|
[X]
|
QUARTERLY REPORT UNDER SECTION
13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF
1934
|
|
[ ]
|
TRANSITION REPORT UNDER SECTION
13 OR 15 (D) OF THE
SECURITIES
EXCHANGE ACT OF
1934
|
|
Nevada
|
88-0433489
|
|
--------------------------------------
|
--------------------------------------
|
|
(State
or Other Jurisdiction of
|
(IRS
Employer
|
|
Incorporation
or Organization)
|
Identification
No.)
|
|
5570A
KENNEDY ROAD
|
|
MISSISSAUGA
ONTARIO, CANADA L4Z2A9
|
|
(Address
of Principal Executive Offices)
|
|
Large
accelerated filer
¨
|
Accelerated
filer
¨
|
|
Non-accelerated
filer
¨
|
Smaller
Reporting Company
x
|
|
Title
|
Outstanding
|
|
Common
Stock, $0.001 par value
|
67,333,319
|
|
INDEX
|
PAGE
|
|
Interim
Consolidated Balance Sheets
|
1 -
2
|
|
Interim
Consolidated Statements of Income and Accumulated Deficit
|
3
|
|
Interim
Consolidated Statements of Cash Flows
|
5
|
|
Notes
to the Interim Consolidated Financial Statements
|
6 -
12
|
|
As
at
April
30,
2008
(unaudited)
$
|
As
at
January
31,
2008
(audited)
$
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT
|
||||||||
|
Cash
|
53,697 | 73,149 | ||||||
|
Accounts
receivable
|
195,264 | 84,045 | ||||||
|
Inventories (Note
3)
|
239,985 | 302,934 | ||||||
|
Prepaid
expenses
|
91,542 | 118,964 | ||||||
|
TOTAL
CURRENT ASSETS
|
580,488 | 579,092 | ||||||
|
DEPOSITS
ON EQUIPMENT AND PATENTS
|
56,061 | 278,707 | ||||||
|
EQUIPMENT AND PATENTS
(Note 4)
|
1,140,807 | 925,241 | ||||||
|
FUTURE INCOME TAXES
(Note 5)
|
392,595 | 393,925 | ||||||
| 2,169,951 | 2,176,965 | |||||||
|
As
at
April
30,
2008
(unaudited)
$
|
As
at
January
31,
2008
(audited)
$
|
|||||||
|
LIABILITIES
|
||||||||
|
CURRENT
|
||||||||
|
Bank
indebtedness
|
129,265 | - | ||||||
|
Accounts payable and accrued
liabilities
|
996,640 | 1,161,791 | ||||||
|
Unearned
revenue
|
95,703 | 60,364 | ||||||
|
Short term loan
|
96,321 | - | ||||||
|
Promissory note payable (Note
7(e))
|
200,000 | - | ||||||
|
TOTAL
CURRENT LIABILITIES
|
1,517,929 | 1,222,155 | ||||||
|
ADVANCES
FROM SHAREHOLDER
(Note
6)
|
227,795 | 136,498 | ||||||
| 1,745,724 | 1,358,653 | |||||||
|
SHAREHOLDERS'
EQUITY
|
||||||||
|
CAPITAL
STOCK
(Note 7)
|
||||||||
|
Preferred stock, $0.001 par
value, 25,000,000 shares
authorized and none issued and
outstanding
|
||||||||
|
Common stock, $0.001 par value,
175,000,000 shares
authorized
and 67,333,319 (January 31, 2008 – 75,333,319)
shares
issued and outstanding
|
67,333 | 75,333 | ||||||
|
ADDITIONAL PAID-IN CAPITAL
(Note 7)
|
3,624,029 | 4,845,029 | ||||||
|
SUBSCRIPTIONS RECEIVABLE
(Note 7)
|
(930,000 | ) | (2,730,000 | ) | ||||
|
ACCUMULATED OTHER COMPREHENSIVE
INCOME
(Note 7)
|
(8,406 | ) | (11,230 | ) | ||||
|
WARRANTS
(Note
8)
|
378,000 | 1,149,000 | ||||||
|
(ACCUMULATED DEFICIT)
(Note 7)
|
(2,706,729 | ) | (2,509,820 | ) | ||||
| 424,227 | 818,312 | |||||||
| 2,169,951 | 2,176,965 | |||||||
| $ | 2008 | $ | 2007 | |||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
|
Net (loss) for the
period
|
(196,909 | ) | (259,270 | ) | ||||
|
Adjustments
for:
|
||||||||
|
Amortization
|
48,854 | 28,348 | ||||||
|
Shares issued for services
provided
|
- | 6,500 | ||||||
|
Future income
taxes
|
- | (132,176 | ) | |||||
| (148,055 | ) | (356,598 | ) | |||||
|
Changes
in non-cash working capital:
|
||||||||
|
(Increase) decrease in accounts
receivable
|
(111,747 | ) | 194,124 | |||||
|
Decrease (increase) in
inventories
|
62,062 | (259,486 | ) | |||||
|
Decrease in prepaid
expenses
|
27,079 | 81,671 | ||||||
|
(Decrease) increase in accounts
payable and
accrued
liabilities
|
(161,583 | ) | 79,861 | |||||
|
Increase in unearned
revenue
|
35,620 | - | ||||||
| (148,569 | ) | 96,170 | ||||||
|
Cash
flows from operating activities
|
(296,624 | ) | (260,428 | ) | ||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
|
Issuance of capital
stock
|
- | 500,000 | ||||||
|
Increase in short-term
loans
|
226,080 | - | ||||||
|
(Decrease) in capital lease
obligation
|
- | (12,893 | ) | |||||
|
Increase (decrease) in advances
from shareholder
|
91,959 | (179,816 | ) | |||||
|
Cash
flows from financing activities
|
318,039 | 307,291 | ||||||
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||
|
Purchase of equipment and
patents
|
(36,393 | ) | (7,679 | ) | ||||
|
Deposits on equipment and
patents
|
(9,439 | ) | (4,637 | ) | ||||
|
Cash
flows from investing activities
|
(45,832 | ) | (12,316 | ) | ||||
|
EFFECT
OF EXCHANGE RATE CHANGES ON CASH
|
4,965 | (37,729 | ) | |||||
|
(Decrease)
in cash
|
(19,452 | ) | (3,182 | ) | ||||
|
Cash,
beginning of period
|
73,149 | 22,710 | ||||||
|
Cash,
end of period
|
53,697 | 19,528 | ||||||
|
SUPPLEMENTAL
INFORMATION:
|
||||||||
|
Interest
paid
|
1,036 | 2,394 | ||||||
|
Subscriptions
receivable rescinded (Note 7(e))
|
1,800,000 | - | ||||||
|
Issuance
of promissory note (Note 7(e))
|
200,000 | - | ||||||
|
Warrants
rescinded (Note 7(e))
|
771,000 | - |
|
|
KMA
Global Solutions International, Inc. (“KMA International” or the
“Company”) is engaged in the supply of Electronic Article Surveillance
(“EAS”) solutions, focusing on providing customized solutions in the
apparel, multi media, sporting goods, food and pharmaceutical
industries.
|
|
April
30,
2008
$
|
January
31,
2008
$
|
|||||||
|
Finished
goods
|
67,358 | 111,683 | ||||||
|
Raw
materials
|
172,627 | 191,251 | ||||||
| 239,985 | 302,934 | |||||||
|
Cost
$
|
Accumulated
Amortization
$
|
April
30,
2008
Net
$
|
||||||||||
|
Equipment
|
1,730,069 | 802,446 | 927,623 | |||||||||
|
Patents
|
140,265 | 29,913 | 110,352 | |||||||||
|
Computer
equipment
|
76,648 | 38,366 | 38,282 | |||||||||
|
Leasehold
improvements
|
75,339 | 24,374 | 50,965 | |||||||||
|
Office
furniture
|
20,576 | 6,991 | 13,585 | |||||||||
| 2,042,897 | 902,090 | 1,140,807 | ||||||||||
|
Cost
$
|
Accumulated
Amortization
$
|
January
31,
2008
Net
$
|
||||||||||
|
Equipment
|
1,591,033 | 846,725 | 744,308 | |||||||||
|
Patents
|
95,170 | 27,931 | 67,239 | |||||||||
|
Computer
equipment
|
76,805 | 35,631 | 41,174 | |||||||||
|
Leasehold
improvements
|
75,339 | 17,726 | 57,613 | |||||||||
|
Office
furniture
|
20,595 | 5,688 | 14,907 | |||||||||
| 1,858,942 | 933,701 | 925,241 | ||||||||||
|
April
30,
2008
$
|
April
30,
2007
$
|
|||||||
|
Income
tax provision at a combined Canadian federal
and
provincial statutory rate of 36.12% (2007-36.12%)
|
(71,124 | ) | (141,390 | ) | ||||
|
Decrease
due to:
|
||||||||
|
Other
|
- | 9,214 | ||||||
|
Valuation
allowance
|
71,124 | - | ||||||
| - | (132,176 | ) | ||||||
|
|
Significant
components of the Company’s future income tax assets and liabilities are
as follows:
|
|
April
30,
2008
$
|
January
31,
2008
$
|
|||||||
|
Future
income tax assets:
Losses carried
forward
|
1,225,051 | 1,134,131 | ||||||
|
Future
income tax liabilities:
Equipment and
patents
|
137,136 | 72,398 | ||||||
|
Valuation
allowance
|
(969,592 | ) | (812,604 | ) | ||||
|
Future
tax asset
|
392,595 | 393,925 | ||||||
|
7.
|
SHAREHOLDERS’
EQUITY
|
|
Common
Shares
$
|
Par
Value
$
|
Additional
Paid-in
Capital
$
|
Subscriptions
Receivable
$
|
Comp.
Income
$
|
Accumulated
losses
$
|
|||||||||||||||||||
|
Opening
Balance, January 31,
2007
|
42,065,991 | 42,066 | 729,098 | - | 51,031 | (653,421 | ) | |||||||||||||||||
|
Issuance
of shares for
financing, net (a)
|
10,000,000 | 10,000 | 965,000 | - | - | - | ||||||||||||||||||
|
Warrant
valuation allocation(a)
|
- | - | (346,000 | ) | - | - | - | |||||||||||||||||
|
Issuance
of shares for
agent fees (a)
|
1,000,000 | 1,000 | - | - | - | - | ||||||||||||||||||
|
Issuance
of agent warrants
on financing (a)
|
- | - | (90,000 | ) | - | - | - | |||||||||||||||||
|
Issuance
of shares for
consulting
services
|
1,867,328 | 1,867 | 337,183 | - | - | - | ||||||||||||||||||
|
Warrants
exercised, net (d)
|
11,000,000 | 11,000 | 2,134,000 | (930,000 | ) | - | - | |||||||||||||||||
|
Warrant
valuation allocation
on
exercise
|
- | - | 436,000 | - | - | - | ||||||||||||||||||
|
Issuance
of shares, net (e)
|
8,000,000 | 8,000 | 1,942,000 | (1,800,000 | ) | - | - | |||||||||||||||||
|
Warrant
valuation allocation
(Note
8)
|
- | - | (771,000 | ) | - | - | - | |||||||||||||||||
|
Issuance
of shares for
agent fees and
warrant
valuation
(e)
|
1,400,000 | 1,400 | (378,000 | ) | - | - | - | |||||||||||||||||
|
Share
issue costs
|
- | - | (113,252 | ) | - | - | - | |||||||||||||||||
|
Currency
translation
adjustment
|
- | - | - | - | (62,261 | ) | - | |||||||||||||||||
|
Net
loss January 31, 2008
|
- | - | - | - | - | (1,856,399 | ) | |||||||||||||||||
|
January
31, 2008
|
75,333,319 | 75,333 | 4,845,029 | (2,730,000 | ) | (11,230 | ) | (2,509,820 | ) | |||||||||||||||
|
Shares
held for cancellation
|
(8,000,000 | ) | (8,000 | ) | (1,992,000 | ) | 1,800,000 | - | - | |||||||||||||||
|
Warrants
rescinded –
valuation
allocation
|
- | - | 771,000 | - | - | - | ||||||||||||||||||
|
Currency
translation adjustment
|
- | - | - | - | 2,824 | - | ||||||||||||||||||
|
Net
loss April 30, 2008
|
- | - | - | - | - | (196,909 | ) | |||||||||||||||||
|
April
30, 2008
|
67,333,319 | 67,333 | 3,624,029 | (930,000 | ) | (8,406 | ) | (2,706,729 | ) | |||||||||||||||
|
|
(a)
|
On
January 15, 2007, a group of investors agreed to purchase 10,000,000
shares of the Company’s common stock at a price of USD $0.10 per
share. The total purchase price of $1,000,000 was
paid to KMA International as follows: (i) $500,000 payable upon closing
and (ii) $500,000 payable within 30 days of the effective date of the
Registration Statement. The agreement includes 10,000,000 Warrants issued
to the investors (exercised), which shall be exercisable only within 2
years of the effective date of the Registration Statement, at an exercise
price of $0.20 per share. Upon closing, the Agent was paid a fee of 10% of
the gross value received or 1,000,000 common shares which was charged to
share issue costs, together with Warrants exercisable within 2 years of
the effective date of the Registration Statement, at an exercise price
of $0.20 per share (exercised). The shares of common
stock were registered on March 12, 2007. Deferred share issue
costs of $25,000 were charged to additional paid-in capital on this
transaction.
The fair value of
these warrants was estimated using the Black-Scholes option model with the
following assumptions: dividend yield 0%, expected volatility of 100%,
risk-free interest rate of 4.1% and an expected life of two
years. The fair value assigned to these warrants was $436,000,
which was allocated as $346,000 to additional paid-in capital and $90,000
to share issue costs.
|
|
7.
|
SHAREHOLDERS’
EQUITY
|
|
|
(b)
|
On
January 19, 2007, KMA International agreed to issue 1,000,000 common
shares at $0.20 per share with piggyback registration rights in
exchange for consulting services.
|
|
|
(c)
|
On
January 31, 2007, KMA International issued 207,328 common shares for
consulting services. The shares were valued as follows; 71,429
common shares at $0.14 per share, 59,701 common shares at $0.17 per share,
57,471 common shares at $0.17 per share and 18,727 common shares at $0.53
per share.
|
|
|
(d)
|
During
the year ended January 31, 2008, KMA International issued 11,000,000
common shares pursuant to the exercise of warrants at an exercise price of
$0.20 per share. The company received $1,270,000 and $930,000
has been recorded as a subscription receivable. Deferred share
issue costs of $55,000 were charged to additional paid-in capital on this
transaction.
|
|
|
(e)
|
On
September 21, 2007, KMA International agreed to issue 8,000,000 shares of
common stock at $0.25 per share in connection with a private offering. The
purchase price of the shares is $2,000,000 which will be paid as follows:
(i) $200,000 shall be due upon the filing of the registration statement;
(ii) a payment of $600,000 shall be due 60 days after the
effective date of the registration statement; (iii) an additional payment
of $600,000 shall be due 90 days after the effective date of the
registration statement; and (iv) a final payment is due 120 days after the
effective date of the registration statement. As at January 31, 2008, the
company received $200,000 and recorded $1,800,000 as a subscription
receivable. The purchasers of the shares also received warrants
to acquire an additional 8,000,000 shares of common stock at an exercise
price of $0.30 per share for a period of 2 years. The agent for
the investors received a fee of 1,400,000 shares of common stock at $0.43
per share and warrants to acquire 1,400,000 of common stock at an exercise
price of $0.30 per share for a period of 2 years. Deferred share issue
costs of $50,000 were charged to additional paid-in capital on this
transaction.
|
|
|
Equity Compensation
Plan
|
|
April
30, 2008
|
January
31, 2008
|
|||||||||||||||
|
Number
of warrants
|
Weighted
Average
Exercise
Price
$
|
Number
of warrants
|
Weighted
Average
Exercise
Price
$
|
|||||||||||||
|
Balance,
beginning of period
|
9,400,000 | 0.30 | - | - | ||||||||||||
|
Granted, private
placement
|
- | - | 10,000,000 | 0.20 | ||||||||||||
|
Granted, agent warrants
as
share issue
costs
|
- | - | 1,000,000 | 0.20 | ||||||||||||
|
Warrants
exercised
|
- | - | (11,000,000 | ) | 0.20 | |||||||||||
|
Granted, private
placement
|
- | - | 8,000,000 | 0.30 | ||||||||||||
|
Granted, agent warrants
as
share issue
costs
|
- | - | 1,400,000 | 0.30 | ||||||||||||
|
Warrants
rescinded
|
(8,000,000 | ) | 0.30 | - | - | |||||||||||
|
Balance,
end of period
|
1,400,000 | 0.30 | 9,400,000 | 0.30 | ||||||||||||
|
Number
of
Warrants
|
Exercise
Price
|
Expiry
Date
|
Fair
Value
|
|
$
|
$
|
||
|
1,400,000
|
0.30
|
September
21, 2009
|
378,000
|
|
(a)
|
The
Company is committed to minimum annual rentals under long-term leases for
premises with various expiry dates to March 14, 2010. Minimum
rental commitments remaining under these leases approximate $267,600
including $151,900 due within one year, $81,700 due in 2010 and $34,000
due in 2011.
|
|
(b)
|
The
Company has entered into various vehicle leases and has accounted for them
as operating leases. Obligations due approximate $20,600
including $18,100 within one year and $2,500 due in
2010.
|
|
11.
|
SEGMENTED
OPERATIONS
|
|
April
30, 2008
|
||||||||||||||||
|
Canada
$
|
Hong
Kong
$
|
U.S.
$
|
Total
$
|
|||||||||||||
|
Assets
|
1,629,783 | 530,054 | 10,114 | 2,169,951 | ||||||||||||
|
Liabilities
|
1,407,962 | 130,762 | 207,000 | 1,745,724 | ||||||||||||
|
Sales
|
411,301 | 712,590 | - | 1,123,891 | ||||||||||||
|
Selling,
general and
administrative
expenses
|
356,080 | 101,059 | 42,823 | 499,962 | ||||||||||||
|
Fiscal
Years
|
||||||||||||||||
|
Three
Months ended April 30
|
||||||||||||||||
|
2008
|
2007
|
|||||||||||||||
|
Sales
|
1,123,891 | 100 | % | 1,199,676 | 100 | % | ||||||||||
|
Cost
of Sales
|
820,838 | 73.0 | % | 899,080 | 74.9 | % | ||||||||||
|
Gross
Profit
|
303,053 | 27.0 | % | 300,596 | 25.1 | % | ||||||||||
|
Selling
General & Administrative
Expenses
|
499,962 | 44.5 | % | 692,042 | 57.7 | % | ||||||||||
|
Loss
Before Income Taxes
|
(196,909 | ) | (17.5 | %) | (391,446 | ) | (32.6 | )% | ||||||||
|
Net
Loss
|
(196,909 | ) | (17.5 | %) | (259,270 | ) | (21.6 | %) | ||||||||
|
Three
Months ended April 30,
|
||||||||
|
2008
|
2007
|
|||||||
|
$
|
$
|
|||||||
|
Net
cash from operating activities
|
(296,624 | ) | (260,428 | ) | ||||
|
Net
cash from investing activities
|
(45,832 | ) | (12,316 | ) | ||||
|
Net
cash from financing activities
|
318,039 | 307,291 | ||||||
|
Effect
of currency translation adjustments
|
4,965 | (37,729 | ) | |||||
|
Total
change in cash and cash equivalents
|
(19,452 | ) | (3,182 | ) | ||||
|
Exhibit
No.
|
Exhibit
Description
|
|
31#
|
Certifications
of Chief Executive Officer and Chief Financial Officer under Exchange Act
Rule 13a-14(a)
|
|
32#
|
Certifications
of Chief Executive Officer and Chief Financial Officer under 18 U.S.C.
1350.
|
|
#
|
Filed
herewith.
|
|
June
16, 2007
|
By:
/s/
Jeffrey D. Reid
|
|
Date: June
16, 2008
|
/s/ Jeffrey D.
Reid
|