Registration
No. 333-158426
|
|
As
filed with the U.S. Securities and Exchange Commission on June 17,
2009
|
Delaware
|
5099
|
20-5313323
|
||
(State
or other jurisdiction of
incorporation
or organization)
|
(Primary
Standard Industrial
Classification
Code Number)
|
(I.R.S.
Employer Identification
Number)
|
Jennifer
H. Jarvis
|
|
President
and Chief
Executive
Officer
|
|
1630
Integrity Drive East
Columbus,
Ohio 43209
Tel:
(614) 449-8614
Fax:
(614) 449-9605
|
K-Kitz,
Inc.
1630
Integrity Drive East
Columbus,
Ohio 43209
Tel:
(614) 449-8614
Fax:
(614) 449-9605
|
(Address, including zip code, and
telephone
number, including area code, of
registrant’s
principal executive
offices)
|
(Name,
address, including zip code, and
telephone
number, including area code, of
agent
for
service)
|
Copies
of communications to:
Greenberg
Traurig, LLP
MetLife
Building
200
Park Avenue, 15th
Floor
New
York, New York 10166
Attention:
Spencer G. Feldman, Esq.
Tel:
(212) 801-9200
Fax:
(212) 801-6400
|
Large
accelerated filer ¨
|
Accelerated
filer
|
¨
|
Non-accelerated
filer ¨
|
Smaller
reporting company
|
x
|
Page
|
|
SUMMARY
OF OUR OFFERING
|
3
|
RISK
FACTORS
|
6
|
USE
OF PROCEEDS
|
10
|
DETERMINATION
OF OFFERING PRICE
|
11
|
DILUTION
OF THE PRICE YOU PAY FOR YOUR SHARES
|
11
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
13
|
BUSINESS
|
20
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
24
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
26
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
28
|
PLAN
OF DISTRIBUTION AND TERMS OF THE OFFERING
|
29
|
DESCRIPTION
OF SECURITIES
|
33
|
LEGAL
OPINION
|
35
|
EXPERTS
|
35
|
35
|
|
FINANCIAL
STATEMENTS
|
F-1
|
|
·
|
conservative
state and municipal budgets which negatively affect spending by school
systems and municipalities, our primary
customers,
|
|
·
|
lack
of capital to significantly expand our marketing capabilities beyond our
existing base in Columbus, Ohio,
|
|
·
|
many
competitors that make similar emergency preparedness kits, some of which
operate in large geographical regions and sell nationally and have greater
resources than we have, and
|
|
·
|
our
poor financial condition raises substantial doubt about our ability to
continue as a going concern.
|
Securities
being offered
|
A
minimum of 1,000,000 shares of common stock and a maximum of 2,000,000
shares of common stock, par value $0.000001 per share.
|
|
Offering
price
|
$0.05
per share.
|
Offering
period
|
The
shares are being offered for a period not to exceed 180 days after the
date of this prospectus, unless extended by our board of directors for an
additional 90 days.
|
|
Net
proceeds to us
|
Approximately
$50,000 assuming the minimum number of shares is sold. Approximately
$100,000 assuming the maximum number of shares is sold.
|
|
Use
of proceeds
|
We
will use the net proceeds of this offering to expand our marketing efforts
and for working capital.
|
|
Number
of shares outstanding before the offering
|
4,500,000
shares.
|
|
Number
of shares outstanding after the offering
|
5,500,000
shares (minimum);
6,500,000
shares (maximum)
|
|
Risk
factors
|
Investing
in our common stock involves a high degree of risk. The common
stock offered in this prospectus is for investment purposes only and there
is currently no public trading market for our common
stock. Please refer to the sections “Risk Factors” and
“Dilution” before making an investment in our
stock.
|
Year ended December 31,
|
Three Months ended March
31,
|
|||||||||||||||
2008
|
2007
|
2009
|
2008
|
|||||||||||||
(unaudited)
|
||||||||||||||||
Income Statement Data:
|
|
|||||||||||||||
Revenue
|
$ | 459,229 | $ | 197,120 | $ | 24,755 | $ | 40,915 | ||||||||
Total
operating expenses
|
448,825 | 187,465 | 34,521 | 41,981 | ||||||||||||
Net
income
|
8,392 | 7,789 | (9,766 | ) | (1,066 | ) | ||||||||||
Balance Sheet Data (at end of
period):
|
||||||||||||||||
Total
assets
|
$ | 140,606 | $ | 60,564 | $ | 66,579 | $ | 70,468 | ||||||||
Total
current liabilities
|
105,028 | 33,378 | 40,767 | 44,347 | ||||||||||||
Total
stockholders’ equity
|
35,578 | 27,186 | 25,812 | 26,121 |
Sale
of
|
Sale
of
|
|||||||
1,000,000
|
2,000,000
|
|||||||
Shares
|
Shares
|
|||||||
Application of Net
Proceeds
|
(Minimum)
|
(Maximum)
|
||||||
Marketing
efforts
|
$ | 7,000 | $ | 37,000 | ||||
Working
capital
|
4,000 | 24,000 | ||||||
Total
|
$ | 11,000 | $ | 61,000 |
·
|
our
need to raise up to a total of $100,000 in gross proceeds in this
offering,
|
·
|
our limited operating history,
as well as the other numerous obstacles we face in operating and expanding
our business, as described in the Risk Factors section of this
prospectus,
|
·
|
the
amount of capital to be contributed by purchasers in this offering in
proportion to the number of shares of common stock to be retained by
existing stockholders, and
|
·
|
our cash requirements to run
our business over the next 12 to 18
months.
|
Net
tangible book value per share before offering
|
$
|
35,578
|
||
Pro
forma net tangible book value per share before
offering
|
$
|
96,578
|
||
Increase
in net tangible book value per share attributable to new
investors
|
$
|
61,000
|
||
Dilution
per share to new investors
|
$
|
.0421
|
Capital
contribution of existing stockholder
|
$
|
19,397
|
||
Number
of shares outstanding before the offering
|
4,500,000
|
|||
Number
of shares after offering assuming the sale of the maximum number
of shares sold
|
6,500,000
|
|||
Percentage
of ownership after offering
|
69
|
% |
Price
per share
|
$
|
0.05
|
||
Capital
contributions of public investors
|
$
|
100,000
|
||
Number
of shares after offering held by public investors
|
2,000,000
|
|||
Percentage
of capital contribution by existing stockholder
|
69
|
% | ||
Percentage
of capital contributions by public investors
|
31
|
% | ||
Percentage
of ownership after offering
|
100
|
% |
Price
per share
|
$
|
0.05
|
||
Capital
contributions of public investors
|
$
|
50,000
|
||
Number
of shares after offering held by public investors
|
1,000,000
|
|||
Percentage
of capital contribution by existing stockholder
|
81
|
% | ||
Percentage
of capital contributions by public investors
|
19
|
% | ||
Percentage
of ownership after offering
|
100
|
% |
|
·
|
conservative
state and municipal budgets which negatively affect spending by school
systems and municipalities, our primary
customers,
|
|
·
|
lack
of capital to significantly expand our marketing capabilities beyond our
existing base in Columbus, Ohio,
|
|
·
|
many
competitors that make similar emergency preparedness kits, some of which
operate in large geographical regions and sell nationally and have greater
resources than we have, and
|
|
·
|
our
poor financial condition raises substantial doubt about our ability to
continue as a going concern.
|
|
·
|
persuasive
evidence of an arrangement exists,
|
|
·
|
delivery
has occurred or services have been
rendered,
|
|
·
|
the
seller’s price to the buyer is fixed or determinable,
and
|
|
·
|
collectability
is reasonably assured.
|
|
·
|
Packaging or raw materials
price increases - an increase in packaging or raw materials,
particularly plastic products such as piping, fittings and disposable
bags, has in the past caused our margins to suffer and negatively impacted
our cash flow and profitability. These conditions could be more
prevalent in coming years. We periodically search for packaging
and production alternatives to reduce our cost of
goods.
|
|
·
|
Fuel prices - fuel price
increases since 2007 have caused increases in our packaging, production
and distribution costs. Many of our products are made of
plastic, which utilizes petroleum. Fuel prices have moderated
most recently; however, we periodically pursue alternative production,
packaging and distribution suppliers and options to help offset the effect
of these fuel price increases on
expenses.
|
|
·
|
Cash flow requirements -
our growth will depend on the availability of additional
capital. We have limited sales and income and may be dependent
on non-banking or traditional sources of capital, which tend to be more
expensive. Any increase in cost of goods will
further tighten cash
reserves.
|
·
|
crank
lanterns,
|
·
|
lanyard
for name tags,
|
·
|
weatherband
radios,
|
·
|
identification
badges,
|
·
|
portable
decontamination chambers,
|
·
|
privacy
screens,
|
·
|
megaphones,
|
·
|
blood
pressure cuffs,
|
·
|
first
responder vests,
|
·
|
foil
blankets,
|
·
|
protection
facemasks,
|
·
|
disposable
thermometers,
|
·
|
disposable
gloves,
|
·
|
vomit
and blood spill bags, and
|
·
|
cots,
|
·
|
7-hour
emergency light sticks.
|
Name
|
Age
|
Position
|
||
Jennifer
H. Jarvis
|
28
|
President,
Chief Executive Officer, Chief Financial Officer and
Director
|
||
Michael
J. Funtjar
|
28
|
Chief
Operating Officer, Secretary and
Director
|
Name and Principal Position
|
Fiscal
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option Award(s)
($)
|
Non-Equity
Incentive Plan
Compensation
(#)
|
Non-Qualified
Deferred
Compensation
Earnings ($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||||||||
Jennifer
H. Jarvis
President,
Chief Executive Officer and Chief Financial Officer
|
2008
2007
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
|||||||||||||||||||||||||||
Michael
J. Funtjar
Chief
Operating Officer and Secretary
|
2008
2007
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
|
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)
|
Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares, Units
or Other Rights That
Have Not Vested
($)
|
|||||||||||||||||||||||||||
Jennifer
H. Jarvis
|
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Michael
J. Funtjar
|
— | — | — | — | — | — | — | — | — |
|
·
|
honest
and ethical conduct,
|
|
·
|
full,
fair, accurate, timely and understandable disclosure in regulatory filings
and public statements,
|
|
·
|
compliance
with applicable laws, rules and
regulations,
|
|
·
|
the
prompt reporting violation of the code,
and
|
|
·
|
accountability
for adherence to the code.
|
|
·
|
Any
bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that
time,
|
|
·
|
Any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor
offenses),
|
|
·
|
Being
subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining, barring suspending or otherwise limiting his
involvement in any type of business, securities or banking activities,
and
|
|
·
|
Being found by a court of
competent jurisdiction (in a civil action), the SEC or the Commodity
Futures Trading Commission to have violated a federal or state securities
or commodities law, and the judgment has not been reversed, suspended or
vacated.
|
Names and Address of
Beneficial Owner
|
Shares of Common Stock
Beneficially Owned
Before the Offering
|
Shares of Common Stock Beneficially
Owned After the Offering
|
||||||||||||||||||||||
Number
|
Percent
|
Minimum
|
Percent
|
Maximum
|
Percent
|
|||||||||||||||||||
Jennifer
H. Jarvis
|
4,500,000 | 100 | % | 4,500,000 | 81.8 | % | 4,500,000 | 69.2 | % | |||||||||||||||
Michael
J. Funtjar
|
0 | — | 0 | — | 0 | — | ||||||||||||||||||
All
directors and executive officers as a group (2 persons)
|
4,500,000 | 100 | % | 4,500,000 | 81.8 | % | 4,500,000 | 69.2 | % |
|
·
|
extension of the offering period
beyond 180 days after the date of this
prospectus,
|
|
·
|
change in the offering
price,
|
|
·
|
change in the minimum sales
requirement,
|
|
·
|
change to allow sales to
affiliates in order to meet the minimum sales
requirement,
|
|
·
|
change in the amount of proceeds
necessary to release the proceeds held in the separate escrow account,
and
|
|
·
|
change in the application of the
proceeds.
|
|
·
|
The person is not statutorily
disqualified, as that term is defined in Section 3(a)(39) of the
Securities Exchange Act, at the time of his
participation,
|
|
·
|
The person is not compensated in
connection with his participation by the payment of commissions or other
remuneration based either directly or indirectly on transactions in
securities,
|
|
·
|
The person is not at the time of
their participation, an associated person of a broker/dealer,
and
|
|
·
|
The person meets the conditions
of paragraph (a)(4)(ii) of Rule 3a4-1 of the Securities Exchange Act, in
that he (a) primarily performs, or is intended primarily to perform at the
end of the offering, substantial duties for or on behalf of the issuer
otherwise than in connection with transactions in securities, (b) is not a
broker or dealer, or an associated person of a broker or dealer, within
the preceding 12 months, and (c) does not participate in selling and
offering of securities for any issuer more than once every 12 months other
than in reliance on paragraphs (a)(4)(i) or
(a)(4)(iii).
|
|
·
|
Execute and deliver a
subscription agreement, a copy of which is included with the prospectus
(and as an exhibit to the registration statement of which this prospectus
forms a part), and
|
|
·
|
Deliver a check or certified
funds to Fifth Third Bank for acceptance or rejection. All checks for
subscriptions must be made payable to “K-Kitz, Inc. - Escrow
Account.”
|
Page
|
|||
Audited
Financial Statements:
|
|||
Report
of Independent Registered Public Accounting Firm
|
F-2 | ||
Balance
Sheet as of December 31, 2008 and 2007
|
F-3 | ||
Income
Statement for the years ended December 31, 2008 and
2007
|
F-4 | ||
Statement
of Cash Flows for the years ended December 31, 2008 and
2007
|
F-5 | ||
Statement
of Stockholders’ Equity for the years ended December 31, 2008 and
2007
|
F-6 | ||
Notes
to Financial Statements
|
F-7 | ||
Unaudited
Financial Statements:
|
|||
Balance
Sheet as of March 31, 2009 and December 31, 2008
|
F-12 | ||
Income
Statement for the three months ended March 1, 2009 and
2008
|
F-13 | ||
Statement
of Cash Flows for the three months ended March 31, 2009 and
2008
|
F-14 | ||
Statement
of Stockholders’ Equity for the three months ended March 31, 2009 and
2008
|
F-15 | ||
Notes
to Financial Statements
|
F-16 |
*Pro Forma
|
||||||||||||
December 31,
|
December 31,
|
December 31,
|
||||||||||
2008
|
2008
|
2007
|
||||||||||
Assets
|
||||||||||||
Current
assets
|
||||||||||||
Cash
|
$ | 43,717 | $ | 43,717 | $ | 5,073 | ||||||
Accounts
receivable
|
47,098 | 47,098 | 19,397 | |||||||||
Accounts
receivable - related party
|
13,276 | 13,276 | 6,735 | |||||||||
Inventory
|
26,343 | 26,343 | 28,487 | |||||||||
Prepaid
expenses
|
10,172 | 10,172 | 872 | |||||||||
Total
Current Assets
|
$ | 140,606 | $ | 140,606 | $ | 60,564 | ||||||
Liabilties and Stockholders'
Equity
|
||||||||||||
Current
Liabilities
|
||||||||||||
Accounts
payable & accrued expenses
|
$ | 51,536 | $ | 51,536 | $ | 31,512 | ||||||
Accounts
payable - related party
|
51,480 | 51,480 | - | |||||||||
Income
taxes payable
|
450 | 450 | 418 | |||||||||
Deferred
taxes payable
|
1,562 | 1,562 | 1,448 | |||||||||
Total
Current Liabilities
|
105,028 | 105,028 | 33,378 | |||||||||
Stockholders'
Equity
|
||||||||||||
Common
stock, $0.000001 par value,95,000,000 shares authorized; issued &
outstanding 100 as of December 31, 2008 & December 31,
2007
|
- | 5 | - | |||||||||
Preferred
stock, $0.000001 par value, 5,000,000 shares authorized; issued &
outstanding -0- as of December 31, 2008 & December 31,
2007
|
- | - | - | |||||||||
Additional
paid-incapital
|
19,397 | 19,392 | 19,397 | |||||||||
Accumulated
earnings
|
16,181 | 16,181 | 7,789 | |||||||||
Total
Stockholders' Equity
|
35,578 | 35,578 | 27,186 | |||||||||
Total
Liabilities and Stockholders' Equity
|
$ | 140,606 | $ | 140,606 | $ | 60,564 |
*Pro Forma
|
||||||||||||
For the Years ended
|
||||||||||||
December 31,
|
December 31,
|
December 31,
|
||||||||||
2008
|
2008
|
2007
|
||||||||||
Revenue
|
$ | 459,229 | $ | 459,229 | $ | 197,120 | ||||||
Operating
expenses:
|
||||||||||||
Cost
of sales
|
386,483 | 386,483 | 125,104 | |||||||||
Selling,
general & administrative expenses
|
62,342 | 62,342 | 62,361 | |||||||||
Total
operating expenses
|
448,825 | 448,825 | 187,465 | |||||||||
Operating
income
|
10,404 | 10,404 | 9,655 | |||||||||
Income
before income taxes
|
10,404 | 10,404 | 9,655 | |||||||||
Provision
for income taxes
|
2,012 | 2,012 | 1,866 | |||||||||
Net
income
|
8,392 | 8,392 | 7,789 | |||||||||
Earnings
per share:
|
||||||||||||
Basic
& fully diluted
|
$ | 83.9200 | $ | 0.0019 | $ | 77.8900 | ||||||
Weighted
average shares outstanding:
|
||||||||||||
Basic
& fully diluted
|
100 | 4,500,000 | 100 |
For the Years Ended
|
||||||||
December 31,
|
December 31,
|
|||||||
2008
|
2007
|
|||||||
Cash
Flows From Operating Activities
|
||||||||
Net
income
|
$ | 8,392 | $ | 7,789 | ||||
(Increase)
decrease in operating assets:
|
||||||||
Accounts
receivable
|
(27,701 | ) | (19,397 | ) | ||||
Accounts
receivable - related party
|
(6,541 | ) | (6,735 | ) | ||||
Inventory
& prepaid expenses
|
(7,156 | ) | (12,167 | ) | ||||
Increase
(decrease) in operating liabilities:
|
||||||||
Accounts
payable, accrued expenses & income taxes payable, deferred income
taxes
|
20,170 | 33,378 | ||||||
Accounts
payable - related party
|
51,480 | - | ||||||
Net
cash provided from operating activities
|
$ | 38,644 | $ | 2,868 | ||||
Net
increase (decrease) in cash
|
$ | 38,644 | $ | 2,868 | ||||
Cash
- beginning of year
|
$ | 5,073 | $ | 2,205 | ||||
Cash
- end of year
|
$ | 43,717 | $ | 5,073 |
Additional
|
Accumulated
|
Total
|
||||||||||||||||||||||
Common Stock
|
Preferred Stock
|
Paid-In
|
Retained
|
Stockholders'
|
||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Capital
|
Earnings
|
Equity
|
|||||||||||||||||||
Balance
at January 1, 2007
|
100 | $ | 0.0001 | - | $ | 19,397 | $ | - | $ | 19,397 | ||||||||||||||
Net
income
|
- | 7,789 | 7,789 | |||||||||||||||||||||
Balance
at December 31, 2007
|
100 | $ | 0.0001 | - | $ | 19,397 | $ | 7,789 | $ | 27,186 | ||||||||||||||
Net
income
|
- | 8,392 | 8,392 | |||||||||||||||||||||
Balance
- December 31, 2008
|
100 | $ | 0.0001 | - | $ | 19,397 | $ | 16,181 | $ | 35,578 |
NOTE
1-
|
ORGANIZATION AND
BASIS OF
PRESENTATION
|
NOTE
2 -
|
GOING
CONCERN
|
NOTE
3-
|
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
|
NOTE
4 -
|
MAJOR CUSTOMERS
/ VENDORS AND ACCRUED
EXPENSES
|
NOTE
5-
|
PROVISION FOR INCOME
TAXES
|
December
31,
2008
|
December
31,
2007
|
|||||||
Current
income tax expense:
|
||||||||
Federal
|
$ | 1,562 | $ | 1,448 | ||||
State
|
450 | 418 | ||||||
Total
amount of tax expense
|
$ | 2,012 | $ | 1,866 |
2008
|
2007
|
|||||||
Federal
rate (net of State tax benefit)
|
14.24 | % | 14.24 | % | ||||
State
rate
|
5.1 | % | 5.1 | % |
NOTE
6 -
|
EARNINGS PER
SHARE
|
December
31,
2008
|
December
31,
2007
|
|||||||
Net
income
|
$ | 8,392 | $ | 7,789 | ||||
Weighted-average
common shares Outstanding (basic and fully diluted)
|
100 | 100 | ||||||
Earnings
per share (basic and fully diluted)
|
$ | 83.92 | $ | 77.89 |
NOTE
7-
|
STOCKHOLDERS’
EQUITY
|
NOTE
8 -
|
RELATED PARTY
TRANSACTIONS
|
NOTE
9 -
|
SUBSEQUENT EVENTS
(UNAUDITED)
|
*Pro Forma
|
||||||||||||
March 31,
|
December 31,
|
December 31,
|
||||||||||
2009
|
2008
|
2008
|
||||||||||
Assets
|
||||||||||||
Current
assets
|
||||||||||||
Cash
|
$ | 13,213 | $ | 43,717 | $ | 43,717 | ||||||
Accounts
receivable
|
13,809 | 47,098 | 47,098 | |||||||||
Accounts
receivable - related party
|
1,998 | 13,276 | 13,276 | |||||||||
Inventory
|
26,087 | 26,343 | 26,343 | |||||||||
Prepaid
expenses
|
11,472 | 10,172 | 10,172 | |||||||||
Total
Current Assets
|
$ | 66,579 | $ | 140,606 | $ | 140,606 | ||||||
Liabilties and Stockholders'
Equity
|
||||||||||||
Current
Liabilities
|
||||||||||||
Accounts
payable & accrued expenses
|
$ | 38,755 | $ | 51,536 | $ | 51,536 | ||||||
Accounts
payable - related party
|
- | 51,480 | 51,480 | |||||||||
Income
taxes payable
|
450 | 450 | 450 | |||||||||
Deferred
taxes payable
|
1,562 | 1,562 | 1,562 | |||||||||
Total
Current Liabilities
|
40,767 | 105,028 | 105,028 | |||||||||
Stockholders'
Equity
|
||||||||||||
Common
stock, $0.000001 par value,95,000,000 shares authorized; issued &
outstanding 4,500,000 as of March 31, 2009 & 100 as of December 31,
2008
|
5 | - | 5 | |||||||||
Preferred
stock, $0.000001 par value, 5,000,000 shares authorized; issued &
outstanding -0- as of March 31, 2009 & December 31,
2008
|
- | - | - | |||||||||
Additional
paid-in capital
|
19,392 | 19,397 | 19,392 | |||||||||
Accumulated
earnings
|
6,415 | 16,181 | 16,181 | |||||||||
Total
Stockholders' Equity
|
25,812 | 35,578 | 35,578 | |||||||||
Total
Liabilities and Stockholders' Equity
|
$ | 66,579 | $ | 140,606 | $ | 140,606 |
*Pro Forma
|
||||||||||||
For the Three Month Periods Ending
|
||||||||||||
March 31,
|
March 31,
|
March 31,
|
||||||||||
2009
|
2008
|
2008
|
||||||||||
Revenue
|
$ | 24,755 | $ | 40,915 | $ | 40,915 | ||||||
Operating
expenses:
|
||||||||||||
Cost
of sales
|
16,394 | 27,867 | 27,867 | |||||||||
Selling,
general & administrative expenses
|
18,127 | 14,114 | 14,114 | |||||||||
Total
operating expenses
|
34,521 | 41,981 | 41,981 | |||||||||
Operating
income
|
(9,766 | ) | (1,066 | ) | (1,066 | ) | ||||||
Income
before income taxes
|
(9,766 | ) | (1,066 | ) | (1,066 | ) | ||||||
Provision
for income taxes
|
0 | 0 | 0 | |||||||||
Net
loss
|
(9,766 | ) | (1,066 | ) | (1,066 | ) | ||||||
Earnings
per share:
|
||||||||||||
Basic
& fully diluted
|
$ | (0.0030 | ) | $ | (10.6600 | ) | $ | (0.0003 | ) | |||
Weighted
average shares outstanding:
|
||||||||||||
Basic
& fully diluted
|
3,300,027 | 100 | 3,300,027 |
For the Three Month Periods Ended
|
||||||||
March 31,
|
March 31
|
|||||||
2009
|
2008
|
|||||||
Cash
Flows From Operating Activities
|
||||||||
Net
income (loss)
|
$ | (9,766 | ) | $ | (1,066 | ) | ||
(Increase)
decrease in operating assets:
|
||||||||
Accounts
receivable
|
33,289 | 1,818 | ||||||
Accounts
receivable - related party
|
11,278 | 6,735 | ||||||
Inventory
& prepaid expenses
|
(1,044 | ) | (23,285 | ) | ||||
Increase
(decrease) in operating liabilities:
|
||||||||
Accounts
payable, accrued expenses, income taxes payable & deferred taxes
payable
|
(12,781 | ) | 10,969 | |||||
Accounts
payable - related party
|
(51,480 | ) | - | |||||
Net
cash provided from operating activities
|
$ | (30,504 | ) | $ | (4,829 | ) | ||
Net
increase (decrease) in cash
|
$ | (30,504 | ) | $ | (4,829 | ) | ||
Cash
- beginning of period
|
$ | 43,717 | $ | 5,074 | ||||
Cash
- end of period
|
$ | 13,213 | $ | 245 |
Additional
|
Accumulated
|
Total
|
||||||||||||||||||||||
Common Stock
|
Preferred Stock
|
Paid-In
|
Retained
|
Stockholders'
|
||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Capital
|
Earnings
|
Equity
|
|||||||||||||||||||
Balance
at January 1, 2007
|
100 | $ | 0.0001 | - | $ | 19,397 | $ | - | $ | 19,397 | ||||||||||||||
Net
income
|
- | 7,789 | 7,789 | |||||||||||||||||||||
Balance
at December 31, 2007
|
100 | $ | 0.0001 | - | $ | 19,397 | $ | 7,789 | $ | 27,186 | ||||||||||||||
Net
income
|
- | 8,392 | 8,392 | |||||||||||||||||||||
Balance
- December 31, 2008
|
100 | $ | 0.0001 | - | $ | 19,397 | $ | 16,181 | $ | 35,578 | ||||||||||||||
Stock
redeemed
|
(100 | ) | $ | (0.0001 | ) | - | - | - | $ | (0 | ) | |||||||||||||
Stock
issued
|
4,500,000 | $ | 4.5000 | (5 | ) | - | - | |||||||||||||||||
- | ||||||||||||||||||||||||
Net
loss
|
- | (9,766 | ) | (9,766 | ) | |||||||||||||||||||
- | ||||||||||||||||||||||||
Balance
- March 31, 2009
|
4,500,000 | $ | 4.5000 | - | $ | 19,392 | $ | 6,415 | $ | 25,812 |
NOTE
1-
|
BASIS OF
PRESENTATION
|
NOTE
2 -
|
GOING
CONCERN
|
NOTE
3-
|
STOCKHOLDERS’
EQUITY
|
NOTE
4 -
|
RELATED PARTY
TRANSACTIONS
|
NOTE
9 -
|
SUBSEQUENT EVENTS
(UNAUDITED)
|
SEC
Registration Fee
|
$ | 5.58 | ||
Accounting
Fees and Expenses
|
12,500.00 | |||
Legal
Fees and Expenses
|
25,000.00 | |||
Escrow
Agent Fees
|
400.00 | |||
Transfer
Agent Fees
|
1,000.00 | |||
Miscellaneous
|
94.42 | |||
Total
|
$ | 39,000.00 |
Name and Address
|
Date
|
Shares
|
Consideration
|
|||||||
Kevin
A. Lynch
1309
S. Roosevelt
Columbus,
Ohio 43209
|
August
8, 2006
|
100 | $ | 1.00 | ||||||
Jennifer
H. Jarvis
74
Auburn Ave.
Columbus,
Ohio 43205
|
January
24, 2009
|
4,500,000 | $ | 45,000.00 |
Exhibit No.
|
Document Description
|
|
3.1
|
Certificate
of Incorporation, as amended.
|
|
3.2
|
By-laws.
|
|
5.1
|
Opinion
of Greenberg Traurig, LLP regarding the legality of the shares being
registered.
|
|
10.1
|
Form
of Sales Invoice provided to customers.
|
|
14.1
|
Code
of Business Conduct and Ethics.
|
|
14.2
|
Code
of Ethics for the CEO and Senior Financial Officers.
|
|
23.1
|
Consent
of Greenberg Traurig, LLP (included in the opinion filed as Exhibit
5.1).
|
|
23.2*
|
Consent
of W.T. Uniack & Co. CPA’s P.C.
|
|
99.1
|
Subscription
Agreement.
|
|
99.2
|
Escrow
Agreement.
|
K-KITZ, INC. | |
By:
|
/s/ Jennifer H.
Jarvis
|
Jennifer
H. Jarvis
President,
Chief Executive Officer and Chief
Financial
Officer
(principal
executive officer and principal financial
and
accounting
officer)
|
Signature
|
Title
|
Date
|
||
/s/ Jennifer
H. Jarvis
|
President,
Chief Executive Officer, Chief
|
June
15, 2009
|
||
Jennifer
H. Jarvis
|
Financial
Officer and Director (principal
executive
officer and principal financial
and
accounting officer)
|
|||
/s/
Michael
J. Funtjar
|
Chief
Operating Officer, Secretary and
|
June 15,
2009
|
||
Michael
J. Funtjar
|
Director |
/s/
|
W.T.
Uniack & Co. CPA’s P.C.
|
|
W.T.
Uniack & Co. CPA’s P.C.
|
|
Re:
|
K-Kitz,
Inc.
|
|
Amendment
No. 1 to Registration Statement on Form
S-1
|
|
Filed
April 6, 2009
|
|
File No.
333-158426
|
Year ended December 31,
|
||||||||
2008
|
2007
|
|||||||
Current
taxes:
|
||||||||
State
& local
|
$ | 450 | $ | 418 | ||||
Current
taxes
|
$ | 450 | $ | 418 | ||||
Deferred
taxes
|
$ | 1,562 | $ | 1,448 | ||||
Provision
for income taxes
|
$ | 2,012 | $ | 1,866 |
2008
|
2007
|
||||
$ |
1,562
|
$ | 1,448 |
Very
truly yours,
|
/s/
Spencer G. Feldman
|
Spencer
G. Feldman
|
cc:
|
Scott
Anderegg, Esq., Staff Attorney
|
|
Mr.
Andrew Blume, Accountant
|
|
Mara
Ransom, Esq., Legal Branch Chief
|
|
Division
of Corporation Finance
|
|
Ms.
Jennifer Jarvis
|
|
K-Kitz,
Inc.
|