UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

333-176705

Commission File Number

(323) 345-4587

(Registrant’s telephone number, including area code)

Bookedbyus, Inc.

(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. 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    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). 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 July 14, 2017 we had 23,802,264 shares of common stock outstanding.

TABLE of CONTENTS

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Apawthecary Pets USA

(formerly Bookedbyus Inc.)

Financial Statements

(Expressed in U.S. Dollars)

For the three and nine months ended May 31, 2017 and 2016

(Unaudited)

Apawthecary Pets USA

(formerly Bookedbyus Inc.)

Balance Sheets

(Expressed in U.S. Dollars)

(Unaudited)

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

Apawthecary Pets USA

(formerly Bookedbyus Inc.)

Statements of Operations

(Expressed in U.S. Dollars)

(Unaudited)

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

Apawthecary Pets USA

(formerly Bookedbyus Inc.)

Statements of Stockholders’ Deficit

For the nine months ended May 31, 2017 and 2016

(Expressed in U.S. Dollars)

(Unaudited)

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

Apawthecary Pets USA

(formerly Bookedbyus Inc.)

Statements of Cash Flows

(Expressed in U.S. Dollars)

(Unaudited)

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

Apawthecary Pets USA

(formerly Bookedbyus Inc.)

Notes to Financial Statements

(Expressed in U.S. Dollars)

For the three and nine months ended May 31, 2017 and 2016

(Unaudited)

Apawthecary Pets USA

Notes to Financial Statements

(Expressed in U.S. Dollars)

For the three and nine months ended May 31, 2017 and 2016

(Unaudited)

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.

Apawthecary Pets USA (formerly 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. The Company has not yet implemented its business model.

On April 30, 2017 the Company changed its name from “Bookedbyus Inc.” to “Apawthecary Pets USA.” The name change is in the best interest of the Company and the company intends to operate in the pet industry.

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 May 31, 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 May 31, 2017, we had $63 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 May 31, 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.

We had $nil in revenue for the nine month period ended May 31, 2017 as compared to revenue for nine month period ended May 31, 2016 of $nil.

Total expenses in the three month period ended May 31, 2017 were $4,999 as compared to total expenses for the three month period ended May 31, 2016 of $14,927 resulting in a net loss for the three month period ended May 31,2017 of $4,999 as compared to a net loss of $14,927 for the three month period May 31, 2016. The net loss for the three month period ended May 31, 2017 is a result of Professional fees of $3,000 comprised of legal and accounting expense, General and administrative expense of $1,999, Management fees of $nil and Rent of $nil as compared to the net loss for the three month period ended May 31, 2016 of $14,927 is a result of Professional fees of $1,500 comprised of legal and accounting expense, General and administrative expense of $1,427, Management fees of $6,000 and Rent of $6,000.

Total operating expenses for the nine month period ended May 31, 2017 were $23,373 as compared to total operating expenses for the nine month period ended May 31, 2016 of $53,270 resulting in a net loss for the nine month period ended May 31, 2017 of $23,373 as compared to a net loss of $53,270 for nine month period ended May 31, 2016. The net loss for the nine month period ended May 31, 2017 is a result of professional fees of $7,990, general and administrative expense of $5,783, management fees of $9,600 as compared to the net loss for the nine month period ended May 31, 2016 of $53,270 is a result of professional fees of $11,000 comprised of legal and accounting fees, general and administrative expense of $6,270 management fees of $18,000 and rent expense of $18,000.

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 May 31, 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 May 31, 2017 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:

__________ 

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.