Commission File
No. 000-53230
Indicate by
check mark whether the Registrant (1) has filed all reports required 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:
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).
Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. [ ]
Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act).
Indicate the
number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
PART
I
FINANCIAL
INFORMATION
ITEM 1. FINANCIAL
STATEMENTS
The
accompanying interim financial statements have been prepared in accordance with the instructions to Form 10-Q.
Therefore, they do not include all information and footnotes necessary for a complete presentation of financial
position, results of operations, cash flows, and stockholders’ equity in conformity with accounting principles generally
accepted in the United States of America. Except as disclosed herein, there has been no material change in the
information disclosed in the notes to the financial statements included in the Company’s Annual Report on Form 10-K for
the year ended March 31, 2019. In the opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been included, and all such adjustments are of a
normal recurring nature. Operating results for the three and six months ended September 30, 2019 are not necessarily
indicative of the results that can be expected for the year ending March 31, 2020.
1
PEPTIDE TECHNOLOGIES, INC.
BALANCE
SHEETS
(UNAUDITED)
|
|
September 30,
2019
|
|
March 31,
2019
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
1,053
|
|
$
|
88,546
|
|
|
Prepaid expenses
|
|
—
|
|
|
9,070
|
|
|
Prepaid inventories
|
|
244,870
|
|
|
—
|
|
|
Total Current Assets
|
|
245,923
|
|
|
97,616
|
|
|
|
|
|
|
|
|
|
|
Website, net of accumulated
amortization of $10,667 and $7,993 at September 30, 2019 and March 31, 2019, respectively
|
|
5,333
|
|
|
8,007
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
$
|
251,256
|
|
$
|
105,623
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’
DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
Accounts payable
|
$
|
167,574
|
|
$
|
38,348
|
|
|
Related party advances
|
|
130,992
|
|
|
130,990
|
|
|
Accrued compensation
|
|
221,192
|
|
|
221,192
|
|
|
Other accrued liabilities
|
|
14,667
|
|
|
14,778
|
|
|
Total Current Liabilities
|
|
534,425
|
|
|
405,308
|
|
|
|
|
|
|
|
|
|
|
Notes payable
|
|
137,256
|
|
|
70,000
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
671,681
|
|
|
475,308
|
|
|
|
|
|
|
|
|
|
|
Commitments and
Contingencies (Note 7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit
|
|
|
|
|
|
|
|
Common stock: $0.001 par value;
675,000,000 shares authorized; 127,112,660 shares issued and outstanding as of September 30, 2019 and March 31, 2019
|
|
127,113
|
|
|
127,113
|
|
|
Additional paid-in capital
|
|
776,963
|
|
|
776,963
|
|
|
Accumulated deficit
|
|
(1,324,501
|
)
|
|
(1,273,761
|
)
|
|
Total Stockholders’ Deficit
|
|
(420,425
|
)
|
|
(369,685
|
)
|
|
Total Liabilities and Stockholders’ Deficit
|
$
|
251,256
|
|
$
|
105,623
|
|
The
accompanying notes are an integral part of these unaudited financial statements.
2
PEPTIDE TECHNOLOGIES, INC.
STATEMENTS
OF OPERATIONS
(UNAUDITED)
|
|
|
Three
Months Ended
|
|
|
Six
Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
$
|
11,385
|
|
$
|
4,820
|
|
$
|
28,211
|
|
$
|
23,389
|
|
Sales and marketing
|
|
237
|
|
|
—
|
|
|
14,533
|
|
|
—
|
|
Total Operating Expenses
|
|
11,622
|
|
|
4,820
|
|
|
42,744
|
|
|
23,389
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Loss
|
|
(11,622
|
)
|
|
(4,820
|
)
|
|
(42,744
|
)
|
|
(23,389 )
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
(6,762
|
)
|
|
—
|
|
|
(9,889
|
)
|
|
—
|
|
Foreign currency gain
|
|
(86
|
)
|
|
11
|
|
|
1,893
|
|
|
7
|
|
Net Loss
|
$
|
(18,470
|
)
|
$
|
(4,809
|
)
|
$
|
(50,740
|
)
|
$
|
(23,382 )
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Loss per Common Share
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Weighted Average Number of
Common Shares Outstanding
|
|
127,112,660
|
|
|
127,112,660
|
|
|
127,112,660
|
|
|
127,112,660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these unaudited financial statements.
3
PEPTIDE TECHNOLOGIES, INC.
STATEMENTS
OF CASH FLOWS
(UNAUDITED)
|
|
For the Six Months Ended
|
|
|
|
September
30,
|
|
|
|
2019
|
|
2018
|
|
|
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
Net loss
|
$
|
(50,740
|
)
|
$
|
(23,382
|
)
|
|
Adjustments to reconcile net loss to cash used in operating
activities
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
2,674
|
|
|
2,674
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
Prepaid inventory
|
|
(235,800
|
)
|
|
—
|
|
|
Accounts payable and accrued liabilities
|
|
129,115
|
|
|
19,584
|
|
|
Net cash used in operating
activities
|
|
(154,751
|
)
|
|
(1,124
|
)
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing
Activities:
|
|
|
|
|
|
|
|
Website development
|
|
—
|
|
|
—
|
|
|
Net cash used in investing
activities
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing
Activities:
|
|
|
|
|
|
|
|
Related party advances
|
|
2
|
|
|
479
|
|
|
Proceeds from issuances of note
payable
|
|
67,256
|
|
|
—
|
|
|
Net cash provided by financing activities
|
|
67,258
|
|
|
479
|
|
|
|
|
|
|
|
|
|
|
Decrease in cash and equivalents
|
|
(87,493
|
)
|
|
(645
|
)
|
|
Cash and cash equivalents,
beginning of period
|
|
88,546
|
|
|
1,728
|
|
|
Cash and cash equivalents, end of period
|
$
|
1,053
|
|
$
|
1,083
|
|
The
accompanying notes are an integral part of these unaudited financial statements.
4
PEPTIDE TECHNOLOGIES, INC.
STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR
THE SIX MONTHS ENDED SEPTEMBER 30, 2019 AND
2018
(UNAUDITED)
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Additional
Paid-in Capital
|
|
|
Accumulated
Deficit
|
|
|
Stockholders’ Deficit
|
|
Balance at
March 31,
2018
|
127,112,660
|
|
$
|
127,113
|
|
$
|
731,963
|
|
$
|
(1,180,182
|
)
|
$
|
(321,106
|
)
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,382
|
)
|
|
(23,382
|
)
|
Balance at
September
30, 2018
|
127,112,660
|
|
|
127,113
|
|
|
731,963
|
|
|
(1,203,564
|
)
|
|
(344,488
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
March 31,
2019
|
127,112,660
|
|
|
127,113
|
|
|
776,963
|
|
|
(1,273,761
|
)
|
|
(369,685
|
)
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,740
|
)
|
|
(50,740
|
)
|
Balance at
September 30, 2019
|
127,112,660
|
|
$
|
127,113
|
|
$
|
776,963
|
|
$
|
(1,324,501
|
)
|
$
|
(420,425
|
)
|
The accompanying notes are an integral part of
these unaudited financial statements.
5
PEPTIDE TECHNOLOGIES,
INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE
AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
(Unaudited)
NOTE 1 – NATURE OF
OPERATIONS
Peptide Technologies, Inc. (the “Company” or
“Peptide”), was incorporated in the State of Nevada, United States of America, on November 18, 2005.
The Company’s business is to develop and market
proprietary skincare products which will be sold online. The majority of manufacturing, distribution, marketing and
sales operations will be outsourced, however, strategic planning and development will be performed internally by the
Company.
NOTE 2 –
BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS
The Company
prepares its financial statements in accordance with accounting principles generally accepted in the United States of
America. The accompanying interim unaudited financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information in accordance with the instructions to Form 10-Q and
Article 8 of Regulation S-X. In our opinion, all adjustments (consisting of normal recurring adjustments) considered
necessary for a fair presentation have been included.
Operating
results for the three and six months ended September 30, 2019 are not necessarily indicative of the results that may be
expected for the year ending March 31, 2020. Notes to the unaudited interim financial statements that would
substantially duplicate the disclosures contained in the audited financial statements for the year ended March 31, 2019
have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes
thereto for the fiscal year ended March 31, 2019 included within the Company’s Annual Report on Form 10-K as filed with
the Securities and Exchange Commission.
NOTE 3 –
GOING CONCERN
These
financial statements have been prepared in conformity with accounting principles generally accepted in the United States
of America (“U.S. GAAP”), which contemplate the continuation of the Company as a going concern. The Company has incurred
losses from operations and had an accumulated deficit of $1,324,501 as of September 30, 2019. The Company also has
excess liabilities over assets of $420,425. These factors raise doubt about the Company’s ability to continue as a going
concern.
Management’s
plans are to actively seek capital to enable the Company to add new products and/or services to ultimately achieve
profitability. However, management cannot provide assurance that they can raise sufficient capital and whether the
Company will ultimately achieve profitability, become cash flow positive, or raise additional debt and/or equity
capital. If the Company is unable to raise additional capital in the near future or meet financing requirements,
management expects that the Company will need to curtail operations, seek additional capital on less favorable terms,
and/or pursue other remedial measures.
These
financial statements do not include any adjustments related to the recoverability and classification of assets or the
amounts and classification of liabilities that might be necessary should the Company become unable to continue as a
going concern.
6
NOTE 4 –SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
Revenue will be recognized on a gross basis upon shipment or upon receipt of products by the
customer, depending on the agreed-upon terms, provided that: there are no uncertainties regarding customer acceptance;
persuasive evidence of an agreement exists documenting the specific terms of the transaction; the sales price is fixed
or determinable; and collectability is reasonably assured. Management will assess the business environment, the
customer’s financial condition, historical collection experience, accounts receivable aging, and customer disputes to
determine whether collectability is reasonably assured. If collectability is not considered reasonably assured at the
time of sale, the Company does not recognize revenue until collection occurs. The Company plans to begin recognizing
revenue by the third quarter of this fiscal year.
Website
Expenditures
related to the planning and operation of the Company’s website are expensed as incurred. Expenditures related to the
website application and infrastructure development are capitalized and amortized over the website’s estimated useful
life of three (3) years. Amortization expense for the three and six months ended September 30, 2019 and September 30,
2018 was $1,344 and $2,674 and $1,344 and $2,674, respectively.
Recent Accounting
Pronouncements
The Financial
Accounting Standards Board issued Accounting Standards Updates (“ASU”) to amend the authoritative literature in the
Accounting Standards Codification (“ASC”). There have been a number of ASUs to date that amend the original text of the
ASC. The Company believes those updates issued-to-date either (i) provide supplemental guidance, (ii) are technical
corrections, (iii) are not applicable to the Company, or (iv) are not expected to have a significant impact on the
Company.
NOTE 5 – RELATED PARTY TRANSACTIONS
The Company’s Chief Financial Officer (“CFO”) advanced $2 and $479 to the Company during the six
months ended September 30, 2019 and 2018, respectively, to pay for operating expenses. The advances are due on demand.
The related party advances totaled $130,992 and $130,990 as of September 30, 2019 and March 31, 2019,
respectively. The related party advances began to accrue interest at ten (10) percent per annum on July 1, 2019,
payable on demand. Interest expense was $3,302 during the six months ended September 30, 2019, which is included
in other accrued liabilities at September 30, 2019.
NOTE 6 – NOTES
PAYABLE
During the
year ended March 31, 2019, Black Star Holdings Ltd., a shareholder of the Company, was issued a promissory note in the
principal amount of $70,000. The note is unsecured and bears interest at 10 percent per annum. Repayment of
this note is due no later than February 19, 2021. On April 15, 2019, Black Star Holdings Ltd., was issued an
additional promissory note in the principal amount of $67,256 ($90,000 Canadian Funds), payable in Canadian
dollars. This note is unsecured and bears interest at ten (10) percent per annum. Repayment of the note is
due no later than April 15, 2021. Interest expense was $6,587 during the six months ended September 30, 2019,
which is included in other accrued liabilities at September 30, 2019.
NOTE 7 – COMMITMENTS AND
CONTINGENCIES
The Company is
not currently involved with and does not have knowledge of any pending or threatened litigation against the Company or
any of its officers.
7
NOTE 8 – SUBSEQUENT EVENTS
In October 2019, Black Star Holdings Ltd., a
shareholder of the Company, was issued an additional promissory note in the principal amount of $10,000. This note
is unsecured and bears interest at ten (10) percent per annum. Repayment of this note is due no later than October
30, 2021.
In October 2019, Black Star Holdings Ltd., a
shareholder of the Company, was issued an additional promissory note in the principal amount of $30,000. This note
is unsecured and bears interest at ten (10) percent per annum. Repayment of this note is due no later than October
30, 2021.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In this
Quarterly Report, “Company,” “our company,” “us,” and “our” refer to Peptide Technologies, Inc., unless the context
requires otherwise.
Forward-Looking Statements
The following
information contains certain forward-looking statements. Forward-looking statements are statements that estimate the
happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use
of forward-looking terminology, such as “may,” “could,” “expect,” “estimate,” “anticipate,” “plan,” “predict,”
“probable,” “possible,” “should,” “continue,” or similar terms, variations of those terms or the negative of those
terms. The forward-looking statements specified in the following information have been compiled by our management on the
basis of assumptions made by management and considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those
forward-looking statements.
Business of
Issuer
The business
of Peptide Technologies, Inc., (the “Company” or “Peptide”), is to develop and market skincare products. The Company
does business as Eternelle Skincare Products. Peptides, and the use of collagen, are the latest innovation in
skincare as science has proven that the use of both peptides and collagen can help manage wrinkles in skin and
reverse the signs of aging. Using proprietary peptide/collagen blends, the Company is developing a number of
skincare products that demonstrate strong efficacy in providing youthful, healthy skin and significant anti-aging
benefits to both women and men.
Our skincare products will address various skincare
needs. These products include moisturizers and serums for the face and around the eyes.
|
|
1.
|
Brightening Antioxidant Serum Pigment Correcting Formula – Is a formula for uneven skin tone that addresses regulating the production of melanin. This
potent hydroquinone-free formula prevents and corrects skin discoloration caused by UV damage and daily environmental
stressors, post-inflammatory hyper-pigmentation and melasma. Uniquely created with a blend of potent skin lighteners and
brighteners including Arbutin, Licorice, Azelaic Acid, and multiple forms of Vitamin C to inhibit and regulate melanin
formation to normalize and correct pigment production while evening out skin tone and encouraging collagen
synthesis.
|
|
|
2.
|
Volumizing Antioxidant Serum Vitamin C+ Collagen Booster -An intensive Vitamin C antioxidant hydra-serum created to resist and restore damage from aging,
sun, stress and environmental exposure. It neutralizes free radicals in the skin and prevents the breakdown of collagen.
It provides the highest clinically-tested percentage of stable Vitamin C, Ferulic Acid, Emblica, Vitamin E and Vitamin
B5 to deliver the ultimate in skin hydration and volume while providing unmatched antioxidant support. This skin booster
firms and smoothes while stimulating collagen production resulting in beautiful youthful skin.
|
|
|
3.
|
Antioxidant Moisturizing Creme Daily Collagen Renewal – A lightweight fast absorbing moisturizer for all skin types that targets visible signs of
aging that has been formulated with synergistic ingredients to nourish, protect and deeply hydrate the skin while
improving the appearance of skin tone, texture and elasticity. This paraben-free formula improves suppleness, enhances
firmness and addresses loss of elasticity. It contains the essential antioxidants Emblica, Vitamin E and Ergothioneine
to give daily protection from UV radiation while helping to repair free radical damage and collagen breakdown in the
skin to deliver dramatic and immediate results.
|
8
|
|
4.
|
Peptide Eye Restore Serum Micro Circulation Booster - The first step in a
targeted light-weight eye treatment that hydrates and soothes the delicate eye area for diminishing the look of dark
circles, puffiness, fatigue and fine lines and contains proven multi-functioning peptides to effectively treat these
symptoms.
|
|
|
5.
|
Peptide Eye Repair Complex Cellular Collagen Youth Serum -
The second step in a highly concentrated peptide-based eye complex that effectively
combats the signs & symptoms of chronological aging while deeply hydrating and nourishing the delicate eye area. Our
proprietary combination of peptides effectively works to repair cellular communication and boost the synthesis of
Collagen I, III, & IV for a visible reduction in the appearance of fine lines and wrinkles around crow’s
feet.
|
Our Company has developed its proprietary
skincare formulations, and we will use internationally recognized experts in the manufacturing of specialized,
professional quality products that meet the demands of day
and resort spa, medical spa, and eco spa markets.
Our
Company has developed its proprietary skincare formulations, and we will use internationally recognized experts in the
manufacturing of specialized, professional quality products that meet the demands of day and resort spa, medical spa,
and eco spa markets.
The Company has identified a cosmetic and skincare
manufacturer and has agreed upon product formulations, the design and sourcing of packaging, and product costs. The
Company does not intend to enter into a long-term master supply agreement with the manufacturer. Rather, orders will be
placed through individual purchase orders as needed. With profound knowledge and expertise in cosmetic chemistry and
professional skincare, this manufacturer has established itself as a leader in cutting edge formulations and product
innovation in the field of skincare.
This manufacturer offers custom product formulation
and manufacturing, allowing our Company to develop proprietary blends in order to privately brand our collection.
This supplier manufactures products in accordance
with Good Manufacturing Procedures (GMP). It also follows the recommendations of the United States Food and Drug
Administration and Health Canada and also adheres to the Quality Assurance Guidelines of the Cosmetic, Toiletry, and
Fragrance Association. These guidelines enable us to guarantee the consistency and quality of our products from batch to
batch. The manufacturer performs toxicity, microbiological, temperature, and stability tests on all formulations. They
do not test on animals, and they select all botanicals for freshness, purity of source, quality, and potency. Every
product will be researched and tested by the supplier’s manufacturing team before it is approved for sale.
We have built
a state-of-the-art online store/website that integrates Amazon, Shopify, PayPal and Apple Pay platforms, with a direct
marketing and sales funnel aimed at targeted channels, using internet, social media, and content marketing. The
Company’s marketing approach uses vetted channels that encompass several steps to gauge performance data from marketing
tests against other campaigns in real-time with the ability to modify content delivery to targeted consumers
immediately. The Company will engage a team with proprietary algorithmic software to assist in making these marketing
decisions. Management believes this will provide the Company a distinct advantage over other companies that outsource
marketing and advertising efforts to third parties.
The skincare
space is well-suited for direct-to-consumer sales, and there are several channels that the Company will leverage to
introduce its unique branding and creative advertising assets. Creating brand visibility, along with the back-end
support to process orders, is one of the Company’s key strengths over smaller competitors in the space. In addition, the
Company will create a brand that allows visibility and awareness to be molded organically, thereby increasing the
brand’s value quickly.
9
This includes, but is not limited to, developing our catalog of products, developing
proprietary skincare formulations, pricing our products, deciding which markets to target, deciding which influencers to
engage in marketing campaigns, developing sales channels such as our e-commerce sites, determining which marketing
initiatives to pursue, and selecting strategic partners and suppliers to advance our business plan.
We expect to
launch our products and begin recognizing revenue by the third quarter of our fiscal year in time for the shopping
holiday season (ie. October 2019). Our first order placed July 19, 2019, will be received at the
distribution center during the last week of October 2019. A second order will be completed and is to be received
at the distribution center by mid November 2019. (See Current Assets: Prepaid Inventories)
Financial Results and Trends
Results of Operations for the Six Months Ended September 30, 2019 and 2018
At present, the Company has no revenue. Net loss increased from $23,382 for the six months ended
September 30, 2018 to $50,740 for the six months ended September 30, 2019 due to higher general and administrative
expenses, interest expense and increased sales and marketing expense.
Liquidity
and Capital Resources
The Company
requires significant cash to launch its business and reduce its payables. The Company’s primary sources of liquidity and
capital resources have been related party advances, which are not sufficient prospectively. These factors raise
substantial doubt about the Company’s ability to continue as a going concern. We are actively seeking to raise
additional debt and/or equity capital to add new products and/or services to commence material operations. If the
Company is unable to raise additional capital in the near future or meet financing requirements, the Company may need to
curtail or alter its plan of operation.
Cash
Flow
The following
table summarizes, for the periods indicated, selected items in our condensed Statements of Cash Flows:
|
|
Six Months
Ended
|
|
|
|
September 30,
|
|
|
|
2019
|
|
2018
|
|
|
Net cash (used in) provided by:
|
|
|
|
|
|
|
|
Operating activities
|
$
|
(154,751
|
)
|
$
|
(1,124
|
)
|
|
Investing activities
|
$
|
—
|
|
$
|
—
|
|
|
Financing activities
|
$
|
67,258
|
|
$
|
479
|
|
Operating
Activities
Cash used in
operating activities was $154,751 and $1,124 for the six months ended September 30, 2019 and 2018, respectively. The
increase in cash used in operating activities was primarily due to increase in net loss and prepaid expenses offset with
a lesser increase in accounts payables and accrued liabilities.
Investing
Activities
Cash used in
investing activities was $0 for the six months ended September 30, 2019 and 2018, respectively.
Financing
Activities
Cash provided
by financing activities was $67,258 and $479 for the six months ended September 30, 2019 and 2018, respectively. The
increase in cash provided by financing activities was primarily due notes payable.
10
Off-Balance
Sheet Arrangements
None.
WHERE YOU CAN FIND MORE INFORMATION
You are advised to read this Quarterly Report on Form 10-Q in conjunction with other reports and
documents that we file from time to time with the SEC. In particular, please read our Registration Statement on Form
10-12G, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and Current Reports on Form 8-K that we file from
time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room
at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference
Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its
website http://www.sec.gov.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
We had no
material changes in market risk from those described in “Item 2—Quantitative and Qualitative Disclosures about Market
Risk” of our Annual Report on Form 10-K.
ITEM
4. CONTROLS AND PROCEDURES
This report
includes the certification of our Chief Executive Officer required by Rule 13a-14 of the Securities Exchange Act of 1934
(the “Exchange Act”). See Exhibits 31.1 and 31.2. This Item 4 includes information concerning the controls and control
evaluations revered to in those certifications.
Evaluation
of Disclosure Controls and Procedures
We maintain
disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports
we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission’s (the “SEC”) rules and forms and that such information is
accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for
timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures,
management recognizes that any controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures
were designed to provide reasonable assurance that the controls and procedures would meet their objectives.
As required by
SEC Rule 13a-15(b), our Chief Executive Officer and Chief Financial Officer need to carry out an evaluation of the
effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered
by this report. Based on the foregoing, our Chief Executive Officer concluded that our disclosure controls and
procedures were effective as of September 30, 2019.
Management’s Report on Internal Control over Financial Reporting
Our Chief
Executive Officer and the Chief Financial Officer are responsible for establishing and maintaining adequate internal
control over financial reporting and for the assessment of the effectiveness of our internal control over financial
reporting. Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d(f) under the Exchange Act)
is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external reporting purposes in accordance with U.S. GAAP. Internal control over
financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, (b) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
GAAP, (c) provide reasonable assurance that receipts and expenditures are being made only in accordance with appropriate
authorization of management and the Board of Directors, and (d) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the
financial statements.
11
Internal controls for Peptide Technologies Inc. were presented and accepted by the Board as of
February 23, 2019. In connection with the preparation of this Annual Report on Form 10-K for the year ended March 31,
2019, our Chief Executive Officer and Chief Financial Officer have not yet concluded that our internal controls and
procedures over financial reporting were effective as of September 30, 2019.
Inherent Limitations on Internal Controls
It should be noted that any system of controls, however well designed and operated, can provide only
reasonable and not absolute assurance that the objectives of the control system are met. In addition, the design of any
control system is based in part upon certain assumptions about the likelihood of certain events. Limitations inherent in
any control system include the following:
|
|
●
|
Judgments in decision-making can be
faulty, and control and process breakdowns can occur because of simple errors or mistakes;
|
|
|
|
|
|
|
●
|
Controls can be circumvented by
individuals, acting alone or in collusion with others, or by management override;
|
|
|
|
|
|
|
●
|
The design of any system of controls is
based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future conditions;
|
|
|
|
|
|
|
●
|
Over time, controls may become inadequate
because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures;
and
|
|
|
|
|
|
|
●
|
The design of a control system must
reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their
costs.
|
Because of the
inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, have been detected.
12