10-Q/A [Amend] - Quarterly report [Sections 13 or 15(d)]

Document Info
Form Name: 10-Q/A
Filed: December 1, 2015
 
UNITED STATES 10-Q/A 1 qtrnov2007.htm AMENDED QTR REPORT

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                  FORM 10-QSB/A

                                 (Amendment No. 1)


[ X ]Quarterly  Report  pursuant  to  Section  13  or  15(d)  of the Securities

     Exchange Act of 1934


      For the period ended November 3, 2007


[   ]Transition Report pursuant to 13 or 15(d) of the Securities  Exchange  Act

     of 1934


      For the transition period           to


            Commission File Number   333-139773


                               K-9 Concepts, Inc.

               ___________________________________________________

           (Exact  name  of  Small Business Issuer as specified in its

            charter)


             Nevada                                       Pending


(State or other jurisdiction of               (IRS Employer Identification No.)

incorporation or organization)

 

Rm 933, Block C, Harbourfront Horizon

HungHom Bay, 8 Hung Luen Road, Kowloon

-


(Address of principal executive offices)                  (Postal or Zip Code)

 


Issuer's telephone number, including area code:              852-6622-3666


                                      N/A


         (Former  name, former address and former fiscal year, if changed since

last report)


Check whether the issuer (1)  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 issuer 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 is a shell company (as defined in

Rule 12b-2 of the Exchange Act).    Yes  [ ]   No  [ X  ]


State the number of shares outstanding of each of the issuer's classes of

common stock, as of the latest practicable date: 19,200,000 shares of common

stock with par value of $0.001 per share outstanding as of January 14, 2008.


EXPLANATORY REASON FOR AMEMENDMENT:


The Company has never been a "Shell" status and the box was checked wrongly. The Box "NO" is now properly checked.

 

                               K-9 CONCEPTS, INC.

                         (A development stage Company)


                              FINANCIAL STATEMENTS


                               NOVEMBER 30, 2007


                                 (Unaudited)

K-9 CONCEPTS, INC.

A DEVELOPMENT STAGE COMPANY

BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

<S>  <C>                                     <C>           <C>



                                             November      August

                                             30,           31,

             ASSETS                          2007          2007

                                             (Unaudited)   (Audited)


CURRENT ASSETS

 Cash                                        $95,561       $8,078

 Interest receivalbe (Note 2)                 2,526         -

 Note receivable (Note 2)                    400,000        -

Total Assets                                 498,0871       8,078


         STOCKHOLDERS'

            EQUITY


Current Liabilities

 Accounts receivable and accrued liabilities  14,650        13,500

 Due to related party (Note 3)                200,000       -

Total Current Liabilities                     214,650       13,500


STOCKHOLDERS' EQUITY

  Common stock (Note 4)

   Authorized 75,000,000, par value

   $0.001 per share

   Issued and outstanding:

   7,150,000 common shares                    7,150         6,400

    (August 31, 2007 -  6,400,000

    common shares Additional paid in capital  318,850       19,600

    Donated capital                           10,500        9,000

    Retained earnings (deficit)               (53,063)      (40,422)


TOTAL STOCKHOLDERS' EQUITY                    283,437       (5,422)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $498,087      $8,078

 

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


<TABLE>

<CAPTION>

K-9 CONCEPTS, INC.

A DEVELOPMENT STAGE COMPANY

STATEMENT OF OPERATIONS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

<S> <C>                          <C>        <C>        <C>


                                  Three      Three      August 25,

                                  Months     Months     2005 (Date

                                  Ended      Ended      of Inception)

                                  November   November   to November

                                  30, 2006   30, 2007   30, 2007

 

Expenses

 Bank charges                     43         17         367

 Filing and transfer agent fees   -          6,150      17,748

 Interest received                -          (2,526)    (2,526)

 Management fees                  1,500      1,500      10,500

 Marketing                        -          -          1,626

 Professional fees                -          7,500      22,348

 Travel and entertainment         -          -          3,000

Net loss                         $1,543    $12,641     $53,063

Basic and diluted loss per

share                           $(0.00)    $(0.00)

Weighted average number of

shares outstanding               6,962,500  6,400.000

 

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

<PAGE>


<TABLE>

<CAPTION>

K-9 CONCEPTS, INC.

A DEVELOPMENT STAGE COMPANY

STATEMENT OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

<S>                    <C>         <C>       <C>

                                             August

                       Three      Three      25, 2005

                       Months     Months     (Date of

                       Ended      Ended      Inception) to

                       November   November   November

                       30, 2006   30, 2007   30, 2007

Cash Flows From

Operating Activities

 Net loss             $(1,543)   $(12,641)  $(53,063)

Non-cash item:

 Donated services      1,500      1,500      16,500

Changes in non-cash

operating working

capital items:

 Interest receivalbe   -          (2,526)    (2,526)

 Notes receivable      -          (400,000)  (400,000)

 Accounts Payable      -          1,150      14,650

 Due to related part   -          200,000    200,000

Net cash (used in)

operating activities   (43)       (212,517)  (224,439)

Cash Flows From

Financing Activities

 Issuance of common

 shares                -          300,000     320,000

 Net cash provided by

 financing activities  -          300,000     320,000

Increase (decrease)

in Cash                (43)       87,483      95,561

Cash, Beginning        16,826     8,078       -

Cash, Ending          $16,783    $95,561     $95,561

 

Supplemental disclosure

of cash flow information:

Cash paid during the period for:

 Interest             $-         $-          $-

 Income taxes         $-         $-          $-


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


<PAGE>

K-9 CONCEPTS, INC.

A DEVELOPMENT STAGE COMPANY

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 2007

(EXPRESSED IN US DOLLARS)

(UNAUDITED)


NOTE 1.

BASIS OF PRESENTATION


Unadiuted interim Financial Statements

 

The  accompanying  unaudited  interim  financial   statements  have  been

prepared in accordance with United States  generally accepted  accounting

principles for interim financial information  and with  the  instructions

pertaining to Form 10-QSB of  Regulation S-B.  They  may not  include all

information and  footnotes  required  by United STates generally accepted

accounting  principles for complete financial statements. However, except

as  disclosed  herein,  there  have  been  no  material  changes  in  the

information disclosed in the notes to  the  financial  statements for the

year ended August 31, 2007, included in the Company's Form  10-KSB  filed

with the  Securities and  Exchange  Commission.  These unaudited  interim

financial satements  should  be  read  in  conjunction   with the audited

financial statements included  in  the Form 10-KSB.  In  the  opinion  of

Management, all adjustments, considered necessary for fair  presentation,

consisting  solely  of  normal  recurring  adjustments, have  been  made.

Operating results for the three months ended  November  30, 2007  are not

necessarily  indicative of the results that may  be expected for the year

ending August 31, 2008.


NOTE 2.NOTES RECEIVABLE

 

On  October  30, 2007, the Company loaned $200,000 (Canadian $200,000) to

the Aussie Soles  Group  with  an  interest  rate  of    12%  per  annum,

calculated  and  payable  semi-annually.  The  note  is  unsecured and is

repayable on demand. The note is repayable in Canadian funds.

 

On  November  21,  2007, the Company loaned $200,000 to the Aussie  Soles

Group with an interest  rate  of  12%  per  annum, calculated and payable

semi-annually. The note is unsecured and is repayable on demand.

 

At November 30, 2007, the Company has accrued $2,526 in interest on these

notes.

 

On October 31, 2007, the Company and the Aussie  Soles  Group  executed a

letter  of  intent,  which expires January 31, 2008, whereby both parties

agreed to negotiate exclusively regarding the proposed acquisition of the

Aussie Soles Group by  the Company. The Aussie Soles Group is involved in

the design, production and global sales of Aussie SolesTM  foot wear.

 

NOTE 3.RELATED PARTY TRANSACTIONS

 

During the period ended  November  30, 2007 a director loaned the Company

$200,000 (Canadian $200,000). The loan  is  unsecured,  bears no interest

and is repayable on demand. The loan is repayable in Canadian funds.

 

NOTE 4.COMMON STOCK

 

During  the  period  ended November 30, 2007, the Company issued  750,000

units  at $0.40 per unit  for  cash  proceeds  of  $300,000.   Each  unit

consists  of  one  share  of  the  Company's  common  stock and one stock

purchase warrant.  Each warrant is exercisable into one  share  of common

stock at an exercise price of $0.60 per share, for a period of two years.

 

On November 19, 2007, the Company received shareholder approval to  amend

its  Articles  of Incorporation to effect a three (3) for one (1) forward

stock split of its  authorized,  issued  and  outstanding common stock so

that its issued and outstanding capital increases  from  6,400,000 shares

to 19,200,000 shares and increase the post-split authorized  capital from

75,000,000  shares  to  100,000,000  shares, $0.001 par value per  share.

These  amendments became effective on December  21,  2007,  the  date  of

filing with the Secretary of State of Nevada.


K-9 CONCEPTS, INC.

A DEVELOPMENT STAGE COMPANY

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 2007

(UNAUDITED)

 

NOTE 5.SUBSEQUENT EVENTS

 

On  December   12,   2007,  the  Company  executed  a  Private  Placement

Subscription Agreement  where  the  Company issued 400,000 Units at $0.40

per unit for total proceeds of $160,000.  Each unit consists of one share

of  the  Company's  common  stock  and  one  warrant.   Each  warrant  is

exercisable  into  one  common  stock at an exercise price of  $0.60  per

warrant, for a period of two years.

 

On  December  21,  2007  the  Company   filed   an  amended  Articles  of

Incorporation with the Secretary of State of Nevada to effect a three (3)

for one (1) forward stock split of its authorized, issued and outstanding

common stock and to increase its authorized share  capital to 100,000,000

common shares with a par value of $0.001 (See note 4).

 

FORWARD-LOOKING STATEMENTS

 

This Form 10-QSB includes "forward-looking statements" within the meaning of

the "safe-harbor" provisions of the Private Securities Litigation Reform Act of

 

1995.  Such statements are based on management's current expectations and are

subject to a number of factors and uncertainties that could cause actual

results to differ materially from those described in the forward-looking

statements.

 

All statements other than historical facts included in this Form, including

without limitation, statements under "Plan of Operation", regarding our

financial position, business strategy, and plans and objectives of management

for the future operations, are forward-looking statements.

 

Although we believe that the expectations reflected in such forward-looking

statements are reasonable, it can give no assurance that such expectations will

prove to have been correct.  Important factors that could cause actual results

to differ materially from our expectations include, but are not limited to,

market conditions, competition and the ability to successfully complete

financing.

 

ITEM 2. PLAN OF OPERATION

 

The success of our business plan depends heavily on the strength of national

and local new residential construction, home improvement and remodelling

markets. Future downturns in new residential construction and home improvement

activity may result in intense price competition among building materials

suppliers, which may adversely affect our intended business.

 

The building products distribution industry is subject to cyclical market

pressures and most impacted by changes in the demand for new homes and in

general economic conditions that impact the level of home improvements. Our

business success depends on anticipating changes in consumer preferences and on

successful new product and process development and product re-launches in

response to such changes. Consumer preferences for our products shift due to a

variety of factors that affect discretionary spending, including changes in

demographic and social trends and downturn in general economic conditions.

 

The building products distribution industry is extremely fragmented and

competitive.  Our competition varies by product line, customer classification

and geographic market.  The principal competitive factors in our industry are

pricing and availability of product, service and delivery capabilities, ability

to assist with problem-solving, customer relationships, geographic coverage and

breadth of product offerings.  We compete with many local, regional and

national building materials distributors and dealers.

 

Separate showers and baths have also become de rigueur in many households and

increasingly a major component in the Personal Healthcare industry segment.

Showers have morphed into vertical spas and the use of multiple shower heads is

also growing in popularity, often with multiple sprays for each head.

 

We are positioning ourselves to take advantage of current market and industry

trends for the Personal Healthcare segment; including an increased emphasis on

a personal health care lifestyle and an increased emphasis on spending time at

home or "cocooning". Consumers in this industry segment wish to remain active

and seek personal health care products to maintain a high quality of life.

These "baby boomers" typically have more discretionary income, which are more

likely spent on home remodelling projects (including projects to improve their

pools and spas).

 

We intend to develop our retail network by initially focusing our marketing

efforts on larger chain stores that sell various types of shower heads, such as

Home Depot.  These businesses sell more shower heads, have a greater budget for

in-stock inventory and tend to purchase a more diverse assortment of shower

heads. In 2008, we anticipate expanding our retail network to include small to

medium size retail businesses whose businesses focus is limited to the sale of

bathroom accessories.  Any relationship we arrange with retailers for the

wholesale distribution of our shower heads will be non-exclusive.  Accordingly,

we will compete with other shower head vendors for positioning of our products

in retail space.

Even if we are able to receive an order commitment, some larger chains will

only pay cash on delivery and will not advance deposits against orders. Such a

policy may place a financial burden on us and, as a result, we may not be able

to deliver the order. Other retailers may only pay us 30 or 60 days after

delivery, creating an additional financial burden.

 

We are also continuing to review other potential  acquisitions of and sales and

distribution   arrangements  with  companies  involved  in  the wholesale   and

manufacturing sectors.  During the quarter, we entered into a standstill letter

agreement with Aussie Soles, a company involved in the leisure footwear

industry with a view to acquire the  licensing  rights and assets of such

company. We are currently in the process of completing due  diligence

investigations  of Aussie Soles  and  also investigating  various opportunities

in the biotechnology  and alternative energy sectors.

 

We intend to retain one full-time sales person in the next six months, as well

as an additional full-time sales person in the six months thereafter.  These

individuals will be independent contractors compensated solely in the form of

commission based upon bamboo flooring sales they arrange. We expect to pay each

sales person 12% to 15% of the net profit we realize from such sales.

 

We therefore expect to incur the following costs in the next 12 months in

connection with our business operations:

 

Marketing costs:                      $20,000

General administrative costs:         $10,000

Total:                                $30,000

 

In addition, we anticipate spending an additional $10,000 on administrative

fees.  Total expenditures over the next 12 months are therefore expected to be

$40,000.

 

During the quarter, the Company announced that we are proceeding with the sale

of up to $600,000 in the private placement of its securities at $0.40 per Unit.

Each Unit to consist of one share  of the Company's common stock and one common

share purchase warrant (a "Warrant").  Each Warrant is exercisable  into one

share of Common Stock  at an exercise price of US$0.60 per Warrant Share, for a

period of two years. The private placement is intended to finance potential

acquisition and working capital requirements, including administrative expenses

and costs incurred in connection with our review of potential projects.

Although upon the completion of the private placement financing, we will have

sufficient funds for any immediate working capital needs, additional funding

may still be required in the form of equity financing from the sale of our

common stock.  However, we do not have any arrangements in place for any future

equity financing.

 

If we are unable to raise the required financing, we will be delayed in

conducting our business plan.

 

Our ability to generate sufficient cash to support our operations will be based

upon our sales staff's ability to generate sales.  We expect to accomplish this

by securing a significant number of agreements with large and small retailers

and by retaining suitable salespersons with experience in the retail sales

sector.

 

RESULTS OF OPERATIONS FOR PERIOD ENDING NOVEMBER 30, 2007

 

We did not earn any revenues in the three-month period ended NOVEMBER 30, 2007.

During the same period, we incurred operating expenses of $12,641 consisting of

filing and transfer agent fees of of $6,150, professional fees of $7,500,

management fees of $1,500, interest received of ($2,526) and bank charges of

$17.

 

At NOVEMBER 30, 2007, we had assets of $498,087 consisting of $95,561 in cash

and $400,000 in notes receivable.  We had current accrued liabilities of

$14,650 as of NOVEMBER 30, 2007.

 

We have not attained profitable operations and are dependent upon obtaining

financing to pursue exploration activities.  For these reasons our auditors

believe that there is substantial doubt that we will be able to continue as a

going concern.

 

ITEM 3 CONTROLS AND PROCEDURES

 

EVALUATION OF DISCLOSURE CONTROLS

 

We evaluated the effectiveness of  our disclosure controls and procedures as of

NOVEMBER  30,  2007.  This evaluation was conducted  by Albert  Au,  our  chief

executive officer and Jeanne Mok, our principal accounting officer.

 

Disclosure controls  are  controls  and  other  procedures that are designed to

ensure that information that we are required to disclose in the reports we file

pursuant  to  the  Securities  Exchange  Act  of  1934  is recorded, processed,

summarized and reported.

 

LIMITATIONS ON THE EFFECTIVE OF CONTROLS

 

Our  management  does  not expect that our disclosure controls or  our internal

controls over financial reporting  will prevent all error and fraud.  A control

system, no matter how well conceived and operated, can provide only reasonable,

but no absolute, assurance that the objectives of  a  control  system  are met.

Further, any control system reflects limitations on resources, and the benefits

of a control system must be considered relative to its costs. These limitations

also include the  realities that judgments in decision-making can be faulty and

that breakdowns can occur  because  of  simple error or mistake.  Additionally,

controls  can  be circumvented  by the individual  acts  of  some  persons,  by

collusion of two or more people or by  management  override  of  a  control.  A

design  of  a  control  system  is also  based  upon  certain assumptions about

potential future conditions; over time, controls may become inadequate  because

of  changes  in  conditions,  or  the degree of compliance with the policies or

procedures may deteriorate.  Because of  the inherent  limitations  in  a cost-

effective control system, misstatements due to error or fraud may occur and may

not be detected.

 

CONCLUSIONS


Based  upon  their evaluation  of  our controls, Albert Au, our chief executive

officer and Jeanne Mok, our principal accounting  officer, have concluded that,

subject to the limitations noted above, the disclosure controls  are  effective

providing reasonable assurance that material information relating to us is made

known  to  management on  a timely basis during the period when our reports are

being prepared.  There were  o  changes  in our internal controls that occurred

during the quarter covered by this report that have materially affected, or are

reasonably likely to materially affect our internal controls.

 

PART II- OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

The Company is not a party to any pending legal proceeding.Management is not

aware of any threatened litigation, claims or assessments.

 

ITEM 2. CHANGES IN SECURITIES

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

During  the quarter ended November 30, 2007 the Company's directors and a

majority of its shareholders approved a stock split of the Company's authorized

and issued common stock such that every one of the Company's common stock be

forward split for three post split common shares of the Company and to

inccrease the post split authorized common share capital of the Company to

100,000,000 common shares with a par value of $0.001.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS AND REPORT ON FORM 8-K

 

31.1  Certification pursuant to 18 U.S.C. Section 1350, as adopted

      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2  Certification pursuant to 18 U.S.C. Section 1350, as adopted

      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.1  Certification pursuant to 18 U.S.C. Section 1350, as adopted

      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2  Certification pursuant to 18 U.S.C. Section 1350, as adopted

      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Reports on Form 8-K

 

During  and  subsequent to the quarter ended November  30  2007,  we filed  the

following current report on Form 8-K:

 

   1.   On November 28, 2007, we announced that we were proceeding with a

        private placement of up to 1,500,000 pre-split units of our common

        stock for total proceeds of $600,000.

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused

this report to be signed on its behalf by the undersigned, thereunto duly

authorized.

 

January 14, 2008

 

K-9 Concepts, Inc.

 

/s/ Albert Au

------------------------------

Albert Au, President


=============================================================

AMENDMENT SIGNATURE

 

Resubmitted: December 1, 2015

 

Now Called Predictive Technology Group, Inc. (f.k.a Global Enterprises Group, Inc.)(f.k.a Global Housing Group, Inc.)

In accordance with the requirements of the Exchange Act, the registrant caused this amended report to be signed on its behalf by the undersigned, thereunto duly

authorized.

 

By: Merle Ferguson

/s/ Merle Ferguson

Chairman

 

December 1, 2015