UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB/A
(AMENDMENT No.1)
[ X ]Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the period ended February 29, 2008
[ ]Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period _______________ to ________________
Commission File Number 333-139773
Aussie Soles Group Inc.
_________________________________________________________________
(Exact name of Small Business Issuer as specified in its charter)
Nevada Pending
(State or other jurisdiction of (IRS Employer Identification No.)incorporation or organization)
Rm 933, Block C, Harbourfront Horizon
HungHom Bay, 8 Hung Luen Road, Kowloon
-
(Address of principal executive offices) (Postal or Zip Code)
Issuer's telephone number, including area code: 852-6622-3666
K-9 Concepts, Inc.
_________________________________________________________________
(Former name, former address and former fiscal year, if changed since
last report)
Check whether the issuer (1) 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90
Days Yes [ X ] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 36,600,000 shares of common
stock with par value of $0.001 per share outstanding as of April 14, 2008.
EXPLANATORY REASON FOR AMEMENDMENT:
The Company has never been a "Shell" status and the box was checked wrongly. The Box "NO" is now properly checked.
<PAGE>
AUSSIE SOLES GROUP INC.
(FORMERLY K-9 CONCEPTS, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 29, 2008
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
<TABLE>
<CAPTION>
AUSSIE SOLES GROUP INC.
(FORMERLY K-9 CONCEPTS, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<S> <C> <C> <C> <C>
February 29, August 31,
ASSETS 2008 2007
CURRENT ASSETS
Cash $129,501 $8,078
Interest receivable (Note 4) 16,331 -
Inventory (Note 3) 183,210 -
Notes receivable (Note 4) 625,000
____________________________________________________________________________
954,042 8,078
EQUIPMENT, net (Note 5) 106,500 -
INTANGIBLE ASSETS (Note 6) 19,083,225 -
____________________________________________________________________________
$20,143,767 $8,078
LIABILITIES AND STOCKHODERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and
accrual liabilities $25,229 $13,500
Due to related party (Note 7) 200,000 -
____________________________________________________________________________
225,229 13,500
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock (Note 8)
Authorized
100,000,000, par value $0.001 per share
Issued and outstanding:
36,600,000 common shares
(August 31, 2007 - 19,200,000 common shares) 36,600 6,400
Additional paid in capital 20,094,200 19,600
Donated capital 12,000 9,000
Deficit accumulated during
the development stage (224,262) (40,422)
____________________________________________________________________________
19,918,538 (5,422)
____________________________________________________________________________
$20,143,767 $8,078
SUBSEQUENT EVENTS (Note 10)
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
<CAPTION>
AUSSIE SOLES GROUP INC.
(FORMERLY K-9 CONCEPTS, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATION
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Three Three Six Six August 25,
Months Months Months Months 2005 (Date
Ended Ended Ended Ended of Inception)
February February February February to February
29, 2008 28, 2007 29, 2008 28, 2007 29, 2008
EXPENSES
Amortization-
intangible
assets $160,363 $- $160,363 $- $160,363
Amortization-
tangible
assets 1,500 - 1,500 - 1,500
Bank charges 545 44 562 87 912
Filing and
transfer agent
fees 1,878 750 8,028 750 19,626
Interest income (13,805) - (16,331) - (16,331)
Management fees 1,500 1,500 3,000 3,000 12,000
Marketing 2,000 - 2,000 - 3,626
Professional
fees 14,081 - 21,581 - 36,429
Travel and
entertainment 3,137 24 3,137 24 6,137
NET LOSS $171,199 $2,318 $183,840 $3,861 $224,262
LOSS PER SHARE-
BASIC AND
DILUTED $(0.01) $(0.00) $(0.01) $(0.00)
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING-
BASIC AND
DILUTED 25,470,000 19,200,000 22,508,287 19,200,000
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
<CAPTION>
AUSSIE SOLES GROUP INC.
(FORMERLY K-9 CONCEPTS, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<S> <C> <C> <C> <C>
Cumulative from
Six Six August 25,
Months Months 2005 (Date
Ended Ended of Inception)
February February to February
29, 2008 28, 2007 29, 2008
CASH FLOW FROM
OPERATING ACTIVITIES
Net loss $(183,840) $(3,861) $(224,262)
Non-cash items:
Amortization-
intangible assets 160,363 - 160,363
Amortization-
tangible assets 1,500 - 1,500
Donated services 3,000 3000 12,000
Changes in non-cash
operating working
capital items:
Interest receivable (16,331) (16,331)
Notes receivable (625,000) - (625,000)
Accounts payable
and accrued
liabilities 11,729 - 25,229
Due to related
party 200,000 - 200,000
NET CASH USED IN
OPERATIONS (448,579) (861) (466,501)
CASH FLOWS FROM
FINANCING ACTIVITIES
Cash used in acquisition
of Aussie Soles
International LLC (29,998) - (29,998)
NET CASH USED IN
INVESTING ACTIVITIES (29,998) - (29,998)
CASH FLOWS FROM
FINANCING ACTIVITIES
Proceeds from share
issuance 600,000 - 626,000
NET CASH PROVIDED BY
FINANCING ACTIVITIES 600,000 - 626,000
INCREASE (DECREASE)
IN CASH 121,423 (861) 129,501
CASH, BEGINNING 8,078 16,826 -
CASH, ENDING $129,501 $15,965 $129,501
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION:
CASH PAID FOR:
Interest $- $- $-
Income taxes $- $- $-
NON-CASH ITEMS:
Share issued for
acquisition of Aussie Soles
International LLC
(Note 2) $19,504,800 $- $19,504,800
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
1. BASIS OF PRESENTATION
Unaudited Interim Financial Statements
The accompanying unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles and the rules and
regulations of the securities and exchange commission. They may not include
all information and footnotes required by generally accepted accounting
principles for complete financial statements. However, except as disclosed
herein, there has been no material changes in the information disclosed in
the notes to the financial statements for the year ended August 31, 2007
included in the Company's Form 10-KSB filed with the Securities and Exchange
Commission. The unaudited interim financial statements should be read in
conjunction with those financial statements included in the Form 10-KSB. In
the opinion of Management, all adjustments considered necessary for a fair
presentation, consisting solely of normal recurring adjustments, have been
made. Operating results for the six months ended February 29, 2008 are not
necessarily indicative of the results that may be expected for the year
ending August 31, 2008.
2. ACQUISITION OF AUSSIE SOLES INTERNATIONAL LLC
On February 15, 2008, the Company acquired 100% of the issued and outstanding
shares of Aussie Soles International LLC ("Aussie Soles"), a private Nevada
company. Aussie Soles is a footwear company in the development stage.
Aussie Soles designs, produces, markets and distributes footwear to the
leisure and industrial markets.
The aggregate purchase price is up to 21,000,000 common shares of the
Company. On February 15, 2008, the closing date of the transaction,
12,900,000 common shares with a fair value of $19,504,800 were issued in
terms of the purchase agreement. The remaining 8,100,000 common shares are
held in escrow and will be issued upon the achievement of the following:
<TABLE>
<CAPTION>
<S> <C> <C>
a) No damages claimed by the Company in terms of
the purchase agreement for a period of six
months after the closing date; 2,100,000
b) Signing of Canadian distribution agreement
with the Hudson's Bay Company; 2,000,000
c) Signing of license agreement with a private
label; and 2,000,000
d) Registration of utility patents on two new shoe
styles. 2,000,000
______________
8,100,000
</TABLE>
The acquisition was accounted for using the purchase method. The estimated
fair values of the assets acquired at the date of acquisition are as follows:
<TABLE>
<CAPTION>
<S> <C>
Inventory $183,210
Equipment 108,000
Intellectual Properties (patents, trademarks and domain
names) 19,243,588
$19,534,798
</TABLE>
The Company incurred legal expenses of $29,998 relating to this acquisition
which was capitalized as part of the net purchase price.
3. INVENTORY
Inventory comprises the following:
February 29, August 31,
2008 2007
--------------------------------------------------------------------------
Shoes held for re-sale $183,210 $-
--------------------------------------------------------------------------
<PAGE>
4. NOTES RECEIVABLE
On October 30, 2007, the Company loaned $200,000 (Canadian $200,000) to a
company with a common director at an interest rate of 12% per annum,
calculated and payable semi-annually. The note is unsecured and is repayable
on demand. The note is repayable in Canadian dollars.
On November 21, 2007, the Company loaned $200,000 to a company with a common
director at an interest rate of 12% per annum, calculated and payable semi-
annually. The note is unsecured and is repayable on demand.
On January 15, 2008, the Company loaned $100,000 to a company with a common
director at an interest rate of 12% per annum, calculated and payable semi-
annually. The note is unsecured and is repayable on demand.
On February 6, 2008, the Company loaned $25,000 to a company with a common
director. The note is unsecured, interest free, and is repayable on demand.
On February 28, 2008 the Company loaned $100,000 to a company with a common
director. The note is unsecured, interest free and is repayable on demand.
At February 29, 2008, the Company has accrued $16,331 in interest on these
notes.
5. EQUIPMENT
Equipment comprises the following:
<TABLE>
<CAPTION>
<S><C> <C> <C> <C> <C>
February 29, August 31,
2008 2007
Accumulated
Cost Amortization Net Book Value Net Book Value
Shoe Mouldings $108,000 $1,500 $106,500 $-
</TABLE>
Equipment is amortized over a three year period on a straight-line basis.
6. INTANGIBLE ASSETS
Intangible assets comprise the following:
<TABLE>
<CAPTION>
<S><C> <C> <C> <C> <C>
February 29, August 31,
2008 2007
Accumulated
Cost Amortization Net Book Value Net Book Value
Patent,
trademarks,
designs and
names $19,243,588 $160,363 $19,083,225 $-
</TABLE>
Intangible assets are amortized over a five year period on a straight-lineis.
<PAGE>
7. RELATED PARTY TRANSACTIONS
a) The Company recognized donated services by the director of the Company
for 2007 management fees, valued at $500 per month, totaling $3,000 for the
six months period ended February 29, 2008.
b) The Company has a balance owing to a director of the Company in the
amount of $200,000 as at February 29, 2008 (August 31, 2007: $ Nil). The
amount due to the director is unsecured, interest free and has no fixed term
of repayment.
8. COMMON STOCK
a) On December 20, 2007, the Company completed three for one (3:1) forward
stock split of its common shares. All share and per share information in
these financial statements has been retro-actively restated for all periods
presented to give effect to this stock split.
b) During the six month period ended February 29, 2008, the Company completed
a private placement of 1,500,000 units of its common stock at a price of
$0.40 per unit. Each unit consists of one common share of the Company's
common stock and one warrant. Each warrant is exercisable into one share of
the Company's common stock at an exercise price of $0.60 per warrant, for a
period of two years.
c) On February 15, 2008, the Company issued 12,900,000 of its common shares
for the acquisition of 100% of the issued and outstanding shares of Aussie
Soles International LLC (See Note 2).
9. INCOME TAXES
At February 28, 2008, the Company had accumulated non-capital loss carry-
forwards of approximately $158,000, which are available to reduce taxable
income in future taxation years. These losses begin to expire in 2025 after a
carry forward period of 20 years. Due to the uncertainty of realization of
these losses carry-forwards, a full valuation allowance has been provided for
this deferred tax asset.
10.SUBSEQUENT EVENTS
Effective March 24, 2008 the Company amended its Articles of Incorporation
with the Secretary of State of Nevada to effect the change of the Company's
name from K-9 Concepts, Inc. to Aussie Soles Group Inc..
Subsequent to February 29, 2008 the Company adopted a stock option plan for
the issuance of up to 15% of its issued and outstanding common shares to
employees and consultants at a price no less than the market price of the
Company's shares exercisable for a period of up to ten years. No options have
been granted in terms of the stock option plan.
<PAGE>
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the meaning of
the "safe-harbor" provisions of the Private Securities Litigation Reform Act of
1995. Such statements are based on management's current expectations and are
subject to a number of factors and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements.
All statements other than historical facts included in this Form, including
without limitation, statements under "Plan of Operation", regarding our
financial position, business strategy, and plans and objectives of management
for the future operations, are forward-looking statements.
Although we believe that the expectations reflected in such 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 our expectations include, but are not limited to, market conditions, competition and the ability to successfully complete
financing.
ITEM 2. PLAN OF OPERATION
On February 15 2008, we entered into an exchange agreement with Aussie Soles International LLC, an early stage leisure footwear company. In consideration of the acquisition of a 100% equity interest in Aussie Soles, the Company will issue up to 21 million shares of its common stock, subject to certain escrow conditions and corporate milestones to be met by the principal of Aussie Soles.
Subsequent to the quarter, Craig Taplin, founder and CEO of Aussie Soles International LLC became the CEO of K-9, which has changed its name to Aussie Soles Group Inc. The new company intends to hire a management team and formally commence operations in North America in the near future.
The combined enterprise intends to build the brand, "Aussie Soles{trademark}" into a globally known brand of footwear and accessories for the fashion, surf, travel, and medical industries. The combined enterprise intends to accomplish its objectives by designing and marketing a complete line of reasonably priced casual footwear and related accessories for all seasons, by co-branding its products with high-visibility partners, and through patent and related
intellectual property protection.
We intend to retain one full-time sales person in the next six months, as well as an additional full-time sales person in the six months thereafter. These individuals will be independent contractors compensated solely in the form of commission based upon sales they arrange.
We therefore expect to incur the following costs in the next 12 months in
connection with our business operations:
Marketing costs: $20,000
General administrative costs: $40,000
Total: $70,000
In addition, we anticipate spending an additional $10,000 on administrative fees. Total expenditures over the next 12 months are therefore expected to be $80,000.
<PAGE>
During the quarter, the Company completed the sale of $600,000 in the private placement of its securities at $0.40 per Unit on a pre- share split basis. Each Unit consisted of one pre-split share of the Company's common stock and one common share purchase warrant (a "Warrant"). Each Warrant is exercisable into one pre-split share of Common Stock at a pre-split exercise price of US$0.60 per Warrant Share, for a period of two years. The private placement is intended to finance potential acquisition and working capital requirements, including administrative expenses and costs incurred in connection with our review of potential projects. Although upon the completion of the private placement financing, we will have sufficient funds for any immediate working capital needs, additional funding may still be required in the form of equity financing from the sale of our common stock. However, we do not have any arrangements in place for any future equity financing.
If we are unable to raise the required financing, we will be delayed in conducting our business plan.
Our ability to generate sufficient cash to support our operations will be based upon our sales staff's ability to generate sales. We expect to accomplish this by securing a significant number of agreements with large and small retailers and by retaining suitable salespersons with experience in the retail sales sector.
RESULTS OF OPERATIONS FOR PERIOD ENDING FEBRUARY 29, 2008
We earned interest income of $13,805 in the three-month period ended FEBRUARY 29, 2008. During the same period, we incurred operating expenses of $185,004 consisting of amorization expenses of $161,863, filing and transfer agent fees of $1,878, professional fees of $14,081, management fees of $1,500, marketing fees of $2,000, travel and entertainment of $3,137 and bank charges of $545.
At FEBRUARY 29 2008, we had assets of $20,143,767 consisting of $129,501 in cash,a notes receivable of $625,000, inventory of $183,210, interest receivable of $16,331, equipment of $106,500 and $19,083,225 in intangible assets. We had current accounts payable and accrued liabilities of $25,229 and $200,000 due to a related party as of FEBRUARY 29, 2008.
We have not attained profitable operations and are dependent upon obtaining financing to pursue our business plan. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.
ITEM 3 CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS
We evaluated the effectiveness of our disclosure controls and procedures as of FEBRUARY 29, 2008. This evaluation was conducted by Craig Taplin, our chief executive officer and Jeanne Mok, our principal accounting officer.
Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to disclose in the reports we file pursuant to the Securities Exchange Act of 1934 is recorded, processed,summarized and reported.
LIMITATIONS ON THE EFFECTIVE OF CONTROLS
Our management does not expect that our disclosure controls or our internal
controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally,controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions aboutpotential future conditions; over time, controls may become inadequate becauseof changes in conditions, or the degree of compliance with the policies orprocedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may
not be detected.
CONCLUSIONS
Based upon their evaluation of our controls, Craig Taplin, our chief executive officer and Jeanne Mok, our principal accounting officer, have concluded that,ubject to the limitations noted above, the disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared. There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.
PART II- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceeding. Management is not aware of any threatened litigation, claims or assessments.
ITEM 2. CHANGES IN SECURITIES
During the quarter, a stock split of the Company's authorized and issued common stock such that every one of the Company's common stock be forward split for three post split common shares of the Company was deemed effective by the NASD.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the quarter ended February 29, 2008 the Company's directors and a majority of its shareholders approved an amendment to our Articles of
Incorporation to change our company's name from "K-9 Concepts, Inc." to "Aussie Soles Group Inc."
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
<PAGE>
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Reports on Form 8-K
During and subsequent to the quarter ended February 29 2008, we filed the
following current report on Form 8-K:
1. On February 22, 2008, we announced that we entered into an exchange
agreement (the "Agreement") on February 15 2008 with Aussie Soles
International LLC, a Nevada limited liability company and an early
stage leisure footwear company. In consideration of the acquisition of
a 100% equity interest in Aussie Soles, the Company will issue up to
21 million shares in its common stock capital, subject to certain
escrow conditions and corporate milestones to be met by the principal
of Aussie Soles.
2. On April 7, 2008, we filed a current report on Form 8-K disclosing that
we have appointed Mr. Craig Taplin as President and Chief Executive
Officer of the Company, in place of Mr. Albert Au, who will continue to
serve as a director on the Company's Board of Directors.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
April 14, 2008
Aussie Soles Group Inc.
/s/ Craig Taplin
------------------------------
Craig Taplin, President
=============================================================
AMENDMENT SIGNATURE
Resubmitted: December 1, 2015
Now Called Predictive Technology Group, Inc. (f.k.a Global Enterprises Group, Inc.)(f.k.a Global Housing Group, Inc.) In accordance with the requirements of the Exchange Act, the registrant caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.
By: Merle Ferguson
/s/ Merle Ferguson
Chairman
December 1, 2015