UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB/A
(Amendment No. 1)
[ X ]Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended November 3, 2007
[ ]Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act
of 1934
For the transition period to
Commission File Number 333-139773
K-9 Concepts, Inc.
___________________________________________________
(Exact name of Small Business Issuer as specified in its
charter)
Nevada Pending
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Rm 933, Block C, Harbourfront Horizon
HungHom Bay, 8 Hung Luen Road, Kowloon
-
(Address of principal executive offices) (Postal or Zip Code)
Issuer's telephone number, including area code: 852-6622-3666
N/A
(Former name, former address and former fiscal year, if changed since
last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days
Yes [ X ] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 19,200,000 shares of common
stock with par value of $0.001 per share outstanding as of January 14, 2008.
EXPLANATORY REASON FOR AMEMENDMENT:
The Company has never been a "Shell" status and the box was checked wrongly. The Box "NO" is now properly checked.
K-9 CONCEPTS, INC.
(A development stage Company)
FINANCIAL STATEMENTS
NOVEMBER 30, 2007
(Unaudited)
K-9 CONCEPTS, INC.
A DEVELOPMENT STAGE COMPANY
BALANCE SHEETS
(EXPRESSED IN US DOLLARS)
<S> <C> <C> <C>
November August
30, 31,
ASSETS 2007 2007
(Unaudited) (Audited)
CURRENT ASSETS
Cash $95,561 $8,078
Interest receivalbe (Note 2) 2,526 -
Note receivable (Note 2) 400,000 -
Total Assets 498,0871 8,078
STOCKHOLDERS'
EQUITY
Current Liabilities
Accounts receivable and accrued liabilities 14,650 13,500
Due to related party (Note 3) 200,000 -
Total Current Liabilities 214,650 13,500
STOCKHOLDERS' EQUITY
Common stock (Note 4)
Authorized 75,000,000, par value
$0.001 per share
Issued and outstanding:
7,150,000 common shares 7,150 6,400
(August 31, 2007 - 6,400,000
common shares Additional paid in capital 318,850 19,600
Donated capital 10,500 9,000
Retained earnings (deficit) (53,063) (40,422)
TOTAL STOCKHOLDERS' EQUITY 283,437 (5,422)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $498,087 $8,078
The accompanying notes are an integral part of these financial statements.
<TABLE>
<CAPTION>
K-9 CONCEPTS, INC.
A DEVELOPMENT STAGE COMPANY
STATEMENT OF OPERATIONS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
<S> <C> <C> <C> <C>
Three Three August 25,
Months Months 2005 (Date
Ended Ended of Inception)
November November to November
30, 2006 30, 2007 30, 2007
Expenses
Bank charges 43 17 367
Filing and transfer agent fees - 6,150 17,748
Interest received - (2,526) (2,526)
Management fees 1,500 1,500 10,500
Marketing - - 1,626
Professional fees - 7,500 22,348
Travel and entertainment - - 3,000
Net loss $1,543 $12,641 $53,063
Basic and diluted loss per
share $(0.00) $(0.00)
Weighted average number of
shares outstanding 6,962,500 6,400.000
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
K-9 CONCEPTS, INC.
A DEVELOPMENT STAGE COMPANY
STATEMENT OF CASH FLOWS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
<S> <C> <C> <C>
August
Three Three 25, 2005
Months Months (Date of
Ended Ended Inception) to
November November November
30, 2006 30, 2007 30, 2007
Cash Flows From
Operating Activities
Net loss $(1,543) $(12,641) $(53,063)
Non-cash item:
Donated services 1,500 1,500 16,500
Changes in non-cash
operating working
capital items:
Interest receivalbe - (2,526) (2,526)
Notes receivable - (400,000) (400,000)
Accounts Payable - 1,150 14,650
Due to related part - 200,000 200,000
Net cash (used in)
operating activities (43) (212,517) (224,439)
Cash Flows From
Financing Activities
Issuance of common
shares - 300,000 320,000
Net cash provided by
financing activities - 300,000 320,000
Increase (decrease)
in Cash (43) 87,483 95,561
Cash, Beginning 16,826 8,078 -
Cash, Ending $16,783 $95,561 $95,561
Supplemental disclosure
of cash flow information:
Cash paid during the period for:
Interest $- $- $-
Income taxes $- $- $-
The accompanying notes are an integral part of these financial statements.
<PAGE>
K-9 CONCEPTS, INC.
A DEVELOPMENT STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2007
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
NOTE 1.
BASIS OF PRESENTATION
Unadiuted interim Financial Statements
The accompanying unaudited interim financial statements have been
prepared in accordance with United States generally accepted accounting
principles for interim financial information and with the instructions
pertaining to Form 10-QSB of Regulation S-B. They may not include all
information and footnotes required by United STates generally accepted
accounting principles for complete financial statements. However, except
as disclosed herein, there have been no material changes in the
information disclosed in the notes to the financial statements for the
year ended August 31, 2007, included in the Company's Form 10-KSB filed
with the Securities and Exchange Commission. These unaudited interim
financial satements should be read in conjunction with the audited
financial statements included in the Form 10-KSB. In the opinion of
Management, all adjustments, considered necessary for fair presentation,
consisting solely of normal recurring adjustments, have been made.
Operating results for the three months ended November 30, 2007 are not
necessarily indicative of the results that may be expected for the year
ending August 31, 2008.
NOTE 2.NOTES RECEIVABLE
On October 30, 2007, the Company loaned $200,000 (Canadian $200,000) to
the Aussie Soles Group with an interest rate of 12% per annum,
calculated and payable semi-annually. The note is unsecured and is
repayable on demand. The note is repayable in Canadian funds.
On November 21, 2007, the Company loaned $200,000 to the Aussie Soles
Group with an interest rate of 12% per annum, calculated and payable
semi-annually. The note is unsecured and is repayable on demand.
At November 30, 2007, the Company has accrued $2,526 in interest on these
notes.
On October 31, 2007, the Company and the Aussie Soles Group executed a
letter of intent, which expires January 31, 2008, whereby both parties
agreed to negotiate exclusively regarding the proposed acquisition of the
Aussie Soles Group by the Company. The Aussie Soles Group is involved in
the design, production and global sales of Aussie SolesTM foot wear.
NOTE 3.RELATED PARTY TRANSACTIONS
During the period ended November 30, 2007 a director loaned the Company
$200,000 (Canadian $200,000). The loan is unsecured, bears no interest
and is repayable on demand. The loan is repayable in Canadian funds.
NOTE 4.COMMON STOCK
During the period ended November 30, 2007, the Company issued 750,000
units at $0.40 per unit for cash proceeds of $300,000. Each unit
consists of one share of the Company's common stock and one stock
purchase warrant. Each warrant is exercisable into one share of common
stock at an exercise price of $0.60 per share, for a period of two years.
On November 19, 2007, the Company received shareholder approval to amend
its Articles of Incorporation to effect a three (3) for one (1) forward
stock split of its authorized, issued and outstanding common stock so
that its issued and outstanding capital increases from 6,400,000 shares
to 19,200,000 shares and increase the post-split authorized capital from
75,000,000 shares to 100,000,000 shares, $0.001 par value per share.
These amendments became effective on December 21, 2007, the date of
filing with the Secretary of State of Nevada.
K-9 CONCEPTS, INC.
A DEVELOPMENT STAGE COMPANY
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2007
(UNAUDITED)
NOTE 5.SUBSEQUENT EVENTS
On December 12, 2007, the Company executed a Private Placement
Subscription Agreement where the Company issued 400,000 Units at $0.40
per unit for total proceeds of $160,000. Each unit consists of one share
of the Company's common stock and one warrant. Each warrant is
exercisable into one common stock at an exercise price of $0.60 per
warrant, for a period of two years.
On December 21, 2007 the Company filed an amended Articles of
Incorporation with the Secretary of State of Nevada to effect a three (3)
for one (1) forward stock split of its authorized, issued and outstanding
common stock and to increase its authorized share capital to 100,000,000
common shares with a par value of $0.001 (See note 4).
FORWARD-LOOKING STATEMENTS
This Form 10-QSB includes "forward-looking statements" within the meaning of
the "safe-harbor" provisions of the Private Securities Litigation Reform Act of
1995. Such statements are based on management's current expectations and are
subject to a number of factors and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements.
All statements other than historical facts included in this Form, including
without limitation, statements under "Plan of Operation", regarding our
financial position, business strategy, and plans and objectives of management
for the future operations, are forward-looking statements.
Although we believe that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results
to differ materially from our expectations include, but are not limited to,
market conditions, competition and the ability to successfully complete
financing.
ITEM 2. PLAN OF OPERATION
The success of our business plan depends heavily on the strength of national
and local new residential construction, home improvement and remodelling
markets. Future downturns in new residential construction and home improvement
activity may result in intense price competition among building materials
suppliers, which may adversely affect our intended business.
The building products distribution industry is subject to cyclical market
pressures and most impacted by changes in the demand for new homes and in
general economic conditions that impact the level of home improvements. Our
business success depends on anticipating changes in consumer preferences and on
successful new product and process development and product re-launches in
response to such changes. Consumer preferences for our products shift due to a
variety of factors that affect discretionary spending, including changes in
demographic and social trends and downturn in general economic conditions.
The building products distribution industry is extremely fragmented and
competitive. Our competition varies by product line, customer classification
and geographic market. The principal competitive factors in our industry are
pricing and availability of product, service and delivery capabilities, ability
to assist with problem-solving, customer relationships, geographic coverage and
breadth of product offerings. We compete with many local, regional and
national building materials distributors and dealers.
Separate showers and baths have also become de rigueur in many households and
increasingly a major component in the Personal Healthcare industry segment.
Showers have morphed into vertical spas and the use of multiple shower heads is
also growing in popularity, often with multiple sprays for each head.
We are positioning ourselves to take advantage of current market and industry
trends for the Personal Healthcare segment; including an increased emphasis on
a personal health care lifestyle and an increased emphasis on spending time at
home or "cocooning". Consumers in this industry segment wish to remain active
and seek personal health care products to maintain a high quality of life.
These "baby boomers" typically have more discretionary income, which are more
likely spent on home remodelling projects (including projects to improve their
pools and spas).
We intend to develop our retail network by initially focusing our marketing
efforts on larger chain stores that sell various types of shower heads, such as
Home Depot. These businesses sell more shower heads, have a greater budget for
in-stock inventory and tend to purchase a more diverse assortment of shower
heads. In 2008, we anticipate expanding our retail network to include small to
medium size retail businesses whose businesses focus is limited to the sale of
bathroom accessories. Any relationship we arrange with retailers for the
wholesale distribution of our shower heads will be non-exclusive. Accordingly,
we will compete with other shower head vendors for positioning of our products
in retail space.
Even if we are able to receive an order commitment, some larger chains will
only pay cash on delivery and will not advance deposits against orders. Such a
policy may place a financial burden on us and, as a result, we may not be able
to deliver the order. Other retailers may only pay us 30 or 60 days after
delivery, creating an additional financial burden.
We are also continuing to review other potential acquisitions of and sales and
distribution arrangements with companies involved in the wholesale and
manufacturing sectors. During the quarter, we entered into a standstill letter
agreement with Aussie Soles, a company involved in the leisure footwear
industry with a view to acquire the licensing rights and assets of such
company. We are currently in the process of completing due diligence
investigations of Aussie Soles and also investigating various opportunities
in the biotechnology and alternative energy sectors.
We intend to retain one full-time sales person in the next six months, as well
as an additional full-time sales person in the six months thereafter. These
individuals will be independent contractors compensated solely in the form of
commission based upon bamboo flooring sales they arrange. We expect to pay each
sales person 12% to 15% of the net profit we realize from such sales.
We therefore expect to incur the following costs in the next 12 months in
connection with our business operations:
Marketing costs: $20,000
General administrative costs: $10,000
Total: $30,000
In addition, we anticipate spending an additional $10,000 on administrative
fees. Total expenditures over the next 12 months are therefore expected to be
$40,000.
During the quarter, the Company announced that we are proceeding with the sale
of up to $600,000 in the private placement of its securities at $0.40 per Unit.
Each Unit to consist of one share of the Company's common stock and one common
share purchase warrant (a "Warrant"). Each Warrant is exercisable into one
share of Common Stock at an exercise price of US$0.60 per Warrant Share, for a
period of two years. The private placement is intended to finance potential
acquisition and working capital requirements, including administrative expenses
and costs incurred in connection with our review of potential projects.
Although upon the completion of the private placement financing, we will have
sufficient funds for any immediate working capital needs, additional funding
may still be required in the form of equity financing from the sale of our
common stock. However, we do not have any arrangements in place for any future
equity financing.
If we are unable to raise the required financing, we will be delayed in
conducting our business plan.
Our ability to generate sufficient cash to support our operations will be based
upon our sales staff's ability to generate sales. We expect to accomplish this
by securing a significant number of agreements with large and small retailers
and by retaining suitable salespersons with experience in the retail sales
sector.
RESULTS OF OPERATIONS FOR PERIOD ENDING NOVEMBER 30, 2007
We did not earn any revenues in the three-month period ended NOVEMBER 30, 2007.
During the same period, we incurred operating expenses of $12,641 consisting of
filing and transfer agent fees of of $6,150, professional fees of $7,500,
management fees of $1,500, interest received of ($2,526) and bank charges of
$17.
At NOVEMBER 30, 2007, we had assets of $498,087 consisting of $95,561 in cash
and $400,000 in notes receivable. We had current accrued liabilities of
$14,650 as of NOVEMBER 30, 2007.
We have not attained profitable operations and are dependent upon obtaining
financing to pursue exploration activities. For these reasons our auditors
believe that there is substantial doubt that we will be able to continue as a
going concern.
ITEM 3 CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS
We evaluated the effectiveness of our disclosure controls and procedures as of
NOVEMBER 30, 2007. This evaluation was conducted by Albert Au, our chief
executive officer and Jeanne Mok, our principal accounting officer.
Disclosure controls are controls and other procedures that are designed to
ensure that information that we are required to disclose in the reports we file
pursuant to the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported.
LIMITATIONS ON THE EFFECTIVE OF CONTROLS
Our management does not expect that our disclosure controls or our internal
controls over financial reporting will prevent all error and fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
but no absolute, assurance that the objectives of a control system are met.
Further, any control system reflects limitations on resources, and the benefits
of a control system must be considered relative to its costs. These limitations
also include the realities that judgments in decision-making can be faulty and
that breakdowns can occur because of simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people or by management override of a control. A
design of a control system is also based upon certain assumptions about
potential future conditions; over time, controls may become inadequate because
of changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate. Because of the inherent limitations in a cost-
effective control system, misstatements due to error or fraud may occur and may
not be detected.
CONCLUSIONS
Based upon their evaluation of our controls, Albert Au, our chief executive
officer and Jeanne Mok, our principal accounting officer, have concluded that,
subject to the limitations noted above, the disclosure controls are effective
providing reasonable assurance that material information relating to us is made
known to management on a timely basis during the period when our reports are
being prepared. There were o changes in our internal controls that occurred
during the quarter covered by this report that have materially affected, or are
reasonably likely to materially affect our internal controls.
PART II- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceeding.Management is not
aware of any threatened litigation, claims or assessments.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the quarter ended November 30, 2007 the Company's directors and a
majority of its shareholders approved a stock split of the Company's authorized
and issued common stock such that every one of the Company's common stock be
forward split for three post split common shares of the Company and to
inccrease the post split authorized common share capital of the Company to
100,000,000 common shares with a par value of $0.001.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Reports on Form 8-K
During and subsequent to the quarter ended November 30 2007, we filed the
following current report on Form 8-K:
1. On November 28, 2007, we announced that we were proceeding with a
private placement of up to 1,500,000 pre-split units of our common
stock for total proceeds of $600,000.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
January 14, 2008
K-9 Concepts, Inc.
/s/ Albert Au
------------------------------
Albert Au, President
=============================================================
AMENDMENT SIGNATURE
Resubmitted: December 1, 2015
Now Called Predictive Technology Group, Inc. (f.k.a Global Enterprises Group, Inc.)(f.k.a Global Housing Group, Inc.)
In accordance with the requirements of the Exchange Act, the registrant caused this amended report to be signed on its behalf by the undersigned, thereunto duly
authorized.
By: Merle Ferguson
/s/ Merle Ferguson
Chairman
December 1, 2015