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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, 2017

 

333-176705

Commission File Number

 

BOOKEDBYUS INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

26-1679929

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

c/o Bradley Kersch 1223 Fletcher Way, Port Coquitlam, British Columbia

 

V3C6B5

(Address of principal executive offices)

 

(Zip Code)

 

(323) 634-1000

(Registrant’s telephone number, including area code)

 

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

 

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

 

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

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if a smaller reporting company)

 

 

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

 

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

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court

¨ Yes    ¨ No

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of April 7, 2017 we had 23,802,264 shares of common stock outstanding.


 
 
 
 

TABLE OF CONTENTS

 

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

 

 

10

 

 

 

 

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

 

 

12

 

 

 

 

Item 2.

Unregistered Sales of Securities and Use of Proceeds

 

 

12

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

 

12

 

 

 

 

Item 4.

Mine Safety Disclosures

 

 

12

 

 

 

 

Item 5.

Other Information

 

 

12

 

 

 

 

Item 6.

Exhibits

 

 

13

 

 

 
2
 
 

 

PART I—FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

Bookedbyus Inc.

Financial Statements

(Expressed in U.S. Dollars)

For the three and six months ended February 28, 2017 and February 29, 2016

(Unaudited)

 

 
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Bookedbyus Inc.

Balance Sheets

(Expressed in U.S. Dollars)

(Unaudited)

 

 

 

February 28,

2017

 

 

August 31,

2016

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 1,603

 

 

$ 980

 

Total current assets

 

 

1,603

 

 

 

980

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$ 1,603

 

 

$ 980

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$ 2,788

 

 

$ 3,391

 

Accounts payable due to related parties (Note 3)

 

 

274

 

 

 

153,874

 

Due to related parties (Note 3)

 

 

67,373

 

 

 

57,373

 

Total current liabilities

 

 

70,435

 

 

 

214,638

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

70,435

 

 

 

214,638

 

 

 

 

 

 

 

 

 

 

Stockholders’ deficit

 

 

 

 

 

 

 

 

Capital stock (Note 4)

 

 

 

 

 

 

 

 

Authorized 75,000,000 common shares, par value $0.001;

 

 

 

 

 

 

 

 

23,802,264 and 22,170,000 common shares issued and outstanding as of February 28, 2017 and August 31, 2016, respectively

 

 

23,802

 

 

 

22,170

 

Additional paid-in capital

 

 

247,748

 

 

 

86,180

 

Accumulated deficit

 

 

(340,382 )

 

 

(322,008 )

 

 

 

 

 

 

 

 

 

Total stockholders’ deficit

 

 

(68,832 )

 

 

(213,658 )

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Deficit

 

$ 1,603

 

 

$ 980

 

 

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

 

 
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Bookedbyus Inc.

Statements of Operations

(Expressed in U.S. Dollars)

(Unaudited)

 

 

 

For the three

months

ended

February 28,

2017

 

 

For the three

months

ended

February 29,

2016

 

 

For the six

months

ended

February 28,

2017

 

 

For the six

months

ended

February 29,

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

$ 2,500

 

 

$ 9,500

 

 

$ 4,990

 

 

$ 9,500

 

General and administrative

 

 

3,237

 

 

 

2,520

 

 

 

3,784

 

 

 

4,843

 

Management fees (Note 3)

 

 

2,400

 

 

 

6,000

 

 

 

9,600

 

 

 

12,000

 

Rent (Note 3)

 

 

-

 

 

 

6,000

 

 

 

-

 

 

 

12,000

 

Total expenses

 

 

8,137

 

 

 

24,020

 

 

 

18,374

 

 

 

38,343

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$ (8,137 )

 

$ (24,020 )

 

$ (18,374 )

 

$ (38,343 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per common share

 

$ (0.00 )

 

$ (0.00 )

 

$ (0.00 )

 

$ (0.00 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares – basic and diluted

 

 

22,242,545

 

 

 

22,170,000

 

 

 

22,206,072

 

 

 

22,170,000

 

 

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

 

 
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Bookedbyus Inc.

Statements of Stockholders’ Deficit

For the six months ended February 28, 2017

(Expressed in U.S. Dollars)

(Unaudited)

 

 

 

Number of shares issued

 

 

Capital stock

 

 

Additional

paid-in capital

 

 

Accumulated

deficit

 

 

Stockholders’ deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at August 31, 2016

 

 

22,170,000

 

 

 

22,170

 

 

 

86,180

 

 

 

(322,008 )

 

 

(213,658 )

Shares issued for related parties debt settlement

 

 

1,632,264

 

 

 

1,632

 

 

 

161,568

 

 

 

-

 

 

 

163,200

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(18,374 )

 

 

(18,374 )

Balance at February 28, 2017

 

 

23,802,264

 

 

 

23,802

 

 

 

247,748

 

 

 

(340,382 )

 

 

(68,832 )

 

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

 

 
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Bookedbyus Inc.

Statements of Cash Flow

(Expressed in U.S. Dollars)

(Unaudited)

 

 

 

For the

six months ended

February 28,

2017

 

 

For the

six months ended

February 29,

2016

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$ (18,374 )

 

$ (38,343 )

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Increase (decrease) in accounts payable and accrued liabilities

 

 

(603 )

 

 

1,434

 

Increase in due to related parties

 

 

9,600

 

 

 

24,000

 

 

 

 

 

 

 

 

 

 

Cash flows used in operating activities

 

 

(9,377 )

 

 

(12,909 )

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Advances from related parties

 

 

10,000

 

 

 

12,473

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash provided by financing activities

 

 

10,000

 

 

 

12,473

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

623

 

 

 

(436 )

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

 

980

 

 

 

515

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$ 1,603

 

 

$ 79

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

Interest

 

$ -

 

 

$ -

 

Income taxes

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Noncash investing and financing activities:

 

 

 

 

 

 

 

 

Shares issued in settlement of due to related parties

 

$ 163,200

 

 

$ -

 

 

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

 

 
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Table of Contents

 

Bookedbyus Inc.

Notes to Financial Statements

(Expressed in U.S. Dollars)

For the three and six months ended February 28, 2017 and February 29, 2016

(Unaudited)

 

1.

Nature and Continuance of Operations

 

 

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

 

 

 

The Company’s interim unaudited financial statements as at February 28, 2017 and for the three and six months 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 net loss of $18,374 for the six months period ended February 28, 2017 and $38,343 for the six months period ended February 29, 2016 and has a working capital deficit of $68,832 at February 28, 2017 (August 31, 2016 - $213,658). These factors raise substantial doubt about the ability of the Company to continue as a going concern.

 

 

 

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, 2017. 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, 2017, the Company was not engaged in continued business, 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. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

  

8
Table of Contents

 

Bookedbyus Inc.

Notes to Financial Statements

(Expressed in U.S. Dollars)

For the three and six months ended February 28, 2017 and February 29, 2016

(Unaudited)

 

2. Basis of presentation

 

The accompanying unaudited interim financial statements of Bookedbyus Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the Company’s audited financial statements for the year ended August 31, 2016, as filed with the SEC on Form 10-K. In the opinion of management, all normal recurring adjustments which are necessary for a fair presentation of financial statements of the results for the interim period ended February 28, 2017, have been included. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period ended August 31, 2016, as reported in the Form 10-K, have been omitted.

 

3. Due to Related Parties and Related Party Transactions

 

During the six month period ended February 28, 2017, the Company accrued management fees in the amount of $9,600 (2015 - $12,000) to the CEO, Brad Kersch, who is under contract. The outstanding balance of management fees payable was $274 and $76,800 as of February 28, 2017 and August 31, 2016, respectively.

 

 

On February 24, 2017, the Company settled the accounts payable of $86,400 with Brad Kersch for consulting services, per the Consulting Services Agreement, for 864,264 of Bookedbyus Inc’s Common Shares at $0.10 per share.

 

 

On February 24, 2017, the Company settled an accounts payable of $76,800 to Digital Pilot Inc., with a director in common, for office rental in Los Angeles, per the California Commercial Lease Agreement, for 768,000 of Bookedbyus Inc’s Common Shares at $0.10 per share.

 

 

As at February 28, 2017, related parties of the Company have provided a series of loans, totaling $67,373 (2015 - $57,373), for working capital purposes. $10,000 was borrowed during the six months ended February 31, 2017. These amounts are unsecured, interest-free and are due on demand.

 

 

Yuying Liang has contributed uncompensated financial accounting services to Bookedbyus Inc.

  

4. Capital Stock

 

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

 

 

Issued and outstanding

 

 

The Company had 23,802,264 and 22,170,000 common shares issued and outstanding as at February 28, 2017 and August 31, 2016, respectively.

  

 
9
 
Table of Contents

 

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 an early 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.

 

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

 

As at February 28, 2017, the Company was not engaged in continued business but had made a modest profit from a consulting project in a prior period and had significant expenses from development stage activities. Although management is currently attempting to implement its business plan and is seeking additional sources of financing, there is no assurance the activity will be successful. Accordingly, the Company must rely on its president to perform essential functions without compensation until a business operation can be commenced. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

 

Capital Resources and Liquidity

 

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

 

As of February 28, 2017, we had $1,603 in cash as compared to $980 as at August 31, 2016. 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. Kersch 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, 2017, the Company was not engaged in continued business and has been primarily involved in start-up 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 an early stage company with minimal operations. Due to a lack of funding, we have not implemented our business operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and possible delays in our planned product development.

 

 
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We had $nil in revenue for the three month period ended February 28, 2017 as compared to revenue for three month period ended February 29, 2016 of $nil.

 

Total operating expenses for the three month period ended February 28, 2017 were $8,137 as compared to total operating expenses for the three month period ended February 29, 2016 of $24,020 resulting in a net loss for the three month period ended February 28, 2017 of $8,137 as compared to a net loss of $24,020 for three month period ended February 29, 2016. The net loss for the three month period ended February 28, 2017 is a result of professional fees of $2,500, general and administrative expense of $3,237, management fees of $2,400 as compared to the net loss for the three month period ended February 29, 2016 of $24,020 is a result of professional fees of $9,500 comprised of legal and accounting fees, general and administrative expense of $2,520 management fees of $6,000 and rent expense of $6,000.

 

Total operating expenses for the six month period ended February 28, 2017 were $18,374 as compared to total operating expenses for the six month period ended February 29, 2016 of $38,343 resulting in a net loss for the six month period ended February 28, 2017 of $18,374 as compared to a net loss of $38,343 for six month period ended February 29, 2016. The net loss for the six month period ended February 28, 2017 is a result of professional fees of $4,990, general and administrative expense of $3,784, management fees of $9,600 as compared to the net loss for the six month period ended February 29, 2016 of $38,343 which was a result of professional fees of $9,500 comprised of legal and accounting fees, general and administrative expense of $4,843 management fees of $12,000 and rent expense of $12,000.

 

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 as of February 28, 2017 our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.

 

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, 2017 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

 
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PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

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

 

Item 1A. Risk Factors.

 

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

 

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

 

None

 

Item 3. Defaults Upon Senior Securities.

 

None

 

Item 4. Mine Safety Diclosure.

 

None

 

Item 5. Other Information.

 

(a) None


 
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Item 6. Exhibits.

 

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

 

Exhibit No.

Description

31.1

Section 302 Certification of Bradley Kersch - Director, Chief Executive Office, President, Treasurer, chief financial officer and principal accounting officer of the Company *

 

 

 

32.1

Section 906 Certification of Bradley Kersch - Director, Chief Executive Office, President, Treasurer, chief financial officer and principal accounting officer of the Company *

_____

*filed herewith

 

 
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SIGNATURES*

 

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

 

  BOOKEDBYUS INC.
       
Date: April 7, 2017 By: /s/ Bradley Kersch

 

 

Bradley Kersch

 
    President, Chief Executive Officer

(Principal Executive Officer) and Director

 
       

 

 

14