial & Systems Engineering from Georgia Institute of Technology. He was also is an intern fellowship recipient from Philip Morris USA while he earned his Masters in Industrial & Systems Engineering from Virginia Polytechnic Institute and State University.

Mr. Anton was a finalist for The Ernst & Young Entrepreneur of The Year and his ventures have received the Top 5 Fastest Growing Companies by The Richmond Chamber of Commerce on four different occasions. A previous company he founded was also honored by The March of Dimes as the Most Charitable Company in Richmond, Virginia. He is married with three kids and is an avid golfer and has been named to The Hall Of Fame for The Greater Richmond Bowling Association

Identification of Significant Employees

We have no significant employees, other than ~~Donald~~Chuck ~~Ross~~Anton, our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director.

Family Relationship

We currently do not have any officers or directors of our Company who are related to each other.

Involvement in Certain Legal Proceedings

During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:

(1)

A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2)

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3)

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii.

Engaging in any type of business practice; or

iii.

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4)

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

(54)

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(65)

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

19(6)

(7)

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any Federal or State securities or commodities law or regulation; or

ii.

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii.

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(87)

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Audit Committee and Audit Committee Financial Expert

The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities. The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.

The Company intends to establish an audit committee of the board of directors, which will consist of independent directors. The audit committee’s duties will be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Code of Ethics

Our Board of Directors has not adopted a code of ethics due to the fact that we presently only have one director and we are in the development stage of our operations. We anticipate that we will adopt a code of ethics when we increase either the number of our directors and officers or the number of our employees.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended March 31, 2012, Forms 5 and any amendments thereto furnished to us with respect to the year ended March 31, 2012, and the representations made by the reporting persons to us, we believe that during the year ended March 31, 2012, our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.

~~ITEM~~Compliance ~~11.~~with ~~EXECUTIVE~~Section ~~COMPENSATION~~16(a) of the Exchange Act

~~The~~Section ~~following~~16(a) ~~table~~of ~~sets~~the ~~forth~~Securities ~~the~~Exchange ~~compensation~~Act ~~paid~~of to1934 requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the ~~twelve~~year ~~month~~ended ~~periods~~March 31, 2013, Forms 5 and any amendments thereto furnished to us with respect to the year ended March 31, ~~2012~~2013, and ~~2011:~~ the representations made by the reporting persons to us, we believe that during the year ended March 31, 2013, our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.

~~Summary~~ITEM ~~Compensation Table~~11.

Name and Principal Position	Fiscal Year Ended 3/31	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Donald Ross(1) President, CEO, CFO, Secretary, Treasurer and Director	2012	30,000	-0-	-0-	-0-	-0-	-0-	-0-	30,000
	2011	27,500	-0-	-0-	-0-	-0-	-0-	-0-	27,500

EXECUTIVE COMPENSATION

~~(1)~~The following table sets forth the compensation paid to our executive officers during the twelve month periods ended March 31, 2013 and 2012:

~~Pursuant~~Summary toCompensation an Amended Management Agreement with Mr. Ross dated November 3, 2010 and effective April 26, 2010, Mr. Ross has agreed to act as our sole officer and director in exchange for a fee of $2,500 per calendar month. The Agreement is on a month-to-month basis until notice of cancellation is provided by either party.Table

Narrative Disclosure to Summary Compensation Table


Name and Principal Position	Fiscal Year Ended 3/31		Salary ($)		Bonus ($)		Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Donald Ross(1) President, CEO, CFO, Secretary, Treasurer and Director	2013		?		-0-		-0-	-0-	-0-		-0-	-0-
	2012		30,000		-0-		-0-	-0-	-0-		-0-	-0-	30,000
Julian Benavides President, CEO, CFO, Secretary, Treasurer and Director	2013	?		-0-		-0-		-0-	-0-	-0-		-0-

There are no compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.(1)

~~Outstanding~~Pursuant ~~Equity~~to ~~Awards~~an atAmended ~~Fiscal~~Management ~~Year~~Agreement with Mr. Ross dated November 3, 2010 and effective April 26, 2010, Mr. Ross has agreed to act as our sole officer and director in exchange for a fee of $2,500 per calendar month. The Agreement is on a month-~~End~~to-month basis until notice of cancellation is provided by either party.

NoNarrative ~~executive~~Disclosure ~~officer~~to ~~received~~Summary ~~any~~Compensation ~~equity awards, or holds exercisable or unexercisable options, as of the year ended March 31, 2012.~~Table

~~Long-Term~~There ~~Incentive~~are ~~Plans~~no compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.

~~There~~Outstanding ~~are~~Equity noAwards ~~arrangements~~at orFiscal ~~plans~~Year-End ~~in which we provide pension, retirement or similar benefits for directors or executive officers.~~

~~Compensation~~No ~~Committee~~executive officer received any equity awards, or holds exercisable or unexercisable options, as of the year ended March 31, 2013.

WeLong-Term ~~currently~~Incentive ~~do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.~~Plans

~~Compensation~~There ofare ~~Directors~~no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

~~Our~~Compensation ~~directors receive no extra compensation for their service on our Board of Directors.~~Committee

21We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

~~ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~21

~~AND~~Compensation ~~RELATED~~of ~~STOCKHOLDER MATTERS.~~Directors

~~Security~~Our ~~Ownership~~directors receive no extra compensation for their service on our Board of ~~Management~~Directors.

~~The~~ITEM following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of July 9, 2012, by: (i) each of our directors; (ii) each of our named executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock12. ~~Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.~~

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership (1) (#)	Percent of Class (2) (%)
Donald Ross(3) 2275 NW 150th Street, Unit B Opa Locka, FL 33054	Common	5,000,000	86.96%
All Officers and Directors as a Group (1 Person)	Common	5,000,000	86.96%

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

~~(1)~~Security Ownership of Management

The ~~number~~following ~~and~~table ~~percentage~~sets offorth ~~shares~~certain ~~beneficially~~information ~~owned~~concerning isthe ~~determined~~number ~~under~~of ~~rules~~shares of ~~the~~our ~~SEC~~common ~~and~~stock ~~the~~owned ~~information~~beneficially isas ~~not necessarily indicative~~ of March ~~beneficial~~31, ~~ownership for any other purpose. Under such rules~~2013, ~~beneficial~~by: ~~ownership~~(i) ~~includes~~each ~~any~~of ~~shares~~our asdirectors; to(ii) ~~which~~each ~~the~~of ~~individual~~our ~~has~~named ~~sole~~executive orofficers; ~~shared voting power or investment power~~ and ~~also~~(iii) ~~any~~each ~~shares~~person ~~which~~or ~~the~~group ~~individual~~known ~~has~~by ~~the~~us ~~right~~ to ~~acquire~~beneficially ~~within~~own 60more ~~days~~than ~~through~~5% ~~the exercise~~ of ~~any~~our ~~stock~~outstanding ~~option~~shares orof ~~other~~common ~~right~~stock. Unless ~~The~~otherwise ~~persons~~indicated, ~~named~~the inshareholders ~~the~~listed ~~table~~below ~~have~~possess sole voting and investment power with respect to ~~all~~the shares ofthey ~~common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table~~own.

(2)


Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership (1) (#)	Percent of Class (2) (%)
Julian Benavides (3) 2275 NW 150^th Street, Unit B Opa Locka, FL 33054	Common	300,000,000	86.96%
All Officers and Directors as a Group (1 Person)	Common	300,000,000	86.96%

~~Based on 5,750,000 issued and outstanding shares of common stock as of July 2, 2012.~~(1)

~~(3)~~The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.

~~Donald Ross is the Company’s President, CEO, CFO, Treasurer, Secretary and a Director. His beneficial ownership includes 5,000,000 common shares.~~ (2)

~~Changes~~Based inon ~~Control~~450,000,000 issued and outstanding shares of common stock as of March 31, 2013.

~~There are no present arrangements or pledges of the Company’s securities which may result in a change in control of the Company.~~(3)

Julian Benavides was the Company’s President, CEO, CFO, Treasurer, Secretary and a Director as of March 31, 2013. His beneficial ownership includes 300,000,000 common shares.

Changes in Control

There are no present arrangements or pledges of the Company’s securities which may result in a change in control of the Company.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Related Party Transactions

As at March 31, 2012, the Company owes $57,500 (March 31, 2011- $27,500) to the President and Chief Executive Officer of the Company for management fees. The amounts owing are unsecured, non-interest bearing, and due on demand. The Company is committed to monthly management fees of $2,500, and the management agreement is on a month-to-month basis until notice of cancellation is provided by either parties.

As of March 31, 2012, the Company had an outstanding note payable of $72,401 (March 31, 2011 - $53,551) owing to the brother of the President and Chief Executive Officer of the Company. Under the terms of the note, the amount owing is unsecured, due interest at 10% per annum and due on demand. As at March 31, 2012, the Company recorded accrued interest of $9,901, which is recorded in accounts payable and accrued liabilities.

Other than the foregoing, none of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manor:

Disclosing such transactions in reports where required;

Disclosing in any and all filings with the SEC, where required;

Obtaining disinterested directors consent; and

Obtaining shareholder consent where required.

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

According to the NASDAQ definition, Donald Ross is not an independent director because he is also an executive officer of the Company.

Review, Approval or Ratification of Transactions with Related Persons

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

		Year Ended March 31, 2012		Year Ended March 31, 2011
		Year Ended March 31, 2013		Year Ended March 31, 2012
Audit fees	$	10,000	$	910,~~600~~000
Audit-related fees	$	0	$	0
Tax fees	$	0	$	0
All other fees	$	0	$	0
Total	$	010,000	$	010,000

Audit Fees

During the fiscal years ended March 31, ~~2012~~2013, we incurred approximately $10,000 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended March 31, ~~2012~~2013.

During the fiscal year ended March 31, ~~2011~~2012, we incurred approximately $910,~~600~~000 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended March 31, ~~2011~~2012.

Audit-Related Fees

The aggregate fees billed during the fiscal years ended March 31, ~~2012~~2013 and ~~2011~~2012 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A was $0 and $0, respectively.

Tax Fees

The aggregate fees billed during the fiscal years ended March 31, ~~2012~~2013 and ~~2011~~2012 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning were $0 and $0, respectively.

All Other Fees

The aggregate fees billed during the fiscal year ended March 31, 2013 and 2012 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A was $0 and $0, respectively.

PART IV

ITEM 15.

EXHIBITS.

(a)

Exhibits


Exhibit
Number	Description of Exhibit	Filing
3.01	Articles of Incorporation	Filed with the SEC on May 5, 2010 as part of our Registration Statement on Form S-1.
3.02	Bylaws	Filed with the SEC on May 5, 2010 as part of our Registration Statement on Form S-1.
10.01	Non-Exclusive Distributor Agreement between the Company and Island Stuff USA dated March 12, 2010	Filed with the SEC on May 5, 2010 as part of our Registration Statement on Form S-1.
10.02	Form of Promissory Note to Steve Ross dated April 23, 2010	Filed with the SEC on May 5, 2010 as part of our Registration Statement on Form S-1.
10.03	Form of Promissory Note to Alpha Eagle Development Limited dated April 23, 2010	Filed with the SEC on May 5, 2010 as part of our Registration Statement on Form S-1.
10.04	Form of Management Agreement between the Company and Donald Ross dated April 26, 2010	Filed with the SEC on May 5, 2010 as part of our Registration Statement on Form S-1.
10.05	Amended Non-Exclusive Distributor Agreement between the Company and Island Stuff USA dated July 23, 2010	Filed with the SEC on July 30, 2010 as part of our Amended Registration Statement on Form S-1/A.
10.06	Consulting Agreement between the Company and Voltaire Gomez dated September 23, 2010	Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.
10.07	Amended Management Agreement between the Company and Donald Ross dated November 3, 2010	Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.
10.08	Promissory Note to Steve Ross dated November 3, 2010	Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.
10.09	Promissory Note to Steve Ross dated November 3, 2010	Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.
10.10	Promissory Note to Steve Ross dated November 3, 2010	Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.
10.11	Amended Promissory Note to Steve Ross dated November 23, 2010	Filed with the SEC on November 30, 2010 as part of our Amended Registration Statement on Form S-1/A.
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.01	CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
101.INS*	XBRL Instance Document	Filed herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HARBOR ISLAND DEVELOPMENT CORP.

Dated: July 1611, ~~2012~~2013

/s/Chuck ~~Donald Ross~~Anton

By: ~~Donald~~Chuck ~~Ross~~Anton

Its: President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:

Dated: July 1611, ~~2012~~2013

/s/Chuck ~~Donald Ross~~Anton

~~Donald~~By: ~~Ross~~Chuck Anton

It’s Director

Filing Compare · HARBOR ISLAND DEVELOPMENT CORP.