BEAG 10-Q Quarter ended Oct. 31, 2016

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 October 31, 2016

or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission file number: 333-183839

WISHBONE PET PRODUCTS INC.

(Exact name of registrant as specified in its charter)

2857 Sherwood Heights Drive, Oakville, Ontario, L6J 7J9

(Address of principal executive offices) (Zip Code)

( 888) 414-6832

Registrant’s telephone number, including area code

N/A

(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. Yes [X] 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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] 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.

3,750,000 shares of common stock are issued and outstanding as of December 29, 2016.

INDEX

WISHBONE PET PRODUCTS INC.

See accompanying notes to the condensed financial statements

WISHBONE PET PRODUCTS INC.

CONDENSED

For the three and six months ended October 31, 2016 and 2015

(Unaudited)

See accompanying notes to the condensed financial statements

WISHBONE PET PRODUCTS INC.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY

(Unaudited)

See accompanying notes to the condensed financial statements

WISHBONE PET PRODUCTS INC.

CONDENSED

(Unaudited)

See accompanying notes to the condensed financial statements

WISHBONE PET PRODUCTS INC.

Notes to the Condensed Financial Statements

October 31, 2016

(Unaudited)

Wishbone Pet Products Inc. was incorporated in the State of Nevada on July 30, 2009. The Company has been in the development stage since its formation and has not realized any revenues from its planned operations. The Company is primarily engaged in the business of developing, manufacturing, marketing and selling dog waste removal devices.

The Company has chosen an April 30 fiscal year end.

These financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate continuation of the Company as a going concern. The Company is at its early stages of development and has limited operations, and has sustained operating losses resulting in a deficit.

The Company has accumulated a deficit of $154,244 since inception, has yet to achieve profitable operations and further losses are anticipated in the development of its business. The Company’s ability to continue as a going concern is in substantial doubt and is dependent upon obtaining financing and/or achieving a sustainable profitable level of operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company may seek additional equity as necessary and it expects to raise funds through private or public equity investment or loans from directors of the Company in order to support existing operations. There is no assurance that such additional funds will be available for the Company on acceptable terms, if at all.

The interim financial statements are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim information. Accordingly, the financial statements do not include all of the information and note required by GAAP for complete financial statements. While the information presented is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, result of operation and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature. It is suggested that the interim financial statements be read in conjunction with the Company’s April 30, 2016 annual financial statements. Operating results for the six month period ended October 31, 2016 are not necessarily indicative of the results that can be expected for the year ended April 30, 2017.

There have been no changes in the accounting policies from those disclosed in the notes to the audited condensed financial statements for the year ended April 30, 2016.

Recently issued accounting pronouncements

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any pronouncement not yet effective but recently issued by the FASB (including its Emerging Issues Task Force), the AICPA or the SEC would, if adopted, have a material effect on the accompanying financial statements

The Company entered into 8 notes payable. They are all due within 30 days following written demand and bears a monthly interest rate of 1% (12% per annum).

During the year ended April 30, 2016, the Company issued 250,000 common shares to investors valued at $0.02 per share.

The Company evaluated all events or transaction that occurred after October 31, 2016 up through date the Company issued these financial statements and found no subsequent events that needed to be reported.

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

GENERAL

Wishbone Pet Products Inc. was incorporated under the laws of the State of Nevada, U.S. on July 30, 2009. Our registration statement on Form S-1 was filed with the Securities and Exchange Commission was declared effective on February 14, 2013. We have filed post-effective amendments to this registration statement, on September 4, 2015 the Securities & Exchange Commission declared the amendments effective.

We intend to commence business operations by developing, manufacturing, marketing, and selling dog waste removal devices. We are currently considered a development stage company. To date, our president, Rami Tabet, has developed a device concept that permits the user to enclose dog waste in a plastic bag this is contained inside of a sealed plastic case. The user can then disposed of the plastic bag without direct contact. To date, we have not manufactured or sold any dog waste removal devices. We are considered to be a “shell company”, which is a company with either no or nominal operations or assets, or assets consisting solely of cash and cash equivalents. An investment in the shares of a shell company should be considered highly illiquid given the resale restrictions that apply to them. In order to continue our business plan, we need to transform our device concept into a working prototype that is suitable for mass production and then enter into an agreement with a suitable third party for manufacture. We then intend to initially distribute our products in North America with a view to expanding our market focus depending on our initial success.

RESULTS OF OPERATIONS

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Three-Month Period Ended October 31, 2016 Compared to the Three-Month Period Ended October 31, 2015.

Our net loss for the three-month period ended October 31, 2016 was $7,528 (2015: $7,048), which consisted of professional fees of $2,975 (2015: $2,615), general and administration expenses of $2,065 (2015: $2,693), and interest on loans of $2,488 (2015: $1,740). We did not generate any revenue during either three-month period in fiscal 2016 or 2015. The slightly higher loss in the current fiscal year primarily relate to an increase in accounting, audit, and interest expense.

The weighted average number of shares outstanding was 3,750,000 for the three-month periods ended October 31, 2016 and 2015. As of the date of this quarterly report, our issued and outstanding capital consists of 3,750,000 shares of common stock.

Six-Month Period Ended October 31, 2016 Compared to the Six-Month Period Ended October 31, 2015.

Our net loss for the six-month period ended October 31, 2016 was $13,634 (2015: $19,596), which consisted of professional fees of $5,950 (2015: $7,550), general and administration expenses of $2,789 (2015: $8,749), and interest on loans of $4,895 (2015: $3,297). We did not generate any revenue during either six-month period in fiscal 2016 or 2015. The lower expenses in the current fiscal year primarily relate to a decrease in general expenses related to costs we incurred in obtaining DTC eligibility for our common stock.

The weighted average number of shares outstanding was 3,750,000 for the six-month period ended October 31, 2016 and 3,697,011 for the six-month period ended October 31, 2015.

LIQUIDITY AND CAPITAL RESOURCES

As at October 31, 2016, our current assets were $609 compared to $635 at April 30, 2016. As at October 31, 2016, our current liabilities were $132,853 compared to $119,245 at April 30, 2016. Current liabilities at October 31, 2016 were comprised of $88,086 in loans payable and $44,767 in accounts payable and accrued liabilities.

Stockholders’ deficit increased from $140,610 as of April 30, 2016 to $154,244 as of October 31, 2016.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the six-month period ended October 31, 2016, net cash flows used in operating activities were $7,887 consisting of a net loss of $13,634, which was offset by a $5,747 non-cash component of accounts payable. For the six-month period ended October 31, 2015, net cash flows used in operating activities were $10,349.

Cash Flows from Financing Activities

We have financed our operations primarily from either the issuance of our shares of common stock or from loans. During the six-month period ended October 31, 2016, we received shareholder loans of $7,861. In the comparable period in 2015, we received $10,000 in proceeds as a shareholder loan.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities and director loans. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The independent auditors’ report accompanying our April 30, 2016 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

No report required.

Evaluation of Disclosure Controls and Procedures:

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of October 31, 2016. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of October 31, 2016, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of October 31, 2016, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting during the six months ended October 31, 2016, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

No report required.

No report required.

No report required.

No report required.

Exhibits:

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.