8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date or Report (Date of earliest event reported): June 5, 2008

INCA DESIGNS, INC.

(Exact name of registrant as specified in its Charter)

Commission File No.: 000-26257

Nevada	11-3461611
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

976 Lexington Avenue, New York, NY 10021

(Address of principal executive offices)

Issuer’s telephone number: (212) 327-3007

N/A

(Former Name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a12)

¨ Pre-commencement communications pursuant to Rule 14d-21(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On May 29, 2008, the Registrant issued a press release concerning the approval of a forward split of the Company’s common stock on a 3 for 1 basis with a record date of June 9, 2008 and a pay date of June 19, 2008.

Subsequently, there was an unexpected downturn in the market that significantly reduced the price of the Company’s common stock. Therefore, the Company’s Board of Directors rescinded the forward stock split as that action was no longer in the best interest of the Company and its shareholders.

The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits

(a) Financial Statements

None

(b) Pro Forma Financial Information

None

(c) Exhibits

99.1 Press release dated June 5, 2008 issued by INCA Designs, Inc. regarding the rescission of the previously announced forward stock split.

SIGNATURES

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

		INCA DESIGNS, INC.
		(Registrant)
Date:	June 6, 2008	By:	/s/ Stacy Josloff
			Stacy Josloff, Chief Executive Officer and Chief Financial Officer
		By:	/s/ Stephanie Hirsch
			Stephanie Hirsch, President

EX-99.1

Exhibit 99.1

INCA Designs, Inc. Board of Directors

Rescinds Forward Stock Split

New York, NY – June 5, 2008 – INCA Designs, Inc. (OTCPK: IDGI) announces today that its Board of Directors rescinded the previously announced 3 for 1 forward stock split.

Due to an unexpected downturn in the market for the Company’s common stock, the Company’s Board of Directors determined that the previously approved stock split is no longer in the best interest of the Company and its shareholders.

About INCA Designs, Inc.

INCA is a boutique design house that creates, markets, and distributes a line of swimwear, resort wear, and accessories under the brand names of INCA, INCA Girl, INCA Bag, and INCA Junior. The Company’s unique designs, distinct brand, and premiere product positioning cater to customers seeking a “resort lifestyle experience.” INCA’s cross-generational collection emphasizes beautiful fabrics and a great fit available in a wide range of price points. INCA seeks to fill a void in the current resort wear market by offering luxury-inspired swimwear, resort wear and accessories at an accessible price point, with a collection that embodies cohesive, sophisticated, yet wearable clothing and accessories for women and girls of all ages and backgrounds. The INCA line is prominently featured in top fashion publications including Vogue, Elle, InStyle, Town & Country and Sports Illustrated’s Swimwear Edition. INCA is a favorite among celebrities including Denise Richards, Kelly Ripa, Carmen Electra, and Jennifer Aniston. INCA products are available at luxury departments and specialty stores including Barneys New York, Neiman Marcus, Scoop, Intermix and others. The company recently opened their flagship boutique store in the heart of New York City at 976 Lexington Avenue.

Corporate offices are located at 976 Lexington Avenue, New York, NY 10021. Questions should be directed to Stacy Josloff, CEO at (212) 327-3007 or may be emailed to info@incagirl.com. More information about the Company is available on the Company’s website at www.incagirl.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy securities of INCA Designs, Inc. Certain statements in this release and other written or oral statements made by or on behalf of the Company are “forward looking statements” within the meaning of the federal securities laws. Statements regarding future events and developments and our future performance, as well as management’s expectations, beliefs, plans, estimates or projections relating to the future are forward-looking statements within the meaning of these laws. The forward looking statements are subject to a number of risks and uncertainties including market acceptance of the Company’s services and projects and the Company’s continued access to capital and other risks and uncertainties. The actual results the Company achieves may differ materially from any forward-looking statements due to such risks and uncertainties. These statements are based on our current expectations and speak only as of the date of such statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise.

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