Apawthecary Pets USA - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - Apawthecary Pets USA	Financial_Report.xls
EX-31.1 - CERTIFICATION - Apawthecary Pets USA	bbu_ex311.htm
EX-32.1 - CERTIFICATION - Apawthecary Pets USA	bbu_ex321.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 February 28, 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 o 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). o Yes o 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	o	Accelerated filer	o

Non-accelerated filer	o	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 o 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. o Yes o 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 April 14, 2014, we had 22,170,000 shares of common stock outstanding.

TABLE OF CONTENTS

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 Diclosure.		17

Item 5.	Other Information.		17

Item 6.	Exhibits.		18

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Bookedbyus Inc.

(A Development Stage Company)

Financial Statements

(Expressed in U.S. Dollars)

For the three and six month periods ended February 28, 2014 and 2013

(Unaudited)

Bookedbyus Inc.

(A Development Stage Company)

Balance Sheets

(Expressed in U.S. Dollars)

(Unaudited)

	February 28, 2014			August 31, 2013

Assets

Current assets
Cash and cash equivalents	$	812		$	435
Total current assets		812			435
Other assets
Intangible assets, net		3,417			3,667

Total assets	$	4,229		$	4,102

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities
Accounts payable and accrued liabilities (Note 4)	$	10,240		$	1,200
Due to related party (Note 5)		9,300			-
Total current liabilities		19,540			1,200

Total liabilities		19,540			1,200

Stockholders’ equity (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
Deficit accumulated during the development stage		(123,661	)		(105,448	)

Total stockholders’ equity (deficit)		(15,311	)		2,902

Total liabilities and stockholders’ equity (deficit)	$	4,229		$	4,102

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

Bookedbyus Inc.

(A Development Stage Company)

Statements of Operations

(Expressed in U.S. Dollars)

(Unaudited)

	For the three month periods ended February 28, 2014			For the three month periods ended February 28, 2013			For the six month periods ended February 28, 2014			For the six month periods ended February 28, 2013			For the period from the date of inception ( December 27, 2007) to February 28, 2014

Revenue	$	-		$	1,500		$	-		$	8,682		$	35,002

Expenses
Management fees (Note 5)		-			-			-			-			41,000
Rent (Note 5 & 8)		4,000			-			4,000			-			20,000
Amortization		125			125			250			250			1,583
Professional fees		7,000			3,000			12,000			9,500			83,639
General and administrative		1,379			1,391			1,963			1,465			12,441
Total expenses		(12,504	)		(4,516	)		(18,213	)		(11,215	)		158,663

Net loss	$	(12,504	)	$	(3,016	)	$	(18,213	)	$	(2,533	)	$	(123,661	)

Basic loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of common shares – basic		22,170,000			22,070,000			22,170,000			22,070,000

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

Bookedbyus Inc.

(A Development Stage Company)

Statements of Stockholders’ Equity (Deficit)

(Expressed in U.S. Dollars)

(Unaudited)

	Number of shares issued		Capital Stock		Additional paid in capital		Deficit, accumulated during the development stage			Stockholders’ surplus (deficiency)
			$		$		$			$

Balance at December 27, 2007 (inception) (Restated)
Shares issued (Note 6)		9,000,000		9,000		-		-			9,000
Net loss for the period		-		-		-		(14,835	)		(14,835	)

Balance at August 31, 2008 (Restated)		9,000,000		9,000		-		(14,835	)		(5,835	)
Net loss for the year		-		-		-		(21,457	)		(21,457	)

Balance at August 31, 2009 (Restated)		9,000,000		9,000		-		(36,292	)		(27,292	)
Net loss for the year		-		-		-		(21,031	)		(21,031	)

Balance at August 31, 2010 (Restated)		9,000,000		9,000		-		(57,323	)		(48,323	)
Shares issued (Note 6)		13,070,000		13,070		76,280		-			89,350
Net loss for the year		-		-		-		(34,150	)		(34,150	)

Balance at August 31, 2011		22,070,000		22,070		76,280		(91,473	)		6,877
Net income for the year		-		-		-		1,239			1,239

Balance at August 31, 2012		22,070,000		22,070		76,280		(90,234	)		8,116
Shares issued		100,000		100		9,900		-			10,000
Net loss for the period		-		-		-		(15,214	)		(15,214	)
Balance at August 31, 2013		22,170,000		22,170		86,180		(105,448	)		2,902
Net loss for the period		-		-		-		(18,213	)		(18,213	)
Balance at February 28, 2014		22,170,000	$	22,170	$	86,180	$	(123,661	)	$	(15,311	)

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

Bookedbyus Inc.

(A Development Stage Company)

Statements of Cash Flows

(Expressed in U.S. Dollars)

(Unaudited)

	For the six month periods ended February 28, 2014			For the six month periods ended February 28, 2013			For the period from the date of inception (December 27, 2007) to February 28, 2014

Cash flows from operating activities
Net loss	$	(18,213	)	$	(2,533	)	$	(123,661	)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization		250			250			1,583
Share based compensation		-			-			16,000
Contributed capital towards services		-			-			9,000
Changes in operating assets and liabilities
Increase in accounts payable and accrued liabilities		9,040			-			10,240


Cash flows used in operating activities		(8,923	)		(2,283	)		(86,838	)

Cash flows from financing activities
Proceeds from share issuances		-			-			33,000
Due to related party (Note 5)		9,300						54,650

Cash provided by financing activities		9,300			-			87,650

Net increase (decrease) in cash		377			(2,283	)		812

Cash and cash equivalents, beginning of period		435			3,949			-

Cash and cash, end of period	$	812		$	1,666		$	812

Non cash supplemental disclosures
Shares issued for acquisition of intangible asset	$	-		$	-		$	5,000
Shares issued in settlement of due to related party	$	-		$	-		$	45,350

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

Bookedbyus Inc.

(A Development Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

For the three and six month periods ended February 28, 2014 and 2013

(Unaudited)

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.

The Company is a development stage enterprise, as defined in Accounting Standards Codification (the “Codification” or “ASC”) 915-10, “Development Stage Entities”. The Company is devoting all of its present efforts to securing and establishing a new business and its current planned principle operations have not commenced.

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. (Note 6).

The Company’s financial statements as at February 28, 2014 and for the three and six 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 ($12,504) and ($18,213) for the three and six month periods ended February 28, 2014 and ($123,661) from inception (December 27, 2007) to February 28, 2014, and has a working capital deficit of ($18,728) at February 28, 2014.

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 February 28, 2014, the Company was not engaged in continued business but earned modest revenue 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.

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 31st.

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”) applicable to development stage enterprises FASB-ASC 915-10, and are expressed in U.S. dollars. In management’s opinion all adjustments necessary for a fair statement of the results for the interim periods have been made.

Bookedbyus Inc.

(A Development Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

For the three and six month periods ended February 28, 2014 and 2013

(Unaudited)

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.

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 February 28, 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. dollars, which is the Company’s functional and presentation currency. The Company has no transactions in currencies other than U.S. dollars. 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.

Bookedbyus Inc.

(A Development Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

For the three and six month periods ended February 28, 2014 and 2013

(Unaudited)

2.	Significant Accounting Policies (continued)

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.

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 has concluded that no impairment relating to intangible assets and goodwill exists as of February 28, 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.

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 February 28, 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.

Start-up expenses

The Company has adopted ASC 720-15, “Start-Up Costs”, which requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company's formation have been included in the Company's general and administrative expenses for the period from the date of inception on December 27, 2007 to February 28, 2014.

Bookedbyus Inc.

(A Development Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

For the three and six month periods ended February 28, 2014 and 2013

(Unaudited)

2.	Significant Accounting Policies (continued)

Foreign currency translation

The Company’s functional and reporting currency is in U.S. dollars. The financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

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's management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's financial position and results of operations.

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.

Bookedbyus Inc.

(A Development Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

For the three and six month periods ended February 28, 2014 and 2013

(Unaudited)

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 February 28, 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. This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

As at February 28, 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. This balance was non-interest bearing, unsecured and had no fixed terms of repayment.

As at February 28, 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. This balance was non-interest bearing, unsecured and had no fixed terms of repayment.

During the 3 month period ended February 28, 2014, the Company paid/accrued management fees in the amount of $nil (2013 - $nil, cumulative - $41,000) to a director and officer of the Company.

During the 3 month period ended February 28, 2014, the Company paid/accrued rent expense in the amount of $nil (2013 - $nil, cumulative - $16,000) to a company with an officer in common.

As at February 28, 2014, the amount due to related party consists of $9,300, advanced for working capital purposes. These amounts are interest-free and due on demand. The related party is a shareholder.

6.	Capital Stock

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

On July 18, 2013, the Company closed a non-brokered private placement of 100,000 common shares at $0.10 per share, for gross proceeds of $10,000.

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 1).

Issued and outstanding

The Company had 22,170,000 common shares issued and outstanding as at February 28, 2014.

The Company had 22,070,000 common shares issued and outstanding as at February 28, 2013.

Bookedbyus Inc.

(A Development Stage Company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

For the three and six month periods ended February 28, 2014 and 2013

(Unaudited)

7.	Restatement of prior period financial statements.

The Company’s financial statements as of August 31, 2010 and for the period from the date of inception on December 27, 2007 to August 31, 2010 have been restated to retroactively reflect the issuance of 9,000,000 common shares of the Company on January 16, 2008. Previously, the Company erroneously reported the issuance of 9,000,000 common shares as shares to be issued for the period from the date of inception on December 27, 2007 to August 31, 2010 and as issued on March 31, 2012. The Company reclassified $9,000 from “Shares to be issued” to “Capital Stock” for all periods presented in the financial statements. Net loss per share for the year ended August 31, 2010 was $0.00.

8.	Contracts under commitment.

The company has leased an office in Los Angles California for a period of twelve months commencing January 1, 2014. The office is located at Suite 101, 619 S. Ridgley Los Angles 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. $400.00 or 4000 shares at $0.10 per share.) Landlord agrees to waive the additional 20% charge on months one & two in the contract January 2014 and February 2014 inclusive. $400 (20% of 2,000) for each month and in total $800.

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 elective. 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. $400.00 or 4000 shares at $0.10 per share.) Consultant agrees to waive the additional 20% charge on months one & two in the contract January 2014 and February 2014 inclusive. $400 (20% of 2,000) for each month and in total $800.

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 to date has generated $35,002 in revenues from consulting projects unrelated to our planned business model and has incurred losses since inception of $123,661.

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.

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 February 28, 2014, we had $812 in cash as compared to $435 as at August 31, 2013. 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.

Results of Operations

At February 28, 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 and have generated $35,002 in revenue since inception from consulting projects unrelated to our planned business model. 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 February 28, 2014 as compared to revenue for the three month period ended February 28, 2013 of $1,500. Such revenue was from a consulting project unrelated to our planned business model. Total expenses in the three month period ended February 28, 2014 were $12,504 as compared to total expenses for the three month period ended February 28, 2013 of $4,516 resulting in a net loss for the three month period ended February 28, 2014 of $12,504 as compared to a net loss of $3,016 for the three month period ended February 28, 2013. The net loss for the three month period ended February 28, 2014 is a result of Rent of $4,000, Amortization of $125, Professional fees of $7,000 comprised of legal and accounting expense, General and administrative expense of $1,379 as compared to the net loss for the three month period ended February, 2013 of $3,016 is a result of Revenue of $1,500, Amortization of $125, Professional fees of $3,000 comprised of legal and accounting fees and General and administrative expense of $1,391.

Total expenses in the six month period ended February 28, 2014 were $18,213 as compared to total expenses for the six month period ended February 28, 2013 of $11,215 resulting in a net loss for the six month period ended February 28, 2014 of $18,213 as compared to a net loss of $2,533 for the six month period ended February 28, 2013. The net loss for the six month period ended February 28, 2014 is a result of Rent of $4,000, Amortization of $250, Professional fees of $12,000 comprised of legal and accounting expense, General and administrative expense of $1,963 as compared to the net loss for the six month period ended February 28, 2013 of $2,533 is a result of Revenue of $8,682, Amortization of $250, Professional fees of $9,500 comprised of legal and accounting fees and General and administrative expense of $1,465.

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 February 28, 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.

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 February 28, 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 February 28, 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 February 28, 2014 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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

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 Office, President, Treasurer, chief financial officer and principal accounting officer of the Company *

32.1		Section 906 Certification of Fred Person - Director, Chief Executive Office, 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

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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.

Date: April 14, 2014	By:	/s/ Fred Person
		Fred Person
		President, Chief Executive Officer (Principal Executive Officer) and Director

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