10-K/A 1 yraug2007report.htm AMENDED 2007 YEAR END REPORT

                                UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                  FORM 10-KSB/A

                               (Amendment No. 1)


      [ X ]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF

                      THE SECURITIES EXCHANGE ACT OF 1934


                   For the fiscal year ended August 31, 2007


      [   ]       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

                        SECURITIES EXCHANGE ACT OF 1934


     For the transition period from _________________ to __________________


                       Commission file number: 333-139773

 

                               K-9 CONCEPTS, INC.

                 (Name of small business issuer in its charter)

 

             Nevada                          Applied For

 (State or other jurisdiction of (I.R.S. Employer Identification No.)

 Incorporation or organization)

 

                   RM0933, 9/F., Block C, Harbourfront Horizon

                         Hung Hom Bay, 8 Hung Luen Road

                                Kowloon, Hong Kong

                    (Address of principal executive offices)


                                 (852) 6622-3666

                           Issuer's telephone number


Securities to be registered pursuant to Section 12(b) of the Act:


            Title of each class                  Name of each exchange on which

            to be so registered                  each class is to be registered


            None                                 None


Securities to be registered pursuant to Section 12(g) of the Act:

 

                                  Common Stock

                                (Title of Class)


Check whether the Issuer (1) filed all reports required to be filed by Section

13 or 15(d) of the Securities Exchange Act during the past 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 _____

 

Check if there is no disclosure of delinquent filers in response to Item 405 of

Regulation S-B is not contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB.


               Yes      X                               No _____


<PAGE>


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 issuer's revenues for its most recent fiscal year:  Nil

 

State the aggregate market value of the voting and non-voting common equity

held by non-affiliates computed by reference to the price at which the common

equity was sold, or the average bid and asked price of such common equity, as

of a specified date within the past 60 days.  (See definition of affiliate in

Rule 12b-2 of the Exchange Act.)

 

$1,600,000 as at November 16, 2007 based on the average bid price of our common stock

 

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

common equity, as of the latest practicable date.


            6,400,000 shares of common stock as at November 16, 2007

 

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.

 

                            TABLE OF CONTENTS


                                                                            PAGE


ITEM 1: DESCRIPTION OF BUSINESS...............................................4


ITEM 2: DESCRIPTION OF PROPERTY..............................................10


ITEM 3: LEGAL PROCEEDINGS....................................................10


ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................10


ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.............10


ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............10


ITEM 7: FINANCIAL STATEMENTS.................................................12


ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND


        FINANCIAL DISCLOSURES................................................23


ITEM 8A:CONTROLS AND PROCEDURES..............................................23

 

ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.........23


ITEM 10: EXECUTIVE COMPENSATION..............................................25


ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT......25


ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................25


ITEM 13: EXHIBITS AND REPORTS................................................26


ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVCES...............................26


<PAGE>

PART I

 

ITEM 1:  DESCRIPTION OF BUSINESS

 

IN GENERAL

 

We  have  commenced  operations  as a distributor of Vitamin C shower heads and

related  accessories in both the mass wholesale and  retail  market  throughout

North America. However, there is no assurance that our current business model

is commercially  and  economically  viable.  Further  marketing of the product

in a broader distribution network will be required before  a  final  evaluation

as to the economic feasibility of the Company's business model is determined.

Economic feasibility  refers  to  the  ability  of an enterprise to conduct its

business operations in a profitable and cash-flow positive manner.

 

The Vitamin C shower head, a product designed by Everise Water Technology Ltd.,

a Hong Kong company, contains a small canister that releases a Vitamin C

solution during operation that neutralizes chlorine and chloramines contained

in the water. We are engaged in the marketing and distribution of Vitamin C

shower heads and related accessories to the general public throughout North

America. We are engaged in a marketing and sales distribution agreement with

our supplier, Everise Water Technology Ltd. for the sales and distribution of

Vitamin C shower heads and related accessories in North America.

 

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

distribution   arrangements  with  companies involved  in  the wholesale  and

manufacturing sectors.   We  are  currently  in  the process  of completing due

diligence  investigations of various opportunities in the leisure footwear  and

biotechnology sectors.

 

We will rely  upon the stability of the North American retail sales market, and

specifically continued growth in the personal healthcare sector, for the

success of our business plan.   Future  downturns in consumer sentiment and

spending and in home improvement activity may  result  in  intense  price

competition  among suppliers  in  the  showerhead  segment, which may adversely

affect our intended business.

 

Our  plan  of  operation is to enter into distribution agreements  with  mass

merchandisers and home centers, providing for the sale of our Vitamin C shower

head. We intend to develop  our distribution  network by initially focusing our

marketing efforts on larger chain stores that sell various types of shower

heads and vitamin supplements, such as Wal-Mart, Target,  Home  Depot,  Lowe's

and Bed Bath  &  Beyond.  These  businesses  sell more products in our targeted

market segment, have a greater budget for in-stock  inventory  and  tend  to

purchase a more diverse assortment of showerhead products and related

accessories. 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  flooring  will be non-exclusive.

Accordingly,  we  will compete with other showerhead product vendors for

positioning of our products in retail space.

 

To date, we have primarily been involved  in organizational activities and the

initial marketing of Vitamin C shower heads and related accessories.  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  shower heads sales they arrange. We expect to pay each

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

 

Even if we are able to receive order commitment from larger clients, 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.

 

Although  the  shower head and related accessories market is mature in North

America, our Vitamin C shower head product line might not gain acceptance in

the North American market.

 

SHOWERHEAD MARKET

 

Separate showers and baths have become common in many North American

households. Showers have transformed into vertical spas, delivering hydro

massage through a series of whirlpool jets arranged vertically in a shower-like

enclosure, where water is propelled through the air, rather than through the

water as in a traditional whirlpool.

 

Shower components are often set on telescoping arms that are easily adjusted to

accommodate users of different heights or to direct the jets to different parts

of the body. Control valves have also become more sophisticated to meet the

demands of multiple shower heads, including separate controls to adjust the

thermostat and the volume.

 

Steam shower rooms are also gaining in popularity. They are usually self-

enclosed units that function as a regular shower but also use a humidifying

steam generator to produce a warm aura of relaxing water vapor.

 

We believe that we can take advantage of personal health care trends by

providing a product to North Americans that will address their concerns

regarding the quality and safety of the tap water that they use for showering.

 

AGREEMENT WITH OUR SUPPLIER

 

The Vitamin C shower head and related accessory  products  were  developed  and

manufactured  by Everise Water Technology Ltd. ("Everise"), a private Hong Kong

based company.    We are in the business of marketing and distributing items to

the general public.

 

By a Marketing and Sales Distribution Agreement dated January 15, 2006, Everise

has agreed to supply Vitamin C shower head and related accessories to us on a

non-exclusive basis and to fulfill our written purchase orders for these

products in a timely manner.  Upon placing an order, we are required to prepay

Everise for 50% of the wholesale purchase price of the products that we order.

Upon shipping, we are required to pay Everise the balance of the purchase order

price.  We are responsible for all shipping costs.

 

Everise's products consist of various shower heads made of hard white plastic

or chrome.  The shower heads also come with regular or massage components.

Shower head unit wholesale prices range from $42 to $63 each.  As well, Everise

will supply us with Vitamin C cartridges to be inserted into each shower head.

 

Cartridges can be purchased as unscented or with one of three designer scents:

sandalwood, lavender or geranium.  The wholesale cost of an unscented cartridge

is $4.50.  For a scented cartridge, the wholesale price is $6.30.

 

Everise may change the price of any of its products that it supplies to us upon

written notice.  Either party may terminate the agreement upon 60 day's written

notice.

 

Everise's Vitamin C shower head system is an ISO 9001 certified product.  While

the shower head is in operation, it releases a proprietary, granulated vitamin

C based compound that neutralizes all chlorine or chloramine into the water

stream.  When the water is shut off, the Vitamin C cartridge stops releasing

this compound.

 

SALES AND MARKETING STRATEGY

 

We intend to rely on sales representatives to market our shower heads and

accessories.  Initially, this marketing will be conducted by our directors:

Albert Au and Jeanne Mok.  Eventually, we will sell our products using a

combination of sales representatives and distributors.  This will provide a

broad distribution network that allows us to efficiently distribute our

products across a number of distribution channels to reach a greater number

of consumers and distributors.

 

Our products will be primarily marketed to consumers through mass merchandisers

and home centers such as Wal-Mart, Target, Home Depot, Lowe's and Bed Bath &

Beyond.  These distributors and stores will be asked to sell our products to

consumers.  We will provide them with shower head inventory at wholesale

prices. They will then sell them to consumers at retail prices.  To date, we

have not made arrangements with any retailers to sell the shower head products

that we intend to distribute.

 

COMPLIANCE WITH GOVERNMENT REGULATION

 

We do not believe  that government regulation will have a material impact on

the way we conduct our business.

 

EMPLOYEES

 

We have no employees as of the date of this annual report other than our two

directors.

 

RESEARCH AND DEVELOPMENT EXPENDITURES

 

We have not incurred any other research or development expenditures since our

incorporation.

 

<PAGE>

SUBSIDIARIES

 

We do not have any subsidiaries.

 

PATENTS AND TRADEMARKS

 

We do not own, either legally or beneficially, any patents or trademarks.

 

RISK FACTORS

 

An investment in our common  stock  involves  a high degree of risk. You should

carefully consider the risks described below and the other information in this

annual report before investing in our common stock.  If any of the following

risks occur, our business, operating results and financial condition could  be

seriously harmed. The trading price of our common stock could decline due to

any of these risks, and you may lose all or part of your investment.

 

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS MAY FAIL.

 

Our business plan calls for ongoing expenses in connection with the marketing

and sales of Vitamin C shower heads and accessories.  We have not generated any

revenue from operations to date.

 

We anticipate that additional funding will be needed for general administrative

expenses and marketing costs.  In order to expand our business operations, we

anticipate that we will have to raise additional funding.  If we are not able

to raise the funds necessary to fund our business expansion objectives, we may

have to delay the implementation of our business plan.

 

We do not currently have any arrangements for financing.  Obtaining additional

funding will be subject to a number of factors, including general market

conditions, investor acceptance of our business plan and initial results from

our business operations.  These factors may impact the timing, amount, terms or

conditions of additional financing available to us. The most likely source of

future funds presently available to us is through the sale of additional shares

of common stock.

 

BECAUSE WE HAVE NOT YET COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF BUSINESS FAILURE.

 

We were incorporated on August 25, 2005 and to date have been involved

primarily in organizational activities. We have not earned revenues as of the

date of this prospectus.  Accordingly, you cannot evaluate our business, and

therefore our future prospects, due to a lack of operating history. To date,

our business development activities have consisted solely of negotiating and

executing a marketing and sales distribution agreement with Everise Water

Technology Ltd., our supplier based in Hong Kong, and conducting initial

marketing activities.

 

Potential investors should be aware of the difficulties normally encountered by

development stage companies and the high rate of failure of such enterprises.

 

WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED.

 

Our business condition, as indicated in our independent accountant's audit

report to our financial statements raises substantial doubt as to our

continuance as a going concern.  To date, we have completed only part of our

business plan and we can provide no assurance that we will be able to generate

enough revenue from our business in order to achieve profitability.  It is not

possible at this time for us to predict with assurance the potential success of

our business.

 

ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS.

 

We must raise additional capital in order for our business plan to succeed. Our

most likely source of additional capital will be through the sale of additional

shares of common stock. Such stock issuances will cause stockholders' interests

in our company to be diluted. Such dilution will negatively affect the value of

an investor's shares.

 

OUR GROWTH MAY SUFFER IF AN ECONOMIC DOWNTURN IN OUR MAJOR MARKET INHIBITS PEOPLE FROM SPENDING THEIR DISPOSABLE INCOME ON HEALTH CARE PRODUCTS.

 

<PAGE>

 

Our growth depends significantly on continued economic growth in the health

care sector in North America where we intend to distribute the Vitamin C shower

heads. Because the shower heads are paid directly by the consumer out of

disposable income and are not subject to reimbursement by third-party payers

such as health insurance organizations, an economic downturn in the North

American market could have an adverse effect on the sales and profitability of

our products.

 

PRODUCT LIABILITY LAWSUITS COULD DIVERT OUR RESOURCES, RESULT IN SUBSTANTIAL LIABILITIES AND REDUCE THE COMMERCIAL POTENTIAL OF OUR PRODUCTS.

 

Our business exposes us to the risk of product liability claims that are

inherent to the development, clinical testing and marketing of skin health

products. These lawsuits may divert our management from pursuing our business

strategy and may be costly to defend. In addition, if we are held liable in any

of these lawsuits, we may incur substantial liabilities and may be forced to

limit or forgo further commercialization of those products.

 

WE OPERATE IN A HIGHLY COMPETITIVE INDUSTRY. OUR FAILURE TO COMPETE EFFECTIVELY COULD ADVERSELY AFFECT OUR SALES AND GROWTH PROSPECTS.

 

The U.S. vitamin supplements and health product retail industry is a large and

highly fragmented industry. We compete primarily against other specialty

distributors and retailers, supermarkets, drugstores, mass merchants, multi-

level marketing organizations and mail order companies. This market is highly

sensitive to the introduction of new products, which may rapidly capture a

significant share of the market. Increased competition from companies that

distribute through retail or wholesale channels could have a material adverse

effect on our financial condition and results of operations.

 

Our competitors may have significantly greater financial, technical and

marketing resources than we do. In addition, our competitors may be more

effective and efficient in introducing new products. We may not be able to

compete effectively, and any of the factors listed above may cause price

reductions, reduced margins and losses of our market share.

 

WE SOURCE SHOWER HEAD PRODUCTS FROM HONG KONG AND ARE EXPOSED TO RISKS ASSOCIATED WITH DOING BUSINESS GLOBALLY.

 

We are subject to risks associated with changes in political, economic and

social environments, local labor conditions, changes in laws, regulations and

policies of foreign governments, as well as Canadian laws affecting activities

of Canadian companies abroad, including tax laws and enforcement of contract

and intellectual property rights. Many of these risks are beyond our control.

Exchange rate fluctuations may increase the cost of sourced products and reduce

our margins and profitability.

 

CHANGES IN REGULATORY STANDARDS FOR WATER USING APPLIANCES COULD NEGATIVELY IMPACT OUR BUSINESS SALES AND LIMIT OUR ABILITY TO DEVELOP AND MARKET OUR

PRODUCTS.

 

New regulatory initiatives could restrict our ability to develop new products.

There is no assurance that our future products will satisfy the rules and

standards governing our industry, or that our existing rules and standards will

not be changed in ways that negatively affect the sales of our products.

Furthermore, any future rule changes could further impair our ability to

differentiate our products from our competitors resulting in reduced sales and

profitability.


BECAUSE WE RELY UPON ONE SUPPLIER FOR THE VITAMIN SHOWER HEAD PRODUCTS WE INTEND TO DISTRIBUTE, OUR BUSINESS WILL FAIL IF OUR SUPPLIER TERMINATES ITS

RELATIONSHIP WITH US.

 

As a result of being totally dependent on a single supplier, Everise Water

Technology Ltd., that is located in Hong Kong, we may be subject to certain

risks, including changes in regulatory requirements, tariffs and other

barriers, increased pressure, timing and availability of export licenses,

foreign currency exchange fluctuations, the burden of complying with a variety

of foreign laws and treaties, and uncertainties relative to regional, political

and economic circumstances.  Our agreement with Everise Water Technology Ltd.

does not prevent it from supplying its shower head products to our competitors

or directly to consumers.  If this company modified or terminated its

association

 

with us for any other reason, we would suffer an interruption in our business

unless and until we found a substitute for that supplier.  If we were unable to

find a substitute for that supplier, our business would fail.  Everise Water

Technology Ltd. may cancel our marketing and sales distribution agreement upon

60 day's notice, without cause.

 

PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS THE ABILITY TO SELL THE STOCK.

 

The shares offered by this prospectus constitute penny stock under the Exchange

Act.  The shares will remain penny stock for the foreseeable  future.  "Penny

stock" rules impose additional sales practice requirements on broker-dealers

who sell such securities to persons other than established  customers and

accredited investors, that is, generally those with assets in excess of

$1,000,000  or annual  income exceeding $200,000 or  $300,000  together with a

spouse.   For transactions  covered  by  these  rules,  the  broker-dealer must

make a special suitability determination for the purchase of such  securities

and have received the  purchaser's  written  consent  to the transaction prior

to  the  purchase. Additionally, for any transaction involving  a  penny stock,

unless exempt, the rules require the delivery, prior to the transaction, of

a  disclosure schedule prescribed  by the Commission relating to the penny

stock market.   The  broker-dealer also must  disclose the commissions payable

to both the broker-dealer and the  registered  representative  and  current

quotations  for  the  securities. Finally, monthly statements  must be sent

disclosing recent price information on the limited market in penny stocks.

Consequently,  the "penny stock" rules may restrict the ability of

broker-dealers to sell our shares  of  common stock. The market price of our

shares would likely suffer as a result.

 

FORWARD-LOOKING STATEMENTS

 

This  annual report contains forward-looking statements that involve  risks and

uncertainties.  We use words such as anticipate, believe, plan, expect, future,

intend and similar expressions to identify such forward-looking statements. You

should not place too  much  reliance on these forward-looking statements. Our

actual results are most likely to differ materially  from those anticipated in

these forward-looking statements for many reasons, including the risks faced by

us described in the "Risk Factors" section and elsewhere in this annual report.

 

<PAGE>


ITEM 2:  DESCRIPTION OF PROPERTY


We do not ownership or leasehold interest in any property.  Our president,  Mr. Bruce  Biles, provides us with office space and related office services free of

charge.


ITEM 3:  LEGAL PROCEEDINGS

 

There are no legal proceedings pending or threatened against us.

 

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

 

No matters were submitted during the fourth quarter of our fiscal year to a vote of security holders, through the solicitation of proxies or otherwise.

 

PART II

 

ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

MARKET INFORMATION


Our shares of common stock were quoted  on the OTC Bulletin Board on July 11,

2007.  However, during the fiscal year ended  August  31, 2007, no trades of

our common stock occurred through the facilities of the OTC Bulletin Board.

 

The quotations on the OTC Bulletin Board reflect inter-dealer prices, without

retail mark-up, mark-down or commission and may not represent actual

transactions.

 

We had 32 shareholders of record as at the date of this annual report.

 

DIVIDENDS

 

There  are  no restrictions in our articles of incorporation  or  bylaws  that

prevent us from declaring dividends.  The Nevada  Revised Statutes, however, do

prohibit  us  from  declaring  dividends  where, after  giving  effect  to  the

distribution of the dividend:

 

1.    we would not be able to pay our debts as they become due in the usual

course of business; or

 

2.    our total assets would be less than the sum of our total liabilities plus

      the amount that would be needed to satisfy the rights of shareholders who

      have preferential rights superior to those receiving the distribution.

 

We have not declared any dividends, and we do not plan to declare any dividends

in the foreseeable future.

 

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 

We will rely upon the stability of the North American retail sales market for

the success of our business plan.  Because our products are paid directly by

the consumer out of disposable income, an economic downturn in the North

American market could have an adverse effect on the sales and profitability of

our products.

 

Our plan of operation for the twelve months following the date of this

prospectus is to enter into agreements with shower head and health product

wholesale distributors and retail stores, providing for the sale of shower

heads.

 

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

efforts on larger chain stores that sell various types of shower heads and

vitamin supplements.  These businesses have a greater budget for in-stock

inventory and tend to purchase a more diverse assortment of vitamin supplements

and shower products. By mid-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 vitamin supplement

and shower head vendors for positioning 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 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 shower head 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.

 

We do not have sufficient funds on hand to commence intended business

operations and our cash reserves are not sufficient to meet our obligations

for  the  next twelve-month period. As a result, we will need to seek

additional funding in the near  future.   We  currently  do not have a specific

plan of how we will obtain such funding; however, we anticipate  that

additional  funding  will be in the form of equity financing from the sale of

our common stock.

 

We may also seek to obtain short-term loans from our directors.  At  this  time,

we  cannot  provide investors  with any assurance that we will be able to raise

sufficient funding from the sale of our common stock or through a loan from our

directors to meet our obligations over the next twelve months.  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 shower head 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 THE FISCAL YEAR ENDED AUGUST 31, 2007

 

We did not earn any revenues during  the fiscal year ended August 31, 2007.  We

have not fully implemented our sales and marketing  strategy for our showerhead

products and can therefore provide no assurance that our business model and

plan is economically feasible.

 

We  incurred operating expenses in the amount of $12,078  for  the  year  ended

February 28, 2007.  These operating expenses were comprised of bank charges and

interest fees of $126, filing  and  transfer  agent fees of $11,598, management

fees of $6,000, professional fees of $10,500 and travel and  promotional  costs

of $120.

 

Our net loss in fiscal  2007 ($28,344) was higher than in fiscal 2006 ($12,078)

primarily due to the incurrence  of filing and  transfer  agent fees of $11,598

(2006 - $0), although there was an increase in professional fees ($4,348 in 2006

as compared to $10,500 in 2007).

 

We  have  not attained  profitable operations and are dependent upon obtaining

financing to complete our proposed  business plan.  For these reasons, there is

substantial doubt that we will be able to continue as a going concern.

 

ITEM 7:  FINANCIAL STATEMENTS

 

                               K-9 CONCEPTS, INC.

                         (A Development Stage Company)


                              FINANCIAL STATEMENTS


                                AUGUST 31, 2007

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

BALANCE SHEETS

 

STATEMENT OF OPERATIONS

 

STATEMENT OF CASH FLOWS

 

STATEMENT OF STOCKHOLDERS' DEFICIT

 

NOTES TO THE FINANCIAL STATEMENTS

 

<PAGE>


 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

  To the Stockholders and Board of Directors

  of K-9 Concepts, Inc.

  (A Development Stage Company)

 

  We  have  audited  the  accompanying  balance  sheets of K-9 Concepts Inc. (a

  development stage company) as of August 31, 2007  and 2006 and the statements

  of operations, stockholders' deficit and cash flows for the year ended August

  31, 2007, the period from August 25, 2005 (inception)  through August 31,2006

  and for the period from August 25, 2005 (inception) through  August 31, 2007.

  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 audits.

 

  We  conducted  our audits in accordance with  the  standards  of  the  Public

  Company Accounting  Oversight Board (United States).  Those standards require

  that we plan and perform  an audit to obtain reasonable assurance 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.  An  audit also includes

  assessing  the accounting principles used and significant estimates  made  by

  management,   as   well   as   evaluating  the  overall  financial  statement

  presentation.  We believe that our  audits provide a reasonable basis for our

  opinion.

 

  In our opinion, these financial statements  present  fairly,  in all material

  respects, the financial position of K-9 Concepts, Inc. as of August  31, 2007

  and  2006  and the results of its operations and its cash flows for the  year

  ended August  31,  2007,  the period from August 25, 2005 (inception) through

  August 31,2006 and for the  period  from  August 25, 2005 (inception) through

  August 31, 2007 in conformity with accounting  principles  generally accepted

  in the United States of America.

 

  The  accompanying financial statements have been prepared assuming  that  the

  Company  will  continue  as  a  going concern.  As discussed in Note 1 to the

  financial statements, the Company  is in the development stage and has losses

  from operations since inception. These  factors raise substantial doubt about

  the Company's ability to continue as a going  concern.  Management's plans in

  this regard are described in Note 1.  The financial statements do not include

  any adjustments that might result from the outcome of this uncertainty.

 

                                          DALE MATHESON CARR-HILTON LABONTE LLP

                                                          CHARTERED ACCOUNTANTS

  Vancouver, Canada

  November 5, 2007

 


<PAGE>


<TABLE>

<CAPTION>


K-9 CONCEPTS, INC.

A DEVELOPMENT STAGE COMPANY

BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

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

                               August       August

                               31,          31,

             ASSETS            2007         2006

CURRENT

ASSETS

 Cash                          $8,078       $16,826

 Account

 receivable                    $-           $96

Total Assets                    8,078        16,922


             LIABILITIES


CURRENT LIABILITES

 Accounts payable and

 accrued liabilities           $13,500      $-

Total liabilities              $13,500      $-

           STOCKHOLDERS'

         EQUITY (DEFICIT)

STOCKHOLDERS'

EQUITY

 Common stock (Note 3)

   Authorized

    75,000,000, par value

    $0.001 per share

   Issued and outstanding:

    6,400,000 common shares      6,400        6,400

    Additional paid in capital   19,600       19,600

    Donated capital (Note 4)     9,000        3,000

    Deficit                      (26,922)     (12,078)

TOTAL STOCKHOLDERS'

EQUITY (deficit)                 8,078        16,922

TOTAL LIABILITIES AND

STOCKHOLDERS'

EQUITY (deficit)                $8,078       $16,922

 

  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)

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


                       August

                       25, 2005                  August 25,

                       (Date of       Year       2005 (Date

                       Inception      Ended      of Inception)

                       to August      August     to August 31,

                       31, 2006       31, 2007   2007

 

Bank charges           $224           $126       $350

Filing and transfer

agent fees              -              11,598     11,598

Management fees         3,000          6,000      9,000

Marketing               1,626          -          1,626

Professional fees       4,348          10,500     14,848

Travel and

entertainment           2,880          120        3,000

Loss for the period    $12,078        $28,344    $40,422

 

BASIC AND DILUTED

LOSS PER SHARE         $(0.00)        $(0.00)

WEIGHTED AVERAGE

NUMBER OF SHARES


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

 

<PAGE>

K-9 CONCEPTS, INC.

A DEVELOPMENT STAGE COMPANY

STATEMENT OF STOCKHOLDER'S EQUITY

(EXPRESSED IN US DOLLARS)

<TABLE>

<CAPTION>


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

                                                             (Deficit)

                                                             Accumulated

                                       Additional  Donated   During the

                                       Paid-in     Capital   Development

                    Number     Amount  Capital     (Note 5)  Stage       Total

Balance, August 25,

2005 (Date of

Inception)          $-         $-      $-          $-        $-           $-

Common stock issued

 for cash at

$0.001 per share

October 4, 2005      2,000,000  2,000   -           -         -           2,000

Common stock issued

for cash at

$0.001 per share

November 8, 2005     4,000,000  4,000   -           -         -           4,000

Common stock issued

for cash at

$0.05 per share

March 30, 2006       400,000    400    19,600       -         -          20,000

Donated services     -          -      -            3,000     -           3,000

Net loss             -          -      -            -         (12,078) (12,078)

Balance, August      6,400,000  6,400  19,600       3,000     (12,078)   16,922

31, 2006

Donated services     -          -      -            6,000     -           6,000

Net loss             -          -      -            -         (28,344) (28,344)

BALANCE, AUGUST 31,

2007                 6,400,000  6,400  19,600       9,000     (40,422)  (5,422)


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


<TABLE>

<CAPTION>

K-9 CONCEPTS, INC.

A DEVELOPMENT STAGE COMPANY

STATEMENT OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

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

                                    August 25,                  August

                                    2005 (Date of   Year        25, 2005

                                    Inception)      Ended       (Date of

                                    to August       August      Inception) to

                                    31, 2006        31, 2007    August 31, 2007

CASH FLOWS FROM OPERATING

ACTIVITIES

  Net loss                          $(12,078)       $(14,844)   $(26,922)

 Non-cash item:

  Donated services                   3,000           6,000       9,000

  Changes in non-cash

  operating working

  capital item:

   Other receivable                  (96)            96          -

   Accounts payable and accrued

   liabilities                       -               13,500      13,500

 Net cash (used in)

 operating activities                (9,174)         (8,748)     (17,922)

Cash Flows From Financing

Activities

 Issuance of common shares           26,000          -           26,000

Net cash provided by financing

activities                           26,000          -           26,000

 

Increase (decrease) in Cash          16,826          (8,748)     8,078

Cash, Beginning                      -               16,826      -

Cash, Ending                        $16,826         $8,078      $8,078

 

SUPPLEMENTAL DISCLOSURE OF CASH

FLOW INFORMATION:

CASH PAID DURING THE PERIOD FOR:

        Interest                    $-              $-          $-

 

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

 

<PAGE>

K-9 CONCEPTS, INC.

A DEVELOPMENT STAGE COMPANY

NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2007

(EXPRESSED IN US DOLLARS)

 

NOTE 1.    NATURE AND CONTINUANCE OF OPERATIONS

K-9 Concepts, Inc. ("the Company")  was  incorporated  under  the laws of

the State of Nevada on August 25, 2005. The Company is in the business of

marketing and distribution  items  to  the general public. The Company is

considered to be a development stage company  and  has  not generated any

significant revenues from operations since its inception.

 

The  accompanying  financial statements have been prepared  assuming  the

Company will continue  as  a  going  concern.  As of August 31, 2007, the

Company has a  working  capital  deficiency $5,422, has not  yet achieved

profitable operations and has accumulated  a  deficit  of  $40,422  since

inception. Its ability to continue as a going concern  is  dependent upon

the  ability of the Company to obtain the necessary financing to meet its

obligations   and  pay  its  liabilities  arising  from  normal  business

operations  when  they  come due. The  outcome of  these  matters  cannot

be  predicted  with any certainty  at  this  time  and  raise substantial

doubt that the Company  will be able to  continue  as  a  going  concern.

These  financial  statements  do  not  include   any  adjustments  to the

amounts  and  classification  of  assets  and  liabilities  that  may  be

necessary  should  the  Company  be  unable  to  continue  as   a   going

concern. Management believes that the Company has adequate funds to carry

on operations for the upcoming fiscal year. Management intends to finance

operating costs over the next twelve months with existing  cash  on  hand

and loans from directors and or private placement of common stock.

 

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

BASIS OF PRESENTATION

 

These  financial  statements   have  been  prepared  in  accordance  with

generally accepted accounting principles  in the United States of America

("US GAAP") and are presented in United States dollars.

 

USE OF ESTIMATES

The  preparation  of  financial statements in  conformity  with  US  GAAP

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 dates of the financial statements  and  the

reported  amounts  of revenues and expenses during the reporting periods.

Actual results could differ from these estimates.

 

FOREIGN CURRENCY TRANSLATION

 

The Company's functional  currency  is  the Canadian dollar and reporting

currency is the United States dollar. The Company has adopted SFAS No. 52

"Foreign Currency Translation" as of its  inception.  Monetary assets and

liabilities  denominated in foreign currencies are translated  using  the

exchange rate  prevailing  at the balance sheet date. Non-monetary assets

and liabilities denominated in foreign currencies are translated at rates

of exchange in effect at the  date  of  the  transaction. Average monthly

rates  are  used  to translate revenues and expenses.  Gains  and  losses

arising on translation  or  settlement  of  foreign  currency denominated

transactions or balances are included in the determination of income. The

Company has not, to the date of these financial statements,  entered into

derivative   instruments   to  offset  the  impact  of  foreign  currency

fluctuations.

 

<PAGE>

K-9 CONCEPTS, INC.

A DEVELOPMENT STAGE COMPANY

NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2007

(EXPRESSED IN US DOLLARS)

 

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

FINANCIAL INSTRUMENTS

 

The carrying value of cash,  accounts  payable  and  accrued  liabilities

approximates their fair value because of the short-term maturity of these

instruments. The Company's operations are in Canada and virtually  all of

its  assets  and  liabilities  are giving rise to significant exposure to

market risks from changes in foreign  currency  rates. The financial risk

is the risk to the Company's operations that arise  from  fluctuations in

foreign  exchange  rates  and  the  degree of volatility of these  rates.

Currently, the Company does not use derivative  instruments to reduce its

exposure to foreign currency risk.

 

INCOME TAXES

 

The Company follows the liability method of accounting  for income taxes.

Under  this  method,  deferred  income  tax  assets  and liabilities  are

recognized for the estimated tax consequences attributable to differences

between  the  financial  statement  carrying values and their  respective

income tax basis (temporary differences).   The effect on deferred income

tax  assets and liabilities of a change in tax  rates  is  recognized  in

income in the period that includes the enactment date. At August 31, 2007

a full  deferred  tax  asset valuation allowance has been provided and no

deferred tax asset benefit has been recorded.

 

LOSS PER SHARE

 

In accordance with SFAS  No. 128 "Earnings Per Share", the basic loss per

common  share  is computed by  dividing  net  loss  available  to  common

stockholders by the weighted average number of common shares outstanding.

Diluted loss per  common  share  is  computed  similar  to basic loss per

common  share  except  that the denominator is increased to  include  the

number of additional common  shares  that  would have been outstanding if

the potential common shares had been issued  and if the additional common

shares were dilutive. At August 31, 2007, the  Company  had  no  dilutive

stock  equivalents, accordingly diluted loss per share is equal to  basic

loss per share.

 

RECENT ACCOUNTING PRONOUNCEMENT

 

In February  2007,  the  FASB issued SFAS No. 159, "The Fair Value Option

for Financial Assets and Financial  Liabilities".  This Statement permits

entities  to  choose  to  measure  many  financial assets  and  financial

liabilities at fair value. Unrealized gains and losses on items for which

the fair value option has been elected are reported in earnings. SFAS No.

159 is effective for fiscal years beginning  after November 15, 2007. The

Company  is  currently  assessing  the  impact of SFAS  No.  159  on  its

financial position and results of operations.

 

NOTE 3  COMMON STOCK

 

Authorized

 

75,000,000 common shares of stock with a  par  value of one tenth of one

cent ($0.001) per share.

 

Issued

 

During the period from August 25, 2005 (inception)  to August 31, 2006,

the  Company issued 6,400,000 common shares for total cash  proceeds  of

$26,000.

 

The Company  has not adopted a stock option plan and has not granted any

stock  options.   Accordingly,  no  stock-based  compensation  has  been

recorded to date.


<PAGE>

 

K-9 CONCEPTS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2007


NOTE 4  DONATED CAPITAL

 

The Company recognized  donated  services by directors of the Company for

management fees in fiscal 2007, valued at $500 per month, totaling $6,000

for the period from September 1, 2006  to  August 31, 2007 and $3,000 for

the  period from March 1, 2006 to August 31,  2006.   These  transactions

were recorded at the exchange amount which is the amount agreed to by the

related parties.

 

NOTE 5  INCOME TAXES

 

The following table summarizes the significant components of the Company's

deferred tax assets:

 

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

                                                   2007      2006

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

 

 Deferred Tax Assets

   Non-capital losses carryforward            $  13,750 $   4,106

   Valuation allowance for deferred tax asset  (13,750)   (4,106)

 

 Net deferred tax assets                      $    -    $    -

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

 

At August  31,  2007,   the   Company   has accumulated non-capital losses

totaling approximately  $40,000, which are  available  to  reduce  taxable

income  in future  taxation   years.  These losses  expire beginning 2026.

The potential benefit of those losses, if any, has not  been  recorded  in

the financial statements as these losses are not likely to be realized.

 

ITEM  8:  CHANGES  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 8A:  CONTROLS AND PROCEDURES

 

EVALUTION OF DISCLOSURE CONTROLS

 

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

the  end  of  the 2007 fiscal year.  This evaluation was conducted  with  the

participation of  our  chief  executive  officer  and  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, the chief executive officer  and

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  no  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 III

 

ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

 

Name        Age         Position with RegistrantServed as a Director or Officer

Since

 

Albert  Au  42          President, C.E.O,        August 25, 2005

                        promoter and director

 

Jeanne Mok  36          Secretary, Treasurer,   August 25, 2005

                        principal accounting

                        officer, principal

                        financial officer and

                        director

 

The following describes the business experience of  the Company's directors and

executive officers, including other directorships held in reporting companies:

 

MR. ALBERT AU has acted as our president, chief executive officer, secretary,

treasurer and as a director since our incorporation on August 25, 2005. For the

past 20 years, Mr. Au has be involved in marketing and sales as well as in

conducting Asian trade and investments. He has been involved in the import and

export of toys, as well as household goods, between China and various key South

American markets such as Brazil, Chile and Argentina. He has also acted as a

master country distributor for a large motorcycle/scooter manufacturer in China

exporting to Argentina and Vietnam. In addition, Mr. Au was also previously the

master distributor for Tsingtao Brewery for Vietnam. He is currently a Vice-

President for the Tiancheng Group, a large investment holding company and

merchant bank under the CITIC Group. In that capacity, he is involved in the

oversight of investments undertaken by Tiancheng in the Canadian market.

 

Mr. Au devotes 20% of his business time to our affairs.  He  is responsible for

managing  the  implementation  of  our  marketing  strategy for the shower head

products.

 

MS. JEANNE MOK has acted as our director since August 25, 2005.  After

graduating from England's Polam Hall School in 1990, where she majored in the

fields of education and musical studies, Ms. Mok was employed as a teacher from

1991 to 1995 in Hong Kong's York English Kindergarten.  Since 1995, she has

owned and operated Famous Pet City, a Hong Kong-based distributor of pet

products.

 

Ms. Mok devotes 10% of his business time to our affairs. She is responsible for

overseeing our day to day affairs, including all administrative aspects.  Along

with Mr. Au, she is responsible for implementing our marketing and distribution

strategies.

 

All directors are elected annually by our shareholders and hold office until

the next Annual General Meeting.  Each officer holds office at the pleasure

of the board of directors.  No director or officer has any family relationship

with any other director or officer.

 

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

Section 16(a) of the Exchange Act requires our executive officers and

directors, and persons who beneficially own more than 10% of our equity

securities, to file reports  of  ownership and changes in ownership with the

Securities and Exchange Commission. Officers,  directors  and greater than 10%

shareholders are required by SEC regulation to furnish us with  copies  of  all

Section 16(a) forms they file.  Based on our review of the copies of such forms

we received,  we  believe that during the fiscal year ended February 28, 2007

all such filing requirements applicable  to  our  officers  and  directors

were complied with exception that reports were filed late by the following

persons:


                               Number      Transactions Known Failures

                               Of  late    Not Timely   To File a

Name and principal position    Reports     Reported     Required Form

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

 

Albert Au                      0           0           0

(President and director)

Jeanne Mok                     0           0           0

(Secretary, treasurer and director)


ITEM 10:  EXECUTIVE COMPENSATION

 

The table below summarizes all compensation awarded to, earned by, or paid to

our executive officers by any person for all services rendered in all

capacities to us for the fiscal year ended February 28, 2007.

 

<TABLE>

<CAPTION>

        Annual Compensation            Long Term Compensation

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

                          Other        Restricted                  All

Name(1)                   Annual       Stock    Options/ LTIP      Other

& Title Year Salary Bonus Compensation Awarded  SARS(#) Payouts($) Compensation


Albert

Au,     2007 $0

    0     0            0        0       0          0

President

Jeanne

Mok,    2007 $0     0     0            0        0       0          0

Secretary

Treasuruer

</TABLE>


ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND  MANAGEMENT  AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth information regarding the beneficial ownership

of our shares of common stock at February 28, 2007, by (i) each person known by

us to be  the  beneficial owner of more than 5% of our outstanding shares of

common stock, (ii) each of our directors, (iii) our executive officers, and

(iv) by all of our directors  and  executive  officers as a group.  Each person

named in the table, has sole voting and investment  power with respect to all

shares shown as beneficially owned by such person and can  be  contacted at

our executive office address.


TITLE OF    NAME AND ADDRESS      BENEFICIAL   PERCENT

CLASS       OF BENEFICIAL OWNER   OWNERSHIP    OF CLASS


COMMON      Albert Au              1,000,000   15.62%

STOCK       President, Chief

            Executive Officer

            and Director

            6250 King's Lynn Street

            Vancouver, BC V5E 3W1


COMMON      Jeanne Mok             1,000,000   15.62%

STOCK       Secretary, Treasurer

            Principal Accounting Officer

            and Director

            G/F, 233 Wong Chuk Wan

            Sai Kung, Hong Kong


COMMON      All officers and       2,000,000   31.24%

STOCK       directos as a group

            that consists

            Of shares two people


The percent of class is based on 8,230,000 shares of common  stock  issued and

outstanding as of the date of this annual report.

 

ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

None  of our directors or officers, nor any proposed nominee for election as a

director,  nor any person who beneficially owns, directly or indirectly, shares

carrying more than  10% of the voting rights attached to all of our outstanding

shares, nor any promoter,  nor any  relative or spouse of any of the foregoing

persons has any material interest, direct or indirect, in any transaction since

our  incorporation  or in any presently proposed transaction  which, in  either

case, has or will materially affect us.

 

Our management is involved in  other business activities and may, in the future

become  involved  in  other business opportunities.  If  a  specific  business

opportunity becomes available, such persons may face a conflict in selecting

between our business and their other business interests.  In the event that a

conflict of interest arises at a meeting of our directors, a director who has such

a conflict will disclose his interest in a proposed transaction and will abstain from voting for or against the approval

of such transaction.


ITEM 13:  EXHIBITS AND REPORTS

 

Exhibits


      3.1*  Articles of Incorporation

      3.2*  Bylaws

      10.1* Marketing and Sales Distribution Agreement

      31.1  Certification pursuant to Rule 13a-14(a) under the

            Securities Exchange Act of 1934

      31.2  Certification pursuant to Rule 13a-14(a) under the

            Securities Exchange Act of 1934

      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


            *  filed as an exhibit to our registration statement on Form SB-2

            dated January 3, 2007


Reports on Form 8-K

 

We did not file any reports on Form 8-K during the last quarter of fiscal 2007.

 

ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Our   principal   accountants,  Dale  Matheson  Carr-Hilton  LaBonte, Chartered

Accountants, rendered invoices to us during the fiscal periods indicated for

the following fees and services:

 

                        Fiscal year ended     Fiscal year ended

                        August 31, 2006       August 31, 2007

 

Audit fees              $5,000                $5,000

Audit-related fees       Nil                   Nil

Tax fees                 Nil                   Nil

All other fees           Nil                   Nil

 

Audit  fees consist  of  fees  related  to  professional  services  rendered in

connection with the audit of our annual financial statements, the review of the

financial statements included in each of our quarterly reports on Form 10-QSB.

 

Our policy is to pre-approve all audit and permissible  non-audit services

performed  by  the  independent accountants. These services may include  audit

services, audit-related services, tax  services  and other services.  Under our

audit committee's  policy, pre-approval is generally  provided for particular

services or categories  of  services, including planned services, project based

services  and  routine consultations.  In addition, we  may  also  pre-approve

particular services on a case-by-case basis.  We approved all services that our

independent accountants provided to us in the past two fiscal years.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 and 15 (d) 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.

 

K-9 Concepts, Inc.

 

By      /s/ Albert Au

        Albert Au

        President, CEO & Director

        Date: November 16, 2007

 

In  accordance  with the Securities Exchange Act, this report has been signed

below by the following persons on behalf of the registrant and in the

capacities and on the dates indicated.

 

By      /s/ Albert Au__________

        Albert Au

        President, CEO & Director

        Date: November 16, 2007

 

By      /s/ Jeanne Mok___________

        Jeanne Mok

        Secretary and Director

        Date: November 16, 2007


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

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











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