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EX-31.2 - Wishbone Pet Products Inc.ex31-2.htm
EX-31.1 - Wishbone Pet Products Inc.ex31-1.htm

 

 

 

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 October 31, 2017

 

Or

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to

 

Commission file number: 000-55588

 

WISHBONE PET PRODUCTS INC.

(Exact name of registrant as specified in its charter)

 

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

 

2857 Sherwood Heights Drive, Oakville, Ontario, L6J 7J9

(Address of principal executive offices) (Zip Code)

 

(844) 209-3230

Registrant’s telephone number, including area code

 

N/A

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

 

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. Yes [X] 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

(Do not check if a smaller reporting company)

[  ]   Smaller reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] 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.

 

3,750,000 shares of common stock are issued and outstanding as of December 14, 2017.

 

 

 

   
 

 

INDEX
 
Page
PART I FINANCIAL INFORMATION  
     
Item 1. Financial Statements (unaudited)  
     
  BALANCE SHEETS as of October 31, 2017 and April 30, 2017 3
     
  STATEMENTS OF OPERATIONS for the Three and Six Months ended October 31, 2017 and 2016 4
     
  STATEMENTS OF SHAREHOLDERS’ EQUITY for the period from April 30, 2017 to October 31, 2017 5
     
  STATEMENTS OF CASH FLOWS for the Six Months Ended October 31, 2017 and October 31,2016 6
     
  NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS 7
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 9
     
Item 3 Quantitative and Qualitative Disclosures About Market Risk 11
     
Item 4. Controls and Procedures 11
     
PART II OTHER INFORMATION 12
     
Item 1. Legal Proceedings 12
     
Item 1A. Risk Factors  
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12
     
Item3. Defaults Upon Senior Securities. 12
     
Item 4 (Removed and reserved)  
     
Item5. Other Information. 12
     
Item 6. Exhibits 13
     
SIGNATURES 13

 

 2 
 

 

WISHBONE PET PRODUCTS INC.

 

BALANCE SHEETS

 

 

   October 31, 2017   April 30, 2017 
   (Unaudited)   (Audited) 
ASSETS          
Current Assets          
Cash  $556   $583 
           
TOTAL CURRENT ASSETS  $556   $583 
           
LIABILITIES & STOCKHOLDER’S EQUITY          
           
LIABILITIES          
Current Liabilities          
Accounts payable & Accrued interest  $63,101   $53,917 
Loans payable   102,129    95,168 
TOTAL CURRENT LIABILITIES   165,230    149,085 
           
Commitments and Contingencies  $-   $- 
           
STOCKHOLDER’S EQUITY          
Capital stock authorized: 200,000,000 common shares with a par value $0.001          
Issued and outstanding: 3,750,000 common shares  $3,750   $3,750 
Additional paid-in capital   18,250    18,250 
Accumulated deficit   (186,674)   (170,502)
TOTAL STOCKHOLDER’S EQUITY   (164,674)   (148,502)
           
TOTAL LIABILITIES & STOCKHOLDER’S EQUITY  $556   $583 

 

See accompanying notes to the financial statements

 

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WISHBONE PET PRODUCTS INC.

 

INCOME STATEMENTS

For the three and six months ended October 31, 2017 and 2016

(Unaudited)

 

   For the three months   For the six months 
   ended October 31,   ended October 31, 
   2017   2016   2017   2016 
OPERATING EXPENSES                    
                     
Professional fees  $3,075   $2,975   $6,050   $5,950 
General & administrative expenses   2,119    2,065    4,064    2,789 
                     
TOTAL EXPENSES   5,194    5,040    10,114    8,739 
                     
OPERATING LOSS  $(5,194)  $(5,040)  $(10,114)  $(8,739)
                     
OTHER EXPENSES                    
Interest on loans   3,064    2,488    6,058    4,895 
                     
NET INCOME/(LOSS)  $(8,258)  $(7,528)  $(16,172)  $(13,634)
                     
Net loss per share, basic and diluted  $(0.002)  $(0.002)  $(0.004)  $(0.004)
                     
Weighted average common shares outstanding basic and diluted   3,750,000    3,750,000    3,750,000    3,750,000 

 

 

See accompanying notes to the financial statements

 

 4 
 

 

WISHBONE PET PRODUCTS INC.

 

STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY

(Unaudited)

 

   Common Stock                 
   200,000,000 shares authorized       Additional       Total 
   Shares   Par Value   Shares   Paid in   Accumulated   Shareholder’s 
   Issued   $.001 per share   Subscribed   Capital   Deficit   Equity 
                         
Balance, April 30, 2016   3,750,000   $3,750   $-   $18,250   $(140,609)  $(118,609)
                               
Net income/loss                     (29,893)   (29,893)
Balance, April 30, 2017   3,750,000   $3,750   $-   $18,250   $(170,502)  $(148,502)
                               
Net income/loss                     (16,172)   (16,172)
Balance, October 31, 2017   3,750,000   $3,750   $-   $18,250   $(186,674)  $(164,674)

 

See accompanying notes to the financial statements

 

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WISHBONE PET PRODUCTS INC.

 

STATEMENTS OF CASH FLOWS

For the six months ended October 31, 2017 and 2016

(Unaudited)

 

   For the six months 
   ended October 31, 
   2017   2016 
         
Cash Flows from Operating Activities          
Net income/(loss)  $(16,172)  $(13,634)
           
Changes in current assets and liabilities:          
Accounts payable & accrued interest   9,184    5,747 
           
Net cash used in operating activities  $(6,988)  $(7,887)
           
Cash Flows from Financing Activities          
Proceeds from loans payable  $6,961   $7,861 
           
Net cash provided by financing activities  $6,961   $7,861 
           
Net decrease in cash  $(27)  $(26)
           
Cash and cash equivalents, beginning of period  $583   $635 
           
Cash and cash equivalents, end of period  $556   $609 

 

See accompanying notes to the financial statements

 

 6 
 

 

WISHBONE PET PRODUCTS INC.

Notes to the Financial Statements

October 31, 2017

(Unaudited)

 

Note 1 Nature and Continuance of Operations

 

Wishbone Pet Products Inc. was incorporated in the State of Nevada on July 30, 2009. The Company has been in the development stage since its formation and has not realized any revenues from its planned operations. The Company is primarily engaged in the business of developing, manufacturing, marketing and selling dog waste removal devices.

 

The Company has chosen an April 30 fiscal year end.

 

Note 2 Basis of Presentation – Going Concern Uncertainties

 

These financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate continuation of the Company as a going concern. The Company is at its early stages of development and has limited operations, and has sustained operating losses resulting in a deficit.

 

The Company has accumulated a deficit of $186,674 since inception, has yet to achieve profitable operations and further losses are anticipated in the development of its business. The Company’s ability to continue as a going concern is in substantial doubt and is dependent upon obtaining financing and/or achieving a sustainable profitable level of operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company may seek additional equity as necessary and it expects to raise funds through private or public equity investment or loans from directors of the Company in order to support existing operations. There is no assurance that such additional funds will be available for the Company on acceptable terms, if at all.

 

Note 3 Interim Reporting and Significant Accounting Policies

 

The interim financial statements are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted (GAAP) in the United States of America for the interim information. Accordingly, the financial statements do not include all of the information and notes required by GAAP for the complete financial statements. While the information presented is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, result of operation and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature. It is suggested that the interim financial statements be read in conjunction with the Company’s April 30, 2017 annual financial statements. Operating results for the six month period ended October 31, 2017 are not necessarily indicative of the results that can be expected for the year ended April 30, 2018.

 

There have been no changes in the accounting policies from those disclosed in the notes to the audited financial statements for the year ended April 30, 2017.

 

 7 
 

 

Recently issued accounting pronouncements

 

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any pronouncement not yet effective but recently issued by the FASB (including its Emerging Issues Task Force), the AICPA or the SEC would, if adopted, have a material effect on the accompanying financial statements.

 

Note 4 Notes Payable

 

The Company entered into 11 notes payable. They are all due within 30 days following written demand and bears a monthly interest rate of 1% (12% per annum).

 

    Principal     Interest        
    Amount     Accrued     Total  
Dec 31 12     17,000       9,860       26,860  
Aug 13 13     20,000       10,100       30,100  
Dec 04 14     11,000       3,838       14,838  
Jun 26 15     10,000       2,817       12,817  
Jan 25 16     4,500       946       5,446  
Mar 22 16     17,725       3,456       21,181  
Jul 28 16     2,700       405       3,105  
Oct 31 16     5,161       619       5,780  
Jan 31 17     3,902       351       4,253  
Apr 28 17     3,181       191       3,372  
Jun 03 17     6,961       348       7,309  
      102,130       32,931       135,061  

 

Note 5 Common Shares

 

During the year ended April 30, 2016, the Company issued 250,000 common shares to investors valued at $0.02 per share.

 

Note 6 Subsequent events

 

Subsequent to October 31, 2017, the Company entered into a convertible note payable in the amount of $50,000. The note is due within 30 days following written demand and bears a monthly interest rate of 1% (12% per annum). At any time prior to repayment, the lender may convert all or part of the principal loan into common stock of the Company at the conversion rate of $1 per share.

 

 8 
 

 

FORWARD LOOKING STATEMENTS

 

Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

GENERAL

 

Wishbone Pet Products Inc. was incorporated under the laws of the State of Nevada, U.S. on July 30, 2009. Our registration statement on Form S-1 was filed with the Securities and Exchange Commission was declared effective on February 14, 2013. On July 21, 2017 we filed a post-effective amendment to this registration statement. On July 25, 2017 the Securities & Exchange Commission declared the amendments effective.

 

We intend to commence business operations by developing, manufacturing, marketing, and selling dog waste removal devices. We are currently considered a development stage company. To date, our president, Rami Tabet, has developed a device concept that permits the user to enclose dog waste in a plastic bag this is contained inside of a sealed plastic case. The user can then disposed of the plastic bag without direct contact. To date, we have not manufactured or sold any dog waste removal devices. We are considered to be a “shell company”, which is a company with either no or nominal operations or assets, or assets consisting solely of cash and cash equivalents. An investment in the shares of a shell company should be considered highly illiquid given the resale restrictions that apply to them. In order to continue our business plan, we need to transform our device concept into a working prototype that is suitable for mass production and then enter into an agreement with a suitable third party for manufacture. We then intend to initially distribute our products in North America with a view to expanding our market focus depending on our initial success.

 

RESULTS OF OPERATIONS

 

Our financial statements have been prepared assuming that we will continue as a going concern and,accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

Three-Month Period Ended October 31, 2017 Compared to the Three-Month Period Ended October 31, 2016.

 

Our net loss for the three-month period ended October 31, 2017 was $8,258 (2016: $7,528), which consisted of professional fees of $3,075 (2016: $2,975), general and administration expenses of $2,119(2016: $2,065), and interest on loans of $3,064(2016: $2,488). We did not generate any revenue during either three-month period in fiscal 2017 or 2016.The higher expenses in the current fiscal year primarily relate to an increase in administrative expenses, including transfer agent fees.

 

 9 
 

 

The weighted average number of shares outstanding was 3,750,000for the three-month periods ended October 31, 2017 (2016: 3,750,000). As of the date of this quarterly report, our issued and outstanding capital consists of 3,750,000 shares of common stock.

 

Six-Month Period Ended October 31, 2017 Compared to the Six-Month Period Ended October 31, 2016.

 

Our net loss for the six-month period ended October 31, 2017 was $16,172 (2016: $13,634), which consisted of professional fees of $6,050 (2016: $5,950), general and administration expenses of $4,064 (2016: $2,789), and interest on loans of $6,058 (2016: $4,895). We did not generate any revenue during either six-month period in fiscal 2017 or 2016. The higher expenses in the current fiscal year primarily relate to a increase in general expenses related to costs we incurred in obtaining DWAC eligibility for our common stock.

 

The weighted average number of shares outstanding was 3,750,000 for the six-month period ended October 31, 2017 and 3,750,000 for the six-month period ended October 31, 2016.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As at October 31, 2017, our current assets were $556 compared to $583 at April 30, 2017. As at October 31, 2017, our current liabilities were $165,230 compared to $149,085 at April 30, 2017. Current liabilities at October 31, 2017 were comprised of $102,129 in loans payable and $63,101 in accounts payable and accrued liabilities.

 

Stockholders’ deficit increased from $170,502 as of April 30, 2017 to $186,674 as of October 31, 2017.

 

Cash Flows from Operating Activities

 

We have not generated positive cash flows from operating activities. For the six-month period ended October 31, 2017, net cash flows used in operating activities were $6,988 consisting of a net loss of $16,172, which was offset by a $9,184 non-cash component of accounts payable. For the six-month period ended October 31, 2016, net cash flows used in operating activities were $7,887.

 

Cash Flows from Financing Activities

 

We have financed our operations primarily from either the issuance of our shares of common stock or from loans. During the six-month period ended October 31, 2017, we received a shareholder loan of $6,961. In the comparable period in 2016, we received $7,861 in proceeds as a shareholder loan.

 

PLAN OF OPERATION AND FUNDING

 

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

 

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities and director loans. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. 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 have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

 

 10 
 

 

OFF-BALANCE SHEET ARRANGEMENTS

 

As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

GOING CONCERN

 

The independent auditors’ report accompanying our April 30, 2017 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

No report required.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2017. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the six-month period ended October 31, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 11 
 

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

No report required.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

No report required.

 

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

 

No report required.

 

ITEM 5. OTHER INFORMATION

 

No report required.

 

 12 
 

 

ITEM 6. EXHIBITS

 

Exhibits:

 

31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
   
32.1 Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act.
   
101 Interactive data files pursuant to Rule 405 of Regulation S-T.

 

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.

 

  WISHBONE PET PRODUCTS INC.
     
Dated: December 14, 2017 By: /s/ Rami Tabet
    Rami Tabet, President and Chief Executive Officer and Chief Financial Officer

 

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