UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended November 30, 2014

 

333-176705

Commission File Number

 

BOOKEDBYUS INC.

(Exact name of registrant as specified in it’s charter)

 

Nevada		26-1679929
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

c/o Fred Person 619 S. Ridgeley Drive, Los Angeles, CA		90036
(Address of principal executive offices)		(Zip Code)

 

(323) 634-1000

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes    ¨ No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes    ¨ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

 

 

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

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court ¨ Yes    ¨ No

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of January 16, 2015, we had 22,170,000 shares of common stock outstanding.

 

 

 

TABLE OF CONTENTS

 

TABLE of CONTENTS			2
PART I—FINANCIAL INFORMATION				3
Item 1.	Financial Statements.			3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.			14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.			15
Item 4.	Controls and Procedures.			15
PART II—OTHER INFORMATION				17
Item 1.	Legal Proceedings.			17
Item 1A.	Risk Factors.			17
Item 2.	Unregistered Sales of Securities and Use of Proceeds.			17
Item 3.	Defaults Upon Senior Securities.			17
Item 4.	Mine Safety Disclosures.			17
Item 5.	Other Information.			18
Item 6.	Exhibits.			19

 

2

 

PART I—FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

Bookedbyus Inc.

Financial Statements

(Expressed in U.S. Dollars)

For the three month periods ended November 30, 2014 and 2013

(Unaudited)

 

Bookedbyus Inc.

Balance Sheets

(Expressed in U.S. Dollars)

(Unaudited)

---

 

		November 30, 2014				August 31, 2014
Assets
Current assets
Cash and cash equivalents		$	1,207			$	331
Total current assets			1,207				331
Total assets		$	1,207			$	331
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable and accrued liabilities (Note 4)		$	45,572			$	34,428
Due to related parties (Note 5)			24,900				17,200
Total current liabilities			70,472				51,628
Total liabilities			70,472				51,628
Stockholders’ deficit
Capital stock (Note 6)
Authorized 75,000,000 of common shares, par value $0.001
Issued and outstanding 22,170,000 common shares issued and outstanding (2013 – 22,170,000), par value $0.001			22,170				22,170
Additional paid in capital			86,180				86,180
Accumulated deficit			(177,615	)			(159,647	)
Total stockholders’ deficit			(69,265	)			(51,297	)
Total liabilities and stockholders’ deficit		$	1,207			$	331

 

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

 

3

 

Bookedbyus Inc.

Statements of Operations

(Expressed in U.S. Dollars)

(Unaudited)

---

 

		For the 3 month period ended November 30, 2014				For the 3 month period ended November 30, 2013
Revenue		$	-			$	-
Expenses
Amortization			-				125
Professional fees			5,500				5,000
General and administrative			468				584
Management fees (Note 5)			6,000				-
Rent			6,000				-
Total expenses			17,968				5,709
Net loss			(17,968	)			(5,709	)
Basic loss per common share		$	(0.00	)		$	(0.00	)
Weighted average number of common Shares - basic			22,170,000				22,170,000

 

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

 

4

 

Bookedbyus Inc.

Statement of Stockholders’ Deficit

From August 31, 2013 through November 30, 2014

(Expressed in U.S. Dollars)

(Unaudited)

---

 

		Number of shares issued				Capital Stock				Additional paid in capital				Accumulated deficit				Stockholders’ deficit
						$				$				$				$
Balance at August 31, 2013			22,170,000				22,170				86,180				(105,448	)			2,902
Net loss for the period			-				-				-				(54,199	)			(54,199	)
Balance at August 31, 2014			22,170,000				22,170				86,180				(159,647	)			(51,297	)
Net loss for the period			-				-				-				(17,968	)			(17,968	)
Balance at November 30, 2014			22,170,000				22,170				86,180				(177,615	)			(69,265	)

 

The accompanying notes are an integral part of these financial statements

 

5

 

Bookedbyus Inc.

Statements of Cash Flows

(Expressed in U.S. Dollars)

(Unaudited)

---

 

		For the 3 month period ended November 30, 2014				For the 3 month period ended November 30, 2013
Cash flows from operating activities
Net loss		$	(17,968	)		$	(5,709	)
Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization			-				125
Changes in operating assets and liabilities
Increase in accounts payable and accrued liabilities			11,144				496
Cash flows used in operating activities			(6,824	)			(5,088	)
Cash flows from financing activities
Due to related parties (Note 5)			7,700				4,800
Cash provided by financing activities			7,700				4,800
Net increase (decrease) in cash			876				(288	)
Cash and cash equivalents, beginning of period			331				435
Cash and cash, end of period		$	1,207			$	147

 

The accompanying notes are an integral part of these financial statements

 

6

 

Bookedbyus Inc.

Notes to Financial Statements

For the three month periods ended November 30, 2014 and 2013

(Expressed in U.S. Dollars)

(Unaudited)

---

 

1.	Nature and Continuance of Operations

 

Bookedbyus Inc. (the “Company”) was incorporated under the laws of the State of Nevada on December 27, 2007. The Company will carry on the business of computer software sales and marketing when all financing is in place.

 

On January 9, 2008, the Company affected a thousand (1,000) for one (1) forward stock split of all outstanding common shares and a corresponding forward increase in the Company’s authorized common stock. The effect of the forward split was to increase the number of the Company’s authorized common shares from 75,000 shares par value $0.001 to 75,000,000 shares par value $0.001. At the time of the stock split, the Company had no common shares issued and outstanding. All references in these financial statements to number of common shares, price per share and weighted average number of common shares have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted (Note 6).

 

The Company’s financial statements as at November 30, 2014 and for the three month periods then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a loss of $17,968 for the three months period ended November 30, 2014 and $5,709 for the three months period ended November, 2013 and has a working capital deficit of $69,265 at November 30, 2014 (August 31, 2014 - $51,297).

 

Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Company’s capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ended August 31, 2014. However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

As at November 30, 2014, the Company was not engaged in continued business but had made a modest profit from a consulting project and has had significant expenses from development stage activities. Although management is currently attempting to implement its business plan and is seeking additional sources of financing, there is no assurance the activity will be successful. Accordingly, the Company must rely on its president to perform essential functions without compensation until a business operation can be commenced. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

 

7

 

Bookedbyus Inc.

Notes to Financial Statements

For the three month periods ended November 30, 2014 and 2013

(Expressed in U.S. Dollars)

(Unaudited)

---

 

2.	Significant Accounting Policies

 

The following is a summary of significant accounting policies used in the preparation of these financial statements.

 

Definition of fiscal year

 

The Company’s fiscal year end is August 31^st.

 

Basis of presentation

 

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Cash and cash equivalents

 

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

 

Financial instruments

 

Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, requires disclosing fair value to the extent practicable for financial instruments that are recognized or unrecognized in the balance sheet. Fair value of financial instruments is the amount at which the instruments could be exchanged in a current transaction between willing parties. The Company considers the carrying amounts of cash, restricted cash, accounts receivable, related party and other receivables, accounts payable, notes payable, related party and other payables, customer deposits, and short term loans approximate their fair values because of the short period of time between the origination of such instruments and their expected realization. The Company considers the carrying amount of long term bank loans to approximate their fair values based on the interest rates of the instruments and the current market rate of interest.

 

Level 1 The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

 

Level 2 FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.

 

8

 

Bookedbyus Inc.

Notes to Financial Statements

For the three month periods ended November 30, 2014 and 2013

(Expressed in U.S. Dollars)

(Unaudited)

---

 

2.	Significant Accounting Policies (Continued)

 

Financial instruments (Continued)

 

Level 3 If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

 

As at November 30, 2014, the fair value of cash and cash equivalents and accounts payable approximates carrying value because of their short maturities.

 

Credit Risk

 

Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents. The Company deposits cash and cash equivalents with high credit quality financial institutions as determined by rating agencies.

 

Currency Risk

 

The Company’s assets and liabilities are in U.S. dollar, which is the Company’s functional and presentation currency. The Company has no transactions in currencies other than U.S. dollar. As a result, foreign currency risk is insignificant.

 

Interest Rate Risk

 

The Company has cash balances and no interest-bearing debt. It is management’s opinion that the Company is not exposed to significant interest risk arising from these financial instruments.

 

Liquidity Risk

 

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities. The Company is reliant upon equity issuances as its sole source of cash. The Company has been successful in raising equity financing in the past; however, there is no assurance that it will be able to do so in the future.

 

Intangible assets

 

Intangible assets are stated at cost less accumulated amortization and are comprised of acquired technology and licenses and are currently amortized straight-line over 10 years of the estimated useful life.

 

9

 

Bookedbyus Inc.

Notes to Financial Statements

For the three month periods ended November 30, 2014 and 2013

(Expressed in U.S. Dollars)

(Unaudited)

---

 

2.	Significant Accounting Policies (Continued)

 

Intangible assets (Continued)

 

The Company assesses the impairment of intangible assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

 

Unforeseen and adverse events, changes in circumstances and market conditions and adverse legal factors are potential indicators that the carrying amount of intangible assets may not be recoverable and may require an impairment charge.

 

The useful lives of intangible assets are evaluated quarterly to determine if events or circumstances warrant a revision to their remaining period of amortization. Legal, regulatory and contractual factors, the effects of obsolescence, demand, competition and other economic factors are potential indicators that the useful life of an intangible asset may be revised.

 

The Company management has agreed to impair the license agreement with Digital Programma, due to the lack of visibility of the Company’s ability to generate any future economic benefit from the use of license as well as lack of capital funds and timelines, as of November 30, 2014.

 

Income taxes

 

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. 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. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

 

Basic and diluted net loss per share

 

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

 

10

 

Bookedbyus Inc.

Notes to Financial Statements

For the three month periods ended November 30, 2014 and 2013

(Expressed in U.S. Dollars)

(Unaudited)

---

 

2.	Significant Accounting Policies (Continued)

 

Comprehensive loss

 

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at November 30, 2014, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

 

Use of estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates.

 

Stock-based compensation

 

ASC 718, “Compensation – Stock Compensation”, which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees’ requisite service period (generally the vesting period of the equity grant). Adoption of ASC 718 does not change the way the Company accounts for share-based payments to non-employees, with guidance provided by ASC 505-50, “Equity-Based Payments to Non-Employees”.

 

Recent accounting pronouncements

 

The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion or will have a significant impact on its financial statements except as described below.

 

On June 10, 2014, accounting principles generally accepted in the United States were amended to remove the definition of a development stage entity thereby removing the financial reporting distinction between development stage entities and other reporting entities. In addition, the amendments eliminate the requirements for the Company to present inception-to-date information and to label the financial statements as those of a development stage entity. The amendments are effective for the Company’s financial statements as of December 31, 2016, and interim periods therein; however, early application of each of the amendments is permitted for any reporting period. The Company has adopted the amendments and no longer presents inception-to-date information in the statements of operations, statement of stockholders' deficit and statements of cash flows. In addition, the financial statements will no longer be labeled as those of a development stage entity.

 

11

 

Bookedbyus Inc.

Notes to Financial Statements

For the three month periods ended November 30, 2014 and 2013

(Expressed in U.S. Dollars)

(Unaudited)

---

 

3.

License

 

On January 1, 2011, the Company entered into an agreement (the “License Agreement”) with Digital Programa Inc.

 

The basic terms of the License Agreement are as follows:

 

	i.	Digital Programa Inc. has granted exclusive license to the Company to market and sell certain software systems, as defined in the License Agreement, which consists of eDrive and iDrive (the “System”), exclusively in Canada and the United States;
	ii.	The Company issued 1,000,000 common shares of the Company, valued at $0.005 per share, to Digital Programa Inc. for initial, non-recurring, non-refundable license fee;
	iii.	The Company is required to pay Digital Programa Inc. a 4% royalty on gross revenues for each month from the sales of the System software; and
	iv.	The License Agreement shall remain in effect for a period of 10 years, commencing on January 1, 2011, and the Company has the option to renew the License Agreement for an additional 10 year term provided that the Company pay then current renewal fee, which shall be no greater than 10% of the then current license fee charged by Digital Programa Inc. for new licensees.

 

The Company management has agreed to impair the license agreement with Digital Programma, due to the lack of visibility of the Company’s ability to generate any future economic benefit from the use of license as well as lack of capital funds and timelines, as of November 30, 2014.

 

4.	Accounts Payable and Accrued Liabilities

 

Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.

 

5.	Due to Related Parties and Related Party Transactions

 

As at November 30, 2014, the amounts due to related parties consist of $nil (2013 - $nil) payable to a former officer and director of the Company. On March 31, 2011, the Company settled the balance due in the amount of $21,775 by issuing 4,355,000 common shares of the Company valued at $0.005 per common share to this former officer and director of the Company (Note 6). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

 

As at November 30, 2014, the amounts due to related parties consist of $nil (2013 - $nil) payable to a director of the Company. On March 31, 2011, the Company settled the balance due in the amount of $14,475 by issuing 2,895,000 common shares of the Company valued at $0.005 per common share to this director of the Company (Note 6). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

 

12

 

Bookedbyus Inc.

Notes to Financial Statements

For the three month periods ended November 30, 2014 and 2013

(Expressed in U.S. Dollars)

(Unaudited)

---

 

5.	Due to Related Parties and Related Party Transactions (Continued)

 

As at November 30, 2014, the amounts due to related parties consist of $nil (2013 - $nil) payable to a company with an officer in common. On March 31, 2011, the Company settled the balance due in the amount of $9,100 by issuing 1,820,000 common shares of the Company valued at $0.005 per common share to this company with an officer in common (Note 6). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

 

During the three month period ended November 30, 2014, the Company accrued $6,000 (2013 - $nil) in management fees to a director and officer of the Company.

 

During the three months period ended November 30, 2014, related parties of the Company have provided a series of loans, totaling $7,700, for working capital purposes. As at November 30, 2014, amount payable to related parties was $24,900 ($17,200 as at August 31, 2014). These amounts are unsecured, interest-free and due on demand.

 

6.	Capital Stock

 

The total authorized capital is 75,000,000 common shares with a par value of $0.001 per common share.

 

On January 9, 2008, the Company affected a thousand (1,000) for one (1) forward stock split of all outstanding common shares and a corresponding forward increase in the Company’s authorized common stock. The effect of the forward split was to increase the number of the Company’s authorized common shares from 75,000 shares par value $0.001 to 75,000,000 shares par value $0.001. At the time of the stock split, the Company had no commons shares issued and outstanding.

 

All references in these financial statements to number of common shares, price per share and weighted average number of common shares have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted.

 

Issued and outstanding

 

The Company had 22,170,000 common shares issued and outstanding as at November 30, 2014 and 2013.

 

7.	Contracts Under Commitment

 

The company has leased an office in Los Angeles California for a period of twelve months commencing January 1, 2014. The office is located at Suite 101, 619 S. Ridgley Los Angeles CA 90036 ($2,000.00 per month) due on the first calendar day of each month. This twelve month term automatically renews if no written notice of termination is given 30 days prior to the end on each term. The landlord agrees to accept either cash or shares as settlement for each months' rent. The landlord will defer rent in lieu of shares at $0.10 a share as per the Registration Statement or cash. As a concession for this deferment, the landlord will charge an additional 20% per month for each month deferred. (ie. $400 or 4000 shares at $0.10 per share).

 

Both parties agree to the deferment schedule being at the end of the term. All deferred rent will be subject to the 20% per month will be collectable only at the end of the term.

 

The company has entered into a consulting agreement with Brad Kersch for marketing and business consulting. The term of the agreement is one year beginning January 1, 2014. Consideration for such consulting services is $2,000 per month payable in cash or common shares, at the Company’s election. The Consultant agrees to accept either cash or shares as settlement for each months' pay. The Consultant agrees to defer payments in lieu of shares at $0.10 a share as per the Registration Statement. As a concession for this deferment, the Consultant will charge an additional 20% per month for each month deferred. (ie. $400 or 4,000 shares at $0.10 per share.)

 

Both parties agree to the deferment schedule to be calculated only at the end of the term. All deferred rent will be subject to the 20% per month will be calculated and collectable only at the end of the term.

  

13

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Management’s Discussion and Analysis

 

This section of the Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

 

Bookedbyus Inc. is a development stage company, which was formed on December 27, 2007. We have commenced only limited operations, primarily focused on organizational matters in connection with this offering. The Company has not yet implemented its business model and has incurred losses since inception of $177,615.

 

Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

As at November 30, 2014, the Company was not engaged in continued business but had made a modest profit from a consulting project and had significant expenses from development stage activities. Although management is currently attempting to implement its business plan and is seeking additional sources of financing, there is no assurance the activity will be successful. Accordingly, the Company must rely on its president to perform essential functions without compensation until a business operation can be commenced. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

 

Capital Resources and Liquidity

 

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business unless we obtain additional capital. No substantial revenues from our planned business model are anticipated until we have raised sufficient monies to implement our business model. The Company will need to seek capital from other resources such as private placements in the Company’s common stock or debt financing, which may not even be available to the Company. However, if such financing were available, because we are a development stage company with no or limited operations to date, it would likely have to pay additional costs associated with such financing and in the case of high risk loans be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such financing. If the company cannot raise additional proceeds via such financing, it would be required to cease business operations.

 

As of November 30, 2014, we had $1,207 in cash as compared to $331 as at August 31, 2014. As of the date of this Form 10-Q, the current funds available to the Company will not be sufficient to fund the expenses related to the implementation of our business and continue maintaining a reporting status. The Company’s sole officer and director, Mr. Person has indicated that he may be willing to provide a maximum of $20,000, required to maintain the reporting status, in the form of a non-secured loan for the next twelve months as the expenses are incurred if no other proceeds are obtained by the Company. However, there is no contract or written agreement in place.

 

We do not anticipate researching any further products nor the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees.

 

14

 

Results of Operations

 

At November 30, 2014, the Company was not engaged in continued business and has been primarily involved in development stage activities to date. There is minimal historical operational information about us on which to base an evaluation of our performance. We have been in existence since December 27, 2007, and entered into a licensing agreement with Digital Programa, Inc. on January 1, 2011. We are a development stage company with minimal operations. Due to a lack of funding, we have not implemented our business operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and possible delays in our planned product development.

 

We had $nil in revenue for the three month period ended November 30, 2014 as compared to revenue for three month period ended November 30, 2013 of $nil.

 

Total expenses in the three month period ended November 30, 2014 were $17,968 as compared to total expenses for the three month period ended November 30, 2013 of $5,709 resulting in a net loss for the three month period ended November 30, 2014 of $17,968 as compared to a net loss of $5,709 for the fiscal year ended November 30, 2013. The net loss for the three month period ended November 30, 2014 is a result of Amortization of $nil, Professional fees of $5,500 comprised of legal and accounting expense, General and administrative expense of $468, Management fees of $6,000 and Rent of $6,000 as compared to the net loss for the three month period ended November 30, 2014 of $5,709. This is a result of amortization of $125, Professional fees of $5,000 comprised of legal and accounting fees, General and administrative expense of $584, Management fees of $nil and Rent of $nil.

 

Off-balance sheet arrangements

 

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

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

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

 

In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's principal executive officer and principal financial officer. Based upon that evaluation, our company's principal executive officer and principal financial officer concluded that subject to the inherent limitations noted in this Part II, Item 9A(T) as of November 30, 2014, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting, as discussed below.

 

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Management's Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

 

Our management, including our principal executive officer and principal financial officer, conducted an assessment of the effectiveness of our internal control over financial reporting based on certain criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of November 30, 2014 due to the following material weaknesses:

 

Our company does not have in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. Going forward, with material, complex and non-routine transactions, management will gain a thorough understanding of the transaction and seek guidance from third-party experts or consultants. Management corrected any errors prior to the release of our company’s November 30, 2014 financial statements.

 

Our company’s administration is composed of one administrative individual resulting in a situation where there is no segregation of duties. In order to remedy this situation we would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain segregation of duties. Management will reassess this matter in the following year to determine whether improvement in segregation of duties is feasible.

 

This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this quarterly report.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended November 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

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PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

Currently we are not involved in any pending litigation or legal proceeding.

 

Item 1A. Risk Factors.

 

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

 

Item 2. Unregistered Sales of Securities and Use of Proceeds.

 

None

 

Item 3. Defaults Upon Senior Securities.

 

None

 

Item 4. Mine Safety Diclosure.

 

None

 

Item 5. Other Information.

 

(a) None

 

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Item 6. Exhibits.

 

The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:

 

Exhibit No.		Description
31.1		Section 302 Certification of Fred Person - Director, Chief Executive Officer, President, Treasurer, Chief Financial Officer and principal accounting officer of the Company *
32.1		Section 906 Certification of Fred Person - Director, Chief Executive Officer, President, Treasurer, Chief Financial Officer and principal accounting officer of the Company *

 

101.INS		XBRL Instance Document *
101.SCH		XBRL Taxonomy Extension Schema Document *
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB		XBRL Taxonomy Extension Label Linkbase Document *
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document *

_____________

*filed herewith

  

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SIGNATURES

 

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

 

 

	BOOKEDBYUS INC.
January 16, 2015	By:	/s/ Fred Person
		Fred Person
		President, Chief Executive Officer (Principal Executive Officer) and Director

 

 

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