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: May 31, 2013

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: 333-177500

HAPYKIDZ.COM, INC.

(Exact name of registrant as specified in its charter)

c/o Gottbetter & Partners, LLP

488 Madison Avenue, 12th Floor

New York, NY 10022

(Address of principal executive offices)

(212) 400-6900

(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  X . 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.

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

As of July 18, 2013, there were 7,900,000 shares of the registrant’s $0.001 par value Common Stock issued and outstanding.

HAPYKIDZ.COM, INC.

TABLE OF CONTENTS

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of HapyKidz.com, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," or the "Company," refers to HapyKidz.com, Inc.

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Hapykidz.com, Inc.

(A Development Stage Company)

Condensed Financial Statements

(Expressed in US dollars)

May 31, 2013

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HAPYKIDZ.COM, INC.

(A Development Stage Company)

Condensed Balance Sheets

(Expressed in US dollars)

(The accompanying notes are an integral part of these condensed financial statements)

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HAPYKIDZ.COM, INC.

(A Development Stage Company)

Condensed Statements of Operations

(Expressed in US dollars)

(unaudited)

(The accompanying notes are an integral part of these condensed financial statements)

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HAPYKIDZ.COM, INC.

(A Development Stage Company)

Condensed Statements of Cashflows

(Expressed in US dollars)

(unaudited)

(The accompanying notes are an integral part of these condensed financial statements)

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HAPYKIDZ.COM, INC.

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

1.

Nature of Operations and Continuance of Business

Hapykidz.com, Inc. (the “Company”) was incorporated in the state of Nevada on July 29, 2011. The Company is a development stage company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities.

Going Concern

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of May 31, 2013, the Company has not recognized any revenue, has a working capital deficit of $45,547, and has an accumulated deficit of $144,456. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  

2.

Summary of Significant Accounting Policies

a)

Basis of Presentation

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars.  The Company’s fiscal year end is August 31.

b)

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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

c)

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 dilutive potential 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 dilutive potential shares if their effect is anti dilutive. As of May 31, 2013 and August 31, 2012, the Company did not have any potentially dilutive shares.

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HAPYKIDZ.COM, INC.

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

2.

Summary of Significant Accounting Policies (continued)

d)

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3.

Related Party Transactions

a)

During the period ended May 31, 2013, the Company had $9,100 of professional fees paid on its behalf by the former President and Director of the Company, who resigned on May 14, 2013. On November 26, 2012, the Company repaid $16,393 to the former President and Director of the Company, comprised of $13,000 in accrued management fees and $3,393 of notes payable bearing interest at 10% per annum. On March 8, 2013, the former President and Director of the Company forgave $58,909 owing for management fees, operating expenses paid on the Company’s behalf, accrued interest, and notes payable. As of May 31, 2013, the Company owed $nil (August 31, 2012 - $41,000) of notes payable to the former President and Director of the Company. As at May 31, 2013, the Company recorded accrued interest of $nil (August 31, 2012 - $3,246) in accounts payable and accrued liabilities.

b)

During the periods ended May 31, 2013, the Company incurred $6,000 (May 31, 2012 - $9,000) of management fees to the former President and Director of the Company. As at May 31, 2013, the Company owes $nil (August 31, 2012 - $13,000) in accrued compensation.

c)

During the period ended May 31, 2013, the Company had $130 (May 31, 2012 - $nil) of professional fees paid on its behalf by the President and Director of the Company. As of May 31, 2013, the Company owed $130 (August 31, 2012 - $nil) to the President and Director of the Company, which is unsecured, non-interest bearing, and due on demand.

4.

Subsequent Events

We have evaluated subsequent events through the date of issuance of the financial statements, and did not have any material recognizable subsequent events.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Overview

We were formed to become an e-commerce marketplace connecting merchants to consumers by offering daily discounts on goods and services through its website. We were incorporated in the State of Nevada on July 28, 2011. We have no operations and are considered to be in the development stage.

Going forward, having discontinued our prior business, our plan is to acquire other assets or business operations that will maximize shareholder value. However, no specific assets or businesses have been definitively identified and there is no certainty that any such assets or business will be identified or any transactions will be consummated.

RESULTS OF OPERATIONS

Working Capital

Cash Flows

Operating Revenues

From our inception on July 29, 2011 to May 31, 2013, we did not record any sales revenue.

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Operating Expenses and Net Loss

Operating expenses for the three months ended May 31, 2013 were $43,278 compared to $24,474 for the three months ended May 31, 2012.  The increase in operating expenses were attributed to an increase of $32,863 in professional fees relating to legal fees incurred for the Company’s change in management and SEC filings during the current period.  The increase was offset by a decrease of $10,000 in consulting fees as the  Company did not incur any consulting costs for the current period, $3,000 in management fees as the new management of the Company did not take on any management agreement, and $1,059 in general and administrative costs as the Company had limited cash flows for general expenditures.   

Net loss for the three months ended May 31, 2013 was $7,278 compared with $25,343 for the three months ended May 31, 2012.  In addition to operating expense, we recorded a gain on forgiveness of debt of $36,000 relating to the settlement of accounts payable and accrued liabilities.

Operating expenses for the nine months ended May 31, 2013 were $68,552 compared to $69,586 for the nine months ended May 31, 2012.  The decrease in operating expenses were attributed to a decrease of $10,000 in consulting fees as we did not incur any consulting costs during the year, $2,297 in general and administrative expenses as we had limited amounts of cash flow for general expenditures,  and $3,000 in management fees as we changed management during the year and the new management has not signed a management agreement.  The decrease was offset by an increase of $14,263 in professional fees related to additional legal expenses incurred with the change in management and other SEC filings.   

Net loss for the nine months ended May 31, 2013 was $34,509 compared with $71,351 for the nine months ended May 31, 2012.  In addition to operating expense, we also incurred $1,957 of interest expense relating to interest accrued on notes payable of $41,000 that is unsecured, bears interest at 10% per annum, and due on demand which was repaid and settled during the year.  In addition, we recorded a gain on settlement of debt of $36,000 relating to the settlement of outstanding accounts payable and accrued liabilities.   

Liquidity and Capital Resources

As at May 31, 2013, we had a cash and total asset balance of $nil and total liabilities of $45,547.   Liabilities are comprised of $45,411 of accounts payable and accrued liabilities for general expenditures and professional fees, $6 of bank indebtedness, and $130 owing to related parties of the company.

As at August 31, 2012, we had a cash and total asset balance of $29,816 and total liabilities of $99,763.  Liabilities are comprised of $45,000 of notes payable owed to our former President and Director, of which $41,000 is unsecured, bears interest at 10% per annum, and is due on demand, $13,000 owing to our former President and Director for management fees which is unsecured, non-interest bearing, and due on demand.

As at May 31, 2013, we had a working capital deficit of $45,547 compared with a working capital deficit of $69,947 as at August 31, 2012.  The decrease in working capital deficit was due to the fact that $36,000 of accounts payable and accrued liabilities along with $58,909 of related party debt were forgiven.  Otherwise, we had limited amounts of cash flow which were used for operating activities and we have insufficient cash proceeds to settle outstanding obligations on a timely basis as they become due.  

As of the date of this report, we had yet to generate any revenues from our business operations.  We currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

Our sole director and officer has made no commitments written or oral, with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.  

In the nine month period ended May 31, 2013, a shareholder paid for $130 of expenses.  The amount is non-interest bearing and due on demand.  However, going forward, this shareholder has made no commitments written or oral, with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations.  Issuances of additional shares will result in dilution to existing stockholders.  There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund its operations and other activities.

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Cashflow from Operating Activities

During the nine months ended May 31, 2013, we used cash of $26,423 for operating activities as compared to $34,346 for the nine months ended May 31, 2012, which were financed by proceeds received from financing activities.  The cash for operating activities were used for payment of outstanding professional fees and general expenditures.

Cashflow from Investing Activities

During the nine months ended May 31, 2013 and May 31, 2012, we did not have any investing activities.

Cashflow from Financing Activities

During the nine months ended May 31, 2013, we used $3,393 for repayment of outstanding notes payable to a related party compared with the receipt of $31,000 in financing from the issuance of notes payable during the nine months ended May 31, 2012.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Off-Balance Sheet Arrangements

We have no significant 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 stockholders.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

We have implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods 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 by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act.  Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of May 31, 2013, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.

Changes in Internal Control over Financial Reporting

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report.  The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation.  There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

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 EQUITY SECURITIES AND USE OF PROCEEDS

During the fiscal quarter ended May 31, 2013, and for the period following that date through the date of this filing, we did not issue any unregistered securities other than as previously disclosed.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

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