FORM
10-Q
 
 UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 x QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
 EXCHANGE
ACT OF 1934
 
 For
the quarterly period ended December 31, 2008
 
 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:333-145659
 
 N8
Concepts, Inc.
 (Exact
name of registrant as specified in its charter)
 
 Colorado
              20-8677788(State
      or other jurisdiction of
                incorporation
      or organization)
              (I.R.S.
      Employer Identification No.)
 
 1869
W. Littleton Blvd., Littleton, Colorado 80120
 (Address
of principal executive offices)
 
 Registrant's
telephone number, including area code:(303) 738-8994
 
 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 is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated filer” and “small reporting company” in
Rule 12b-2 of the Exchange Act. (Check one):
 Large
      accelerated filer [ ]
              Accelerated filer [ ]
              Non-accelerated
      filer [ ]
              Smaller
      reporting company [X](Do
      not check if a smallerreporting company)
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [X]     No
[  ]
 
 The
number of shares of common stock outstanding as of December 31, 2008 was
6,500,000.
  
  
 TABLE
OF CONTENTS
 
 N8
Concepts, Inc.
 
  Part I. Financial
      Information:Item
      1.
                              Financial
      Statements—Unaudited:Unaudited
      Condensed Balance Sheets
                              4Unaudited
      Condensed Statements of Operations
                              5Unaudited
      Condensed Statements of Operations
                              6Notes
      to Unaudited Condensed Financial Statements
                              7Item
      2.
                              Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                              9Item
      3.
                              Quantitative
      and Qualitative Disclosures About Market Risk
                              10Item
      4.
                              Controls
      and Procedures
                              10Part
      II. Other Information:Item
      1.
                              Legal
      Proceedings
                              10Item
      1A.
                              Risk
      Factors
                              10Item
      2.
                              Unregistered
      Sales of Equity Securities and Use of Proceeds
                              10Item
      3.
                              Defaults
      Upon Senior Securities
                              11Item
      4.
                              Submission
      of Matters to a Vote of Security Holders
                              11Item
      5.
                              Other
      Information
                              11Item
      6.
                              Exhibits
                              11Signatures
                              11
 
  -
2 -
  
 Cautionary
Language About Forward-Looking Statements
 
 This
Quarterly Report on Form 10-Q contains certain statements that are, or may be
deemed to be, “forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and are made in reliance
upon the protections provided by such acts for forward-looking
statements.  Such statements are not based on historical fact, but are
based upon numerous assumptions about future conditions that may not
occur.  Forward-looking statements are generally identifiable by use
of forward-looking words such as “may,” “will,” “should,” “intend,” “estimate,”
“believe,” “expect,” “anticipate,” “project” and similar
expressions.  Readers are cautioned not to place undue reliance on any
forward-looking statements made by us or on our behalf.  Any such
statement speaks only as of the date the statement was made.  We do
not undertake any obligation to publicly update or correct any forward-looking
statements to reflect events or circumstances that subsequently occur, or of
which we hereafter become aware.  Actual events, transactions and
results may materially differ from the anticipated events, transactions or
results described in such statements.  These forward-looking
statements are necessarily estimates reflecting the best judgment of our
management and involve a number of risks and uncertainties, some of which may be
beyond our control, that could cause actual results to differ materially from
those suggested by the forward-looking statements, including, without
limitation:
  l
                  the
      pace and sustainability of acceptance of our brands;l
                  our
      ability to convert our business model quickly and successfully from a
      retail model to a wholesale model;l
                  our
      ability to compete in a crowded business space with low barriers to
      entry;l
                  our
      ability to generate sustainable revenues and profits through sales by
      means of limited sales channels, namely, the Internet;l
                  changing
      retail environments and fashion trends in the athletic apparel industry;
      andl
                  changes
      in the level of consumer discretionary spending for sports logo apparel in
      view of general economic
conditions;
 We cannot
be certain that our business strategy will be successful or that we will
successfully address these and other challenges, risks, and
uncertainties.  For a further list and description of various risks,
relevant factors, and uncertainties that could cause future results or events to
differ materially from those expressed or implied in our forward-looking
statements, see the “Risk Factors” section contained in the prospectus prepared
in connection with our initial public offering and other filings with the
SEC.
 
 
 PART
I.  FINANCIAL INFORMATION
 
 Item
1.  Financial Statements
 
 
  -
3 -
  
 N8
Concepts, Inc.
 (A
Development Stage Company)
 Balance
Sheets
 
 December
      31,
                                            
                                            
                                            June
      30,2008
                                            
                                            
                                            2008(Unaudited)AssetsAssets:Cash
                                            
                                            $
                                            9,013
                                            
                                            
                                            $
                                            35,000Total
      current assets
                                            
                                            
                                            9,013
                                            
                                            
                                            
                                            35,000Intangible
      assets:Website, less accumulated amortizationof $1,802 (unaudited) and $1,013, respectively
                                            
                                            
                                            2,933
                                            
                                            
                                            
                                            3,722Trademark
                                            
                                            
                                            3,300
                                            
                                            
                                            
                                            2,400Deferred costs
                                            
                                            
                                            7,057
                                            
                                            
                                            
                                            7,057Deposit
                                            
                                            
                                            250
                                            
                                            
                                            
                                            250Total
      assets
                                            
                                            $
                                            22,553
                                            
                                            
                                            $
                                            48,429Liabilities
      and Shareholders’ EquityCurrent
      liabilities:Accounts
      payable and accrued liabilities
                                            
                                            $
                                            38
                                            
                                            
                                            $
                                            4,297Indebtedness
      to related party (Note 2)
                                            
                                            
                                            707
                                            
                                            
                                            
                                            956Total
      current liabilities
                                            
                                            
                                            745
                                            
                                            
                                            
                                            5,253Shareholders’
      equity (Note 4):Common stock, $.001 par value; 100,000,000 shares
    authorized,6,500,000 (unaudited) and 6,500,000 shares issued andoutstanding, respectively
                                            
                                            
                                            6,500
                                            
                                            
                                            
                                            6,500Additional paid-in capital
                                            
                                            
                                            99,400
                                            
                                            
                                            
                                            99,400Deficit accumulated during development stage
                                            
                                            
                                            (84,092
                                            )
                                            
                                            
                                            (62,724
                                            )Total
      shareholders’ equity
                                            
                                            
                                            21,808
                                            
                                            
                                            
                                            43,176$
                                            22,553
                                            
                                            
                                            $
                                            48,429
 
 See
accompanying notes to condensed financial statements
  -
4 -
  N8
Concepts, Inc.
 (A
Development Stage Company)
 Statements
of Operations
 (Unaudited)
 
 
 March
      21,2007(Inception)For
      The Three Months Ended
                      
                      
                      For
      The Six Months Ended
                      
                      
                      ThroughDecember
      31,
                      
                      
                      December
      31,
                      
                      
                      December
      31,2008
                      
                      
                      2007
                      
                      
                      2008
                      
                      
                      2007
                      
                      
                      2008Sales
                      
                      $
                      360
                      
                      
                      $
                      2,127
                      
                      
                      $
                      583
                      
                      
                      $
                      4,254
                      
                      
                      $
                      8,164Cost
      of goods sold
                      
                      
                      339
                      
                      
                      
                      1,915
                      
                      
                      
                      357
                      
                      
                      
                      3,829
                      
                      
                      
                      10,981Gross
      profit
                      
                      
                      21
                      
                      
                      
                      212
                      
                      
                      
                      226
                      
                      
                      
                      425
                      
                      
                      
                      (2,817
                      )Operating
      expenses:Selling,
      general and administrative expenses
                      
                      
                      8,341
                      
                      
                      
                      9,842
                      
                      
                      
                      21,594
                      
                      
                      
                      19,683
                      
                      
                      
                      80,381Contributed
      rent (Note 2)
                      
                      
                      -
                      
                      
                      
                      900
                      
                      
                      
                      -
                      
                      
                      
                      1,800
                      
                      
                      
                      900Operating
      loss
                      
                      
                      (8,320
                      )
                      
                      
                      (10,530
                      )
                      
                      
                      (21,368
                      )
                      
                      
                      (21,058
                      )
                      
                      
                      (84,098
                      )Other
      income:Interest
      income
                      
                      
                      —
                      
                      
                      
                      2
                      
                      
                      
                      —
                      
                      
                      
                      4
                      
                      
                      
                      6Loss
      before income taxes
                      
                      
                      (8,320
                      )
                      
                      
                      (10,528
                      )
                      
                      
                      (21,368
                      )
                      
                      
                      (21,054
                      )
                      
                      
                      (84,092
                      )Provision
      for income taxes (Note 5)
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —Net
      loss
                      
                      $
                      (8,320
                      )
                      
                      $
                      (10,528
                      )
                      
                      $
                      (21,368
                      )
                      
                      $
                      (21,054
                      )
                      
                      $
                      (84,092
                      )Basic
      and diluted loss per share
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.00
                      )Weighted
      average common shares outstanding
                      
                      
                      6,500,000
                      
                      
                      
                      5,500,000
                      
                      
                      
                      6,500,000
                      
                      
                      
                      5,500,000
 
 See
accompanying notes to condensed financial statements
  -
5 -
  N8
Concepts, Inc.
 (A
Development Stage Company)
 Statements
of Cash Flows
 (Unaudited)
 
 
 March
      21,2007(Inception)For
      The Six Months Ended
                                                  
                                                  
                                                  ThroughDecember
      31,
                                                  
                                                  
                                                  December
      31,2008
                                                  
                                                  
                                                  2007
                                                  
                                                  
                                                  2008Cash
      flows from operating activities:Net
      loss
                                                  
                                                  $
                                                  (21,368
                                                  )
                                                  
                                                  $
                                                  (21,054
                                                  )
                                                  
                                                  $
                                                  (84,092
                                                  )Adjustments
      to reconcile net loss to net cashused
      by operating activities:Depreciation
      and amortization
                                                  
                                                  
                                                  789
                                                  
                                                  
                                                  
                                                  324
                                                  
                                                  
                                                  
                                                  1,802Contributed
      rent
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  1,800
                                                  
                                                  
                                                  
                                                  900Changes
      in operating assets and liabilities:Receivables
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  46
                                                  
                                                  
                                                  
                                                  —Other
      assets
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  50
                                                  
                                                  
                                                  
                                                  (250
                                                  )Accounts
      payable and accrued liabilities
                                                  
                                                  
                                                  (4,259
                                                  )
                                                  
                                                  
                                                  2,051
                                                  
                                                  
                                                  
                                                  38Indebtedness
      to related party
                                                  
                                                  
                                                  (249
                                                  )
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  707Net
      cash used inoperating
      activities
                                                  
                                                  
                                                  (25,087
                                                  )
                                                  
                                                  
                                                  (16,783
                                                  )
                                                  
                                                  
                                                  (80,895
                                                  )Cash
      flows from investing activities:Payments
      for website development
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  (4,735
                                                  )Payments
      for trademark
                                                  
                                                  
                                                  (900
                                                  )
                                                  
                                                  
                                                  (3,800
                                                  )
                                                  
                                                  
                                                  (3,300
                                                  )Payments
      for deferred costs
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  (7,057
                                                  )Net
      cash used ininvesting
      activities
                                                  
                                                  
                                                  (900
                                                  )
                                                  
                                                  
                                                  (3,800
                                                  )
                                                  
                                                  
                                                  (15,092
                                                  )Cash
      flows from financing activities:Proceeds
      from issuance of debt
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  10,000
                                                  
                                                  
                                                  
                                                  —Proceeds
      from sale of common stock
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  2,500
                                                  
                                                  
                                                  
                                                  105,000Net
      cash provided byfinancing
      activities
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  12,500
                                                  
                                                  
                                                  
                                                  105,000Net
      change in cash andcash
      equivalents
                                                  
                                                  
                                                  (25,987
                                                  )
                                                  
                                                  
                                                  (8,083
                                                  )
                                                  
                                                  
                                                  9,013Cash
      and cash equivalents:Beginning
      of period
                                                  
                                                  
                                                  35,000
                                                  
                                                  
                                                  
                                                  10,864
                                                  
                                                  
                                                  
                                                  —End
      of period
                                                  
                                                  $
                                                  9,013
                                                  
                                                  
                                                  $
                                                  2,781
                                                  
                                                  
                                                  $
                                                  9,013Supplemental
      disclosure of cash flow information:Cash
      paid during the period for:Income
      taxes
                                                  
                                                  $
                                                  —
                                                  
                                                  
                                                  $
                                                  —
                                                  
                                                  
                                                  $
                                                  —Interest
                                                  
                                                  $
                                                  —
                                                  
                                                  
                                                  $
                                                  —
                                                  
                                                  
                                                  $
                                                  —
 
 See
accompanying notes to condensed financial statements
  -
6 -
  N8
CONCEPTS, INC.
 (A
Development Stage Company)
 Notes
to Condensed Financial Statements
 (Unaudited)
 
 
 (1) Basis
of Presentation
 
 The
condensed financial statements presented herein have been prepared by the
Company in accordance with the accounting policies in its audited financial
statements for the period ended June 30, 2008 as filed in its Form 10-K and
should be read in conjunction with the notes thereto.  The Company is
in the development stage in accordance with Statement of Financial Accounting
Standards (“SFAS”) No. 7.
 
 In the
opinion of management, the accompanying condensed financial statements contain
all adjustments (consisting only of normal recurring adjustments), which are
necessary to provide a fair presentation of operating results for the interim
periods presented.  Certain information and footnote disclosures,
normally included in the financial statements prepared in accordance with
generally accepted accounting principles, have been condensed or
omitted.  The results of operations presented for the three and six
months ended December 31, 2008 are not necessarily indicative of the results to
be expected for the year.
  Interim
financial data presented herein are unaudited.
 
 (2) Related
Party Transactions
 
 The
Company’s president contributed office space to the Company from inception
through June 30, 2007.  The office space was valued at $300 per month
based on the market rate in the local area and is included in the accompanying
financial statements as contributed rent expense with a corresponding credit to
additional paid-in capital.
 
 Commencing
July 1, 2007, the Company began paying its president for the use of the office
space at a rate of $300 per month.  All rent has been paid through
December 31, 2008.
 
 During
the six months ended December 31, 2008, the president paid certain selling,
general and administrative expenses on behalf of the Company.  As of
December 31, 2008, the Company owes the president $707, which is included in the
accompanying financial statements as indebtedness to related party.
 
 During
March 2007, the Company sold 5,000,000 shares of its restricted common stock to
its two officers for $5,000 ($.001/share).
 
 (3)  
Note Payable
 
 On
October 1, 2007, an investor loaned the Company $10,000 in exchange for a
promissory note.  The note carried no interest rate and matured on
March 1, 2008.  The Company repaid the entire note during February
2008.
  -
7 -
  N8
CONCEPTS, INC.
 (A
Development Stage Company)
 Notes
to Condensed Financial Statements
 (Unaudited)
 
 
 (4)      Shareholders’
Equity
 
 During
February, March and April 2008, the Company sold 1,000,000 shares of its common
stock at a price of $.075 per share for total proceeds of
$75,000.  The offering was made pursuant to the Company’s SB-2
registration statement that became effective in February 2008.  All
sales were conducted through the Company’s officers and directors.
 
 During
the period from May through July 2007, the Company offered for sale 500,000
shares of its common stock at a price of $0.05 per share.  The Company
sold all 500,000 shares for gross proceeds of $25,000.  The offering
was made in reliance on an exemption from registration of a trade in the United
States under Sections 4(2) and 4(6) of Regulation D of the United States
Securities Act of 1933, as amended. The Company relied upon exemptions from
registration believed by it to be available under federal and state securities
laws in connection with the offering.  All sales were conducted
through the Company’s officers and director.
 
 (5)      Income
Taxes
 
 The
Company records its income taxes in accordance with SFAS No. 109, “Accounting
for Income Taxes”.  The Company incurred net operating losses during
all periods presented resulting in a deferred tax asset, which was fully allowed
for; therefore, the net benefit and expense resulted in $-0- income
taxes.
 
  -
8 -
  Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
 
 Three
Months Ended December 31, 2008
 
 Results
of Operations
 
 Net
sales
 
 Sales for
the three months ended December 31, 2008 were $360 compared with $2,127 year
over year.  Sales for the period were off dramatically year over year
due in large part to the deteriorating economy and consumers' views toward
discretionary spending.  Management believes that the declines are
beginning to run deeper due to the economy and now holds some reservations about
the potential effectiveness of its wholesale model in the near
future.
 
 Cost
of Goods Sold
 
 Costs of
Goods Sold for the three months ended December 31, 2008 were $339. The company’s
COGS as a percentage of sales were in line with prior periods.
 
 Selling,
General, and Administrative Expenses
 
 Selling,
General, and Administrative Expenses for the three months ended December 31,
2008 were $8,341. The Company’s SG&A expenses for the period were in line
with the year over year number of $9,842.  The difference continues to
primarily be due to promotional product costs that the company is using to seed
its wholesale marketing strategy.
 
 Liquidity
and Capital Resources
 
 On
December 31, 2008, we had $9,013 cash on hand.  There are no known
major capital expenses that the Company is either aware of or has not already
allocated for.  However, the Company must begin to generate more
significant sales over the next Quarter to sustain its operations. The only
major capital expenditure that we could foresee in the near future would be some
form of trademark dispute similar to the one the Company settled in early 2008
with Callaway Golf Company. That dispute ended without litigation and somewhat
positively but still resulted in a cost of roughly $8,000 to the
Company. Obviously, the Company has limited resources remaining to continue
with the current burn rate and might have to potentially seek other funding
alternatives over the next six months.
 
 We are
aware that we must begin to move quickly into our next phase of growth in order
to sustain our operations. The Company’s long term vision and plan is to promote
a licensing strategy for its brands which requires it to generate enough
“street” credibility for the marks so as to give the Company the economic power
to negotiate independent licensing arrangements with companies with much more
manufacturing, marketing and distribution resources than the Company
has.
 
 Should
the Company not be successful in its next step of establishing some wholesale to
retail presence in the marketplace, it will become increasingly difficult to
establish the necessary economic power to negotiate such licensing
arrangements.
  We cannot
be certain that our business strategy will be successful or that we will
successfully address these and other challenges, risks, and
uncertainties.  For a further list and description of various risks,
relevant factors, and uncertainties that could cause future results or events to
differ materially from those expressed or implied in our forward-looking
statements, see the “Risk Factors” section contained in the prospectus prepared
in connection with our initial public offering and other filings with the
SEC.
  Off-Balance
Sheet Arrangements
 
 None
Applicable
  -
9 -
  Item
3. Quantitative and Qualitative Disclosures About Market Risk
 
 Not applicable
  Item
4. Controls and Procedures
 
 Disclosure
Controls and Procedures
 
 As of the
end of the period covered by this report, we carried out an evaluation, under
the supervision and with the participation of our principal executive officer
(who is also our principal financial officer), of the effectiveness of the
design and operation of our disclosure controls and procedures, or “disclosure
controls,” pursuant to Exchange Act Rule 15d-15(b). Disclosure controls are
controls and procedures designed to reasonably ensure that information required
to be disclosed in our reports filed under the Exchange Act, such as this
quarterly report, is recorded, processed, summarized and reported within the
time periods specified in the U.S. Securities and Exchange Commission’s rules
and forms. Disclosure controls include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to our
management, including our principal executive officer and principal financial
officer, or persons performing similar functions, as appropriate, to allow
timely decisions regarding required disclosure.  Based upon this
evaluation, our principal executive officer concluded that our disclosure
controls and procedures (as defined in Rule 15d-15(e) under the Exchange Act)
were effective.
 
 Changes
in Internal Control Over Financial Reporting
 
 During
the most recently completed fiscal quarter, there has been no change in our
internal control over financial reporting in connection with the evaluation
required by Rule 15d-15(d) under the Exchange Act that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.
 
 
 PART
II. OTHER INFORMATION
 
 Item
1. Legal Proceedings
 
 At this
time, the Company is unaware of any legal proceedings to which it is a potential
party.
 .
 Item
1A. Risk Factors
 
 Not
applicable
 
 Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
 
 We did
not sell any equity securities during the three months ended December 31,
2008.
 
 We did
not repurchase any of our securities during the three months ended December 31,
2008.
  -
10 -
   Item
3. Defaults Upon Senior Securities
 
 Not
Applicable
  
 Item
4. Submission of Matters to a Vote of Security Holders
 
 Not
Applicable
   Item
5. Other Information
 
 Not
Applicable
  
 Item 6.
Exhibits
  Exhibit
      No.
                  
                  Description31.1
                  
                  Certification
      of Chief Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act.31.2
                  
                  Certification
      of Principal Financial and Accounting Officer Pursuant to Section 302
      of the Sarbanes-Oxley Act.32.1
                  
                  Certification
      of Chief Executive Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act.32.2
                  
                  Certification
      of Principal Financial and Accounting Officer Pursuant to Section 906
      of the Sarbanes-Oxley Act.
 
 
 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.
   Registrant:
                
                N8
      Concepts, Inc.Date: 
      January 28, 2009
              By:
              /s/ James
      H. Watson, Jr.James
      H. Watson, Jr. , Principal Executive Officer and Principal Financial
      Officer
  
  -
11 -
  
 Exhibit Index
 Exhibit
      No.
                    
                    Description31.1
                    
                    Certification
      of Chief Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act.31.2
                    
                    Certification
      of Principal Financial and Accounting Officer Pursuant to Section 302
      of the Sarbanes-Oxley Act.32.1
                    
                    Certification
      of Chief Executive Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act.32.2
                    
                    Certification
      of Principal Financial and Accounting Officer Pursuant to Section 906
      of the Sarbanes-Oxley Act.
 - 12 -