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 May 31, 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)
6250 King's Lynn Street
Vancouver, British Columbia, Canada V5S 4V5
(Address of principal executive offices) (Postal or Zip Code)
Issuer's telephone number, including area code: 604-618-2888
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: 6,400,000 shares of common
stock with par value of $0.001 per share outstanding as of July 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.
<PAGE>
K-9 CONCEPTS, INC.
(A development stage Company)
FINANCIAL STATEMENTS
May 31, 2007
BALANCE SHEETS
STATEMENT OF OPERATIONS
STATEMENT OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
<PAGE>
<TABLE>
<CAPTION>
K-9 CONCEPTS, INC.
A DEVELOPMENT STAGE COMPANY
BALANCE SHEET
(EXPRESSED IN US DOLLARS)
<S>
May 31, August
2007 31, 2006
<C> ASSETS (Unaudited) (Audited)
CURRENT ASSETS <C> <C>
Cash
$ 8,945 $ 16,826
Account receivable 96 96
Total Assets 9,041 16,922
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY
Common stock(Note 3)
Authorized
75,000,000, par value $0.001 per share
Issued and outstanding:
6,400,000 common shares
(August 31, 2006 - 6,400,000 common shares 6,400
6,400
Additional paid in capital 27,100 22,600
Deficit accumulated during the
development stage (24,459) (12,078)
TOTAL STOCKHOLDERS' EQUITY 9,041 16,922
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,041 $ 16,922
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
K-9 CONCEPTS, INC.
A DEVELOPMENT STAGE COMPANY
STATEMENT OF OPERATIONS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
<S>
Three Three Nine Nine August 25,
Months Months Months Months 2005 (Date
Ended Ended Ended Ended of Inception)
May 31, May 31, May 31 May 31 to May 31,
2007 2006 2007 2006 2007
<C> <C> <C> <C> <C>
<C>
Bank charges $ 20 $ 18 $ 107 $ 80 $ 331
Filing and transfer
agent fees 5,000 - 5,750 - 5,750
Management fees 1,500 1,500 4,500 1,500 7,500
Marketing - - 1,626 1,626
Professional fees 2,000 - 2,000 - 6,348
Travel and entertainment - - 24 240 2,904
Loss for the period $ (8,520) $ 1,518 $(12,381) $ 3,446 $ 24,459
BASIC AND DILUTED
LOSS PER SHARE $ (0.00) $(0.00) $ (0.00) $(0.00)
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 6,400,000 6,271,111 6,400,000 4,739,927
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>
Nine Nine
Months Months
Ended Ended August 25, 2005
May 31, May 31, (Date of Inception)
2007 2006 May 31, 2007
<C> <C> <C> <C>
CASH FLOWS FROM
OPERATING
ACTIVITIES
Net loss $ (12,381) $ - $ (24,459)
Non-cash item:
Donated services 4,500 - 7,500
Changes in non-cash
operating working
capital item:
Other receivable - - (96)
Net cash (used in)
operating activiites (7,881) - (17,055)
Cash Flows From Financing
Activities
Issuance of common
shares - - 26,000
Net cash provided by
financing activities - - 26,000
Increase (decrease) in
Cash (7,881) - 8,945
Cash, Beginning 16,826 - -
Cash, Ending $ 8,945 $ - $ 8,945
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
CASH PAID DURING THE PERIOD FOR:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
K-9 CONCEPTS, INC.
A DEVELOPMENT STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2007
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
Unaudited 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, 2006, included in the Company's Form 10-KSB filed
with the Securities and Exchange Commission. These unaudited interim
financial statements 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 nin months ended May 31, 2007 are not necessarily
indicative of the results that may be expected for the year ending
August 31, 2007
Going Concern
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As of May 31, 2007, the
Company has a working capital of $9,041, has not yet acheived profitable
operations and has accumulated a deficite of $24,459 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 a that may be necessary should the Company be unable to
contintue as a going concern. Management believes that the Company has
adequate funds to carry on operations for the upcoming fiscal year.
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").
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.
ORGANIZATIONAL AND START-UP COSTS
Costs of start-up activities, including organizational costs, are
expensed as incurred
<PAGE>
K-9 CONCEPTS, INC.
A DEVELOPMENT STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2007
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
DEVELOPMENT STAGE COMPANY
The Company is in the development stage. Since its formation, the Company
has not yet realized any revenues from its planned operations.
FOREIGN CURRENCY TRANSLATION
The reporting currency of the Company is the United States Dollar;
functional currency of the Company is the U.S. Dollar. The accounts of
other currencies are translated into US Dollars on the following basis:
Monetary assets and liabilities are translated at the current rate of
exchange.
The weighted average exchange rate for the period is used to translate
revenue, expenses, and gains or losses from the functional currency to
the reporting currency.
The gain or loss on the foreign currency financial statements is reported
as a separate component of stockholders' equity and not recognized in net
income. Gains or losses on remeasurement from the recording currency are
recognized in current net income.
Gains or losses from foreign currency transactions are recognized in
current net income.
Fixed assets are measured at historical exchange rates that existed at
the time of the transaction.
Depreciation is measured at historical exchange rates that existed at the
time the underlying related asset was acquired.
The effect of exchange rate changes on cash balances is reported in the
statement of cash flows as a separate part of the reconciliation of
change in cash and cash equivalents during the period.
FINANCIAL INSTRUMENTS
As defined in Financial Accounting Standards Board ("FASB") No. 107, the
company estimates whether the fair value of all financial instruments
differ materially from the aggregate carrying values of its financial
instruments recorded in the accompanying balance sheet, which need to be
disclosed. The estimated fair values of amounts have been determined by
the Company using available market information and appropriate valuation
methodologies. Considerable judgment is required in interpreting market
data to develop the estimates of fair value, and accordingly, the
estimates are not necessarily indicative of the amounts that the Company
could realize in a current market exchange.
<PAGE>
K-9 CONCEPTS, INC.
A DEVELOPMENT STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2007
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
FINANCIAL INSTRUMENTS (CONT'D)
The company's financial instruments consist of cash and accounts payable
and accrued liabilities. Unless otherwise noted, it is management's
opinion that the company is not exposed to significant interest, currency
or credit risks arising from these financial instruments. The fair value
of these financial instruments approximate their carrying values.
INCOME TAXES
The Company has adopted Statements of Financial Accounting Standards
("SFAS") No. 109 - "Accounting for Income Taxes". SFAS No. 109 requires
the use of the asset and liability method of accounting of income taxes.
Under the asset and liability method of SFAS No. 109, deferred tax assets
and liabilities are recognized for the future tax consequences
attributable to temporary differences between the financial statements
carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.
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 May 31, 2007, the Company had no dilutive stock
equivalents, accordingly diluted loss per share has not been presented.
<PAGE>
K-9 CONCEPTS, INC.
A DEVELOPMENT STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2007
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
STOCK-BASED COMPENSATION
The Company accounts for equity instruments issued in exchange for the
receipt of goods or services from other than employees in accordance with
SFAS No. 123 and the conclusions reached by the Emerging Issues Task
Force ("EITF") in Issue No. 96-18 ("EITF 96-18"). Costs are measured at
the estimated fair market value of the consideration received or the
estimated fair value of the equity instruments issued, whichever is more
reliably measurable. The value of equity instruments issued for
consideration other than employee services is determined on the earliest
of a performance commitment or completion of performance by the provider
of goods or services as defined by EITF 96-18.
The Company has also adopted the provisions of the FASB Interpretation
No.44, Accounting for Certain Transactions Involving Stock Compensation -
An Interpretation of Accounting Principals Board ("APB") Opinion No. 25
("FIN 44"), which provides guidance as to certain applications of APB 25.
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.
NOTE 3.COMMON STOCK
In October 2005, the Company subscribed 2,000,000 shares of common stock
at a price of @0.001 per share for total proceeds of $2,000.
In November 2005, the Company subscribed 4,000,000 shares of common stock
at a price of $0.001 per share for total proceeds of $4,000.
In March 2006, the Company subscribed 400,000 shares of common stock at a
price of $0.05 per share for total proceeds of $20,000.
The total number of common authorized that may be issued by the Company
is 75,000,000 shares of common stock with a par value of one-tenth of one
cent ($0.001) per share. No other class of shares is authorized.
During the period from August 25, 2005 (inception) to August 31, 2006,
the Company subscribed 6,400,000 common shares for total cash proceeds of
$26,000.
At May 31, 2007, there were no outstanding stock options or warrants.
<PAGE>
K-9 CONCEPTS, INC.
A DEVELOPMENT STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2007
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
NOTE 3.COMMON STOCK (CONT'D)
COMMON SHARES
The common shares of the Company are all of the same class.
ADDITIONAL PAID-IN CAPITAL
The excess of proceeds received for shares of common stock over their par
value of $0.001, less share issue costs, is credited to additional paid-in
capital.
NOTE 4. RELATED PARTY TRANSACTIONS
The Company recognized donated services by directors of the Company for
2007management fees, valued at $500 per month, totaling $4,500 for the
period from September 1, 2006 to May 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
At May 31, 2007, the Company has accumulated non-capital losses
totaling $24,459, which are available to reduce taxable income in
future taxation years. These losses expire beginning 2027. 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.
<PAGE>
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 materials 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 2007, 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 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.
While we have sufficient funds on hand to commence business operations, 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, although no
such arrangement has been made. 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 bamboo flooring 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 MAY 31, 2007
We did not earn any revenues in the nine-month period ended May 31, 2007.
During the same period, we incurred operating expenses of $12,381 consisting
of management fees of $4,500, filing and transfer agent fees of $5,750,
professional fees of $2,000, travel and promotion costs of $24, and bank
charges of $107.
<PAGE>
At May 31, 2007, we had assets of $9,041 consisting of $8,945 in cash and $96
in accounts receivable. We did not have any liabilities as of May 31, 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 May 31, 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 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 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.
<PAGE>
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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
We did not file any current reports on Form 8-K during the period.
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.
July 16, 2007
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