UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT TO THE 1934
ACT REPORTING REQUIREMENTS
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999 Commission File
No. 000-27007
10
K-9 PROTECTION, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0407481
(State of organization) (I.R.S. Employer Identification No.)
3675 Pecos-McLeod, Suite 1400, Las Vegas, NV 89121
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 866-2500
Check whether the issuer (1) filed all reports required to be
file by Section 13 or 15(d) of the Exchange Act during the past
12 months and (2) has been subject to such filing requirements
for the past 90 days. Yes X
There are 3,000,000 shares of common stock outstanding as of
September 30, 1999.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements and supplemental data required by this
Item follow the index of financial statements appearing at Item 6
of this Form 10Q-SB.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and
"forward-looking statements" as that term is defined in Section
27A of the Securities Act of 1933 as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934 as
amended (the "Exchange Act"). All statements that are included in
this Registration Statement, other than statements of historical
fact, are forward-looking statements. Although Management
believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors
that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without
limitation, those expectations reflected in forward-looking
statements contained in this Statement.
Plan of Operation
The Company's Plan of Operation has not changed since the filing
of its Form 10-SB filed with the SEC on August 11, 1999. The
description of the current plan of operation is incorporated by
reference to Section 2 of its Form 10-SB.
Competition
The Company is an insignificant participant among firms which
engage in business combinations with, or financing of,
development-stage enterprises. There are many established
management and financial consulting companies and venture capital
firms which have significantly greater financial and personal
resources, technical expertise and experience than the Company.
In view of the Company's limited financial resources and
management availability, the Company will continue to be at
significant competitive disadvantage vis-a-vis the Company's
competitors.
Year 2000 Compliance
The Company is aware of the issues associated with the
programming code in existing computer systems as the year 2000
approaches. The Company has assessed these issues as they relate
to the Company, and since the Company currently has no operating
business and does not use any computers, and since it has no
customers, suppliers or other constituents, it does not believe
that there are any material year 2000 issues to disclose in this
report.
Employees
The Company's only employees at the present time are its officers
and directors, who will devote as much time as the Board of
Directors determine is necessary to carry out the affairs of the
Company.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action has
been threatened by or against the Company.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
No issues of securities and no changes in the existing securities
took place during the period covered by this report. At the end
of the quarter there were 3,000,000 shares of common stock
outstanding.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No such matters were submitted during the most recent quarter.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
FINANCIAL STATEMENTS
Audited financial statements as of September 30, 1999, and for
the nine-month and three-month periods then ended.
INDEPENDENT AUDITORS' REPORT
Board of Directors October 22, 1999
K-9 Protection, Inc.
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of K-9 Protection,
Inc. (A Development Stage Company), as of September 30, 1999, and
December 31, 1998, and the related statements of stockholders'
equity for September 30, 1999, and December 31, 1998, and
statements of operation and cash flows for the three months
ending September 30, 1999, and September 30, 1998, for the nine
months ended September 30, 1999, and September 30, 1998, and the
two years ended December 31, 1998, and December 31, 1997, and the
period February 7, 1991 (inception), to September 30, 1999. These
financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of K-9
Protection, Inc. (A Development Stage Company), as of September
30, 1999, and December 31, 1998, and the related statements of
stockholders' equity for September 30, 1999, and December 31,
1998, and statements of operation and cash flows for the three
months ending September 30, 1999, and September 30, 1998, for the
nine months ended September 30, 1999, and September 30, 1998,
and the two years ended December 31, 1998, and December 31, 1997,
and the period February 7, 1991 (inception), to September 30,
1999, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note #5 to the financial statements, the Company has suffered
recurring losses from operations and has no established source of
revenue. This raises substantial doubt about its ability to
continue as a going concern. Management's plan in regard to these
matters is described in Note #5. These financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
K-9 PROTECTION, INC.
(A Development Stage Company)
BALANCE SHEET
<TABLE>
<S>
<C> <C>
9 Mos. Ending Year Ended Dec.
Sept. 30, 1999 31, 1999
ASSETS
CURRENT ASSETS: 0 0
TOTAL CURRENT ASSETS 0 0
OTHER ASSETS;
ORGANIZATION COSTS (NET) 0 158
TOTAL OTHER ASSETS 0 158
TOTAL ASSETS 0 158
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES;
Officers Advances 2,905 820
TOTAL CURRENT LIABILITIES 2,905 820
STOCKHOLDERS' EQUITY;
Preferred Stock, $0.001 par 0 0
value authorized 10,000,000
shares
issued and outstanding at
September 30, 1999 - None
Common stock, $0.001 par value, 3,000
authorized 50,000,000 shares
issued and outstanding
December 31, 1998 - 3,000,000
September 30, 1999 3,000
Additional paid-in Capital 0 0
Deficit Accumulated During The -5,905 -3,662
Development Stage
TOTAL STOCKHOLDERS' EQUITY -2,905 -662
TOTAL LIABILITIES AND 0 158
STOCKHOLDERS' EQUITY
</TABLE>
K-9 PROTECTION, INC.
(A Development Stage Company)
STATEMENT OF OPERATION
<TABLE>
<S> <C> <C> <C> <C>
3 Mos. 3 Mos. 9 Mos. 9 Mos.
Ended Sept. Ended Sept. Ended Sept. Ended Sept.
30, 1999 30, 1998 30, 1999 30, 1998
INCOME:
Revenue 0 0 0 0
EXPENSES:
General, Selling 2,085 0 2,085 0
and
Administrative
Amortization 128 15 158 30
Total Expenses 2,213 15 2,243 30
Net Profit/Loss(--2,213 -15 -2,243 -30
)
Net Profit/Loss -.0007 NIL -.0007 NIL
(-) Per weighted
Share (Note 2)
Weighted average 3,000,000 3,000,000 3,000,000 3,000,000
Number of common
Shares
outstanding
</TABLE>
See accompanying notes to financial statements & audit report
K-9 PROTECTION, INC.
(A Development Stage Company)
STATEMENT OF OPERATION (continued)
<TABLE>
<S> <C> <C> <C>
Year Ended Year Ended July 2,
December December 1996
31, 1998 31, 1997 (Inception)
to Sept.
30, 1999
INCOME:
Revenue 0 0 0
EXPENSES:
General, Selling 735 85 5,589
and
Administrative
Amortization 63 63 316
Total Expenses 798 148 5,905
Net Profit/Loss(--798 -148 -5,905
)
Net Profit/Loss -.0002 NIL -.0020
(-) Per weighted
Share (Note 2)
Weighted average 3,000,000 3,000,000 3,000,000
Number of common
Shares
outstanding
</TABLE>
See accompanying notes to financial statements & audit report
K-9 PROTECTION, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<S>
<C> <C> <C> <C>
Common Shares Stock Amount Additional paid- Accumulated
in Capital Deficit
Balance, 3,000,000 $3,000 0 -2,864
December 31, 1997
Net loss, Year -798
Ended December 31,
1998
Balance, 3,000,000 $3,000 0 $-3,662
December 31, 1998
Net Loss January 1, -2,243
1999 to September
30,1999
Balance, 3,000,000 $3,000 0 $5,905
September 30, 1999
</TABLE>
See accompanying notes to financial statements & audit report.
K-9 PROTECTION, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<S> <C> <C> <C> <C>
3 Mos. Ended 3 Mos. Ended 9 Mos. Ended 9 Mos. Ended
Sept. 30, 1999 Sept. 30, 1998 Sept. 30, 1999 Sept. 30, 1998
Cash Flows from
Operating Activities:
Net Loss -2,213 -15 -2,243 -30
Adjustment to
Reconcile net loss to
cash provided by
operating activities:
Amortization +128 +15 +158 +30
Changes in Assets and
Liabilities:
Organization Costs 0 0 0 0
Increase in current
Liabilities:
Officers Advances +2,085 0 +2,085 0
Net cash used in 0 0 0 0
operating Activities
Cash Flows from 0 0 0 0
Investing Activities
Cash Flows from 0 0 0 0
Financing Activities:
Issuance of common 0 0 0 0
stock
Net increase 0 0 0 0
(decrease) in cash
Cash, Beginning of 0 0 0 0
period
Cash, end of period 0 0 0 0
</TABLE>
See accompanying notes to financial statements & audit report
K-9 PROTECTION, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS (continued)
<TABLE>
<S> <C> <C> <C>
Year Ended Year Ended July 2, 1996
December 31, December 31, (Inception) to
1999 1998 Sept. 30, 1999
Cash Flows from
Operating Activities:
Net Loss -798 -148 -5,905
Adjustment to
Reconcile net loss to
cash provided by
operating activities:
Amortization +63 +63 +316
Changes in Assets and
Liabilities:
Organization Costs 0 0 +316
Increase in current
Liabilities:
Officers Advances +735 +85 +2,905
Net cash used 0 0 0
operating Activities
Cash Flows from 0 0 -3,000
Investing Activities
Cash Flows from
Financing Activities:
Issuance of common 0 0 0
stock
Net increase 0 0 0
(decrease) in cash
Cash, Beginning of 0 0 0
period
Cash, end of period 0 0 0
</TABLE>
See accompanying notes to financial statements & audit report
K-9 PROTECTION, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999, and December 31, 1998
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized July 2, 1996, under the laws of the
State of Nevada as K-9 Protection, Inc. The Company currently has
no operations and in accordance with SFAS #7, is considered a
development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles 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 revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits. For
the purpose of the statements of cash flows, all highly liquid
investments with the maturity of three months or less are
considered to be cash equivalents. There are no cash equivalents
as of September 30, 1999.
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Organization Costs
Costs incurred to organize the Company are being amortized on a
straight-line basis over a sixty-month period.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if
dilative common stock equivalents had been converted to common
stock. As of September 30, 1999, the Company had no dilative
common stock equivalents such as stock options.
Year End
The Company has selected December 31st as its year-end.
Year 2000 Disclosure
The year 2000 issue is the result of computer programs being
written using two digits rather than four to define the
applicable year. Computer programs that have time sensitive
software may recognize a date using "00" as the year 1900 rather
than the year 2000. This could result in a system failure or
miscalculations causing disruption of normal business activities.
Since the Company currently has no operating business and does
not use any computers, and since it has no customers, suppliers
or other constituents, there are no material Year 2000 concerns.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended
September 30, 1999, due to the net loss and no state income tax
in Nevada, the state of the Company's domicile and operations.
The Company's total deferred tax asset as of December 31, 1998 is
as follows:
Net operation loss carry forward $3,662
Valuation allowance $3,662
Net deferred tax asset $ 0
The federal net operation loss carry forward will expire in 2016
and 2018.
This carry forward may be limited upon the consummation of a
business combination under IRC Section 381.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of
50,000,000 shares with a par value of $0.001 per share.
Preferred Stock
The authorized preferred stock of K-9 Protection, Inc. consists
of 10,000,000 shares with a par value $0.001 per share.
On July 2, 1996, the Company issued 3,000,000 shares of its
$0.001 par value common stock in consideration of $3,000.00 in
cash.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern
which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the
Company does not have significant cash or other material assets,
nor does it have an established source of revenues sufficient to
cover its operating costs and to allow it to continue as a going
concern. It is the intent of the Company to seek a merger with an
existing, operating company. Until that time, the
stockholders/officers and or directors have committed to
advancing the operating costs of the Company interest free.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal
property. An officer of the corporation provides office services
without charge. Such costs are immaterial to the financial
statements and accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other
business activities and may, in the future, become involved in
other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict
in selecting between the Company and their other business
interests. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional share of common stock.
EXHIBITS
a) The exhibits, consisting of the Company's Articles of
Incorporation and Bylaws, are attached to the Company's Amended
Form 10-SB, filed on August 11, 1999. These exhibits are
incorporated by reference to that Form.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
K-9 Protection, Inc.
By: /s/ Lidiya Balfe
Lidiya Balfe, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999 DEC-31-1998
<PERIOD-END> SEP-30-1999 SEP-30-1999 DEC-31-1998
<CASH> 0 0 0
<SECURITIES> 0 0 0
<RECEIVABLES> 0 0 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 0 0 158
<PP&E> 0 0 0
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 0 0 158
<CURRENT-LIABILITIES> 0 2,905 820
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 0 3,000 3,000
<OTHER-SE> 0 (5,905) (3,662)
<TOTAL-LIABILITY-AND-EQUITY> 0 0 158
<SALES> 0 0 0
<TOTAL-REVENUES> 0 0 0
<CGS> 0 0 0
<TOTAL-COSTS> 0 0 0
<OTHER-EXPENSES> 2,213 2,243 798
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 0 0
<INCOME-PRETAX> (2,213) (2,243) (798)
<INCOME-TAX> 0 0 0
<INCOME-CONTINUING> (2,213) (2,243) (798)
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> (2,213) (2,243) (798)
<EPS-BASIC> 0 0 0
<EPS-DILUTED> 0 0 0
