SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
| x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2009
| ¨ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 333-158426
K-Kitz, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 20-5313323 |
| (State or Other Jurisdiction of | (I.R.S. Employer |
| Incorporation or Organization) | Identification No.) |
1630 Integrity Drive East, Columbus, Ohio 43209
(Address of Principal Executive Offices) (Zip Code)
(614) 449-8614
(Registrant’s Telephone Number, Including Area Code)
(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 o
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 o No o (not required)
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.
Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes o No x
As of November 12, 2009, there were 4,500,000 shares of the registrant’s common stock outstanding.
PORTIONS AMENDED
The Registrant hereby amends Part II, Item 2 contained in the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009, to report the use of proceeds and provide other information required by Item 701(f) of Regulation S-K.
Except as set forth in Item 2(b) below, no other changes are being made to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009.
PART II - OTHER INFORMATION
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
(a) Recent Sales of Unregistered Securities
None.
(b) Initial Public Offering and Use of Proceeds from Sales of Registered Securities
On November 12, 2009, the Registrant completed its initial public offering of 1,000,000 shares of common stock at an initial offering price of $0.05 per share, or an aggregate offering price of $50,000. The public offering commenced on October 6, 2009 pursuant to a Registration Statement on Form S-1 (No. 333-158426) that the U.S. Securities and Exchange Commission declared effective on September 29, 2009. The offering was terminated upon the completion of the minimum offering described in the Registration Statement. Of the 2,000,000 shares of common stock registered under the Registration Statement, 1,000,000 shares will not be sold. No underwriters were used in the public offering.
After deducting offering-related expenses of $39,000, the public offering resulted in net proceeds to the Registrant of $11,000. No offering expenses were paid directly or indirectly to any of the Registrant’s directors, officers or their associates, persons owning 10% or more of any class of the Registrant’s equity securities or any other of the Registrant’s affiliates. The Registrant has deposited the net proceeds of the public offering in a highly-rated U.S. financial institution. The Registrant is using the net proceeds of the public offering for its marketing efforts and for working capital, and there has been no material change in the Registrant’s planned use of proceeds from the public offering than what is described in the Registration Statement.
Exhibits required by Item 601 of Regulation S-K:
| | Number | Description |
| | | |
| | 3.1 | Certificate of Incorporation. (1) |
| | 3.2 | Bylaws. (1) |
| | | |
| | 31.1 | Certification as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer and Chief Financial Officer. |
| | | |
| | 32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer and Chief Financial Officer. |
| | (1) | Incorporated by reference to the exhibits included with Registration Statement on Form S-1 (No. 333-158426), declared effective by the U.S. Securities and Exchange Commission on September 29, 2009. |
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.
| | K-KITZ, INC. | |
| | | | |
| Date: November 19, 2009 | 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) | |
