UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
[X] |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended November 30, 2014
[ ] |
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission
file number: 000-52445
Petlife
Pharmaceuticals, Inc.
(FORMERLY
CLEAR TV VENTURES, INC.)
(Name
of registrant as specified in its charter)
Nevada |
|
33-1133537 |
(State
or other jurisdiction of |
|
(I.R.S.
Employer |
incorporation
or organization) |
|
Identification
No.) |
|
|
|
433
N. Camden Dr.
Beverly
Hills, CA |
|
90210 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(949)
858-5836
(Registrant’s
telephone number, including area code)
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 [ ] No [X]
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 during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
[ ] |
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 [ ] No [X]
The
number of shares of the registrant’s common stock outstanding as of December 24, 2015 was 38,115,356 shares.
Petlife
Pharmaceuticals, Inc.
(formerly
Clear TV Ventures, Inc.)
(A
Development Stage Company)
INDEX
PART
I. Financial Information
Item
1. Financial Statements
PETLIFE
PHARMACEUTICALS, INC.
(Formerly
Clear TV Ventures, Inc.)
Consolidated
Balance Sheets
(Unaudited)
| |
November 30, 2014 | | |
August 31, 2014 | |
ASSETS | |
| | | |
| | |
Current assets | |
| | | |
| | |
Cash | |
$ | 61 | | |
$ | 6,852 | |
Due from affiliate | |
| 4,800 | | |
| 10,582 | |
Total current assets | |
| 4,861 | | |
| 17,434 | |
| |
| | | |
| | |
Website development | |
| 600 | | |
| - | |
| |
| | | |
| | |
Total assets | |
$ | 5,461 | | |
$ | 17,434 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 204,500 | | |
$ | - | |
Note payable - shareholders | |
| 10,000 | | |
| - | |
Total current liabilities | |
| 214,500 | | |
| - | |
| |
| | | |
| | |
Total liabilities | |
| 214,500 | | |
| - | |
| |
| | | |
| | |
Stockholders’ equity (deficit) | |
| | | |
| | |
Preferred stock, $0.001 par value, 50,000,000 authorized, no preferred shares issued and outstanding, respectively | |
| - | | |
| - | |
Common stock, $0.001 par value, 750,000,000 authorized, 56,832,156
and 54,634,056 shares issued and outstanding, respectively | |
| 56,832 | | |
| 54,634 | |
Additional paid-in capital | |
| 2,702,529 | | |
| 1,474,889 | |
Accumulated deficit | |
| (2,968,400 | ) | |
| (1,512,089 | ) |
Total stockholders’ equity (deficit) | |
| (209,039 | ) | |
| 17,434 | |
| |
| | | |
| | |
Total liabilities and stockholders’ equity (deficit) | |
$ | 5,461 | | |
$ | 17,434 | |
The
accompanying notes are an integral part of these financial statements.
PETLIFE
PHARMACEUTICALS, INC.
(Formerly
Clear TV Ventures, Inc.)
Consolidated
Statement of Operations
(Unaudited)
| |
For the
three months ended | | |
For the
three months ended | |
| |
November 30, 2014 | | |
November 30, 2013 | |
| |
| | |
| |
Revenue | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Operating Expenses | |
| | | |
| | |
Manufacturing and production | |
| 97,858 | | |
| - | |
General and administrative | |
| 1,358,453 | | |
| - | |
Total operating expenses | |
| 1,456,311 | | |
| - | |
| |
| | | |
| | |
Operating loss | |
| (1,456,311 | ) | |
| - | |
| |
| | | |
| | |
Net loss | |
$ | (1,456,311 | ) | |
$ | - | |
| |
| | | |
| | |
Net loss per share - basic and diluted | |
$ | (0.03 | ) | |
$ | (0.00 | ) |
| |
| | | |
| | |
Weighted average shares outstanding - basic and diluted | |
| 55,262,955 | | |
| 37,990,000 | |
The
accompanying notes are an integral part of these financial statements.
PETLIFE
PHARMACEUTICALS, INC.
(Formerly
Clear TV Ventures, Inc.)
Consolidated
Statements of Cash Flow
(Unaudited)
| |
For the | | |
For the | |
| |
three months ended | | |
three months ended | |
| |
November 30, 2014 | | |
November 30, 2013 | |
Net Cash from (used in) operating activities | |
| | | |
| | |
Net loss | |
$ | (1,456,311 | ) | |
$ | - | |
Stock-based compensation | |
| 1,229,838 | | |
| - | |
Due from affiliate | |
| 5,782 | | |
| | |
Accounts payable | |
| 93,500 | | |
| - | |
Accrued expenses | |
| 111,000 | | |
| - | |
| |
| | | |
| | |
Net cash used in operating activities | |
| (16,191 | ) | |
| - | |
| |
| | | |
| | |
Net cash from (used in) investing activities | |
| | | |
| | |
Capital expenditures | |
| (600 | ) | |
| - | |
| |
| | | |
| | |
Net cash used in investing activities | |
| (600 | ) | |
| - | |
| |
| | | |
| | |
Net cash provided by financing activities | |
| | | |
| | |
Proceeds from shareholder advance | |
| 10,000 | | |
| - | |
Net cash provided by financing activities | |
| 10,000 | | |
| - | |
| |
| | | |
| | |
Increase (decrease) in cash | |
| (6,791 | ) | |
| - | |
| |
| | | |
| | |
Cash, beginning of period | |
| 6,852 | | |
| - | |
| |
| | | |
| | |
Cash, end of period | |
$ | 61 | | |
$ | - | |
The
accompanying notes are an integral part of these financial statements.
Petlife
Pharmaceuticals, Inc.
(Formerly Clear TV Ventures, Inc.)
Notes
to the Consolidated Financial Statements
For
the Three Months Ended November 30, 3014
NOTE
1 – SIGNIFICANT ACCOUNTING POLICIES
Nature
of Operations
PetLife
Pharmaceuticals, Inc. (“Company”) is a registered U.S. Veterinary Pharmaceutical company whose mission is to bring
its scientifically proven, potentiated bioactive medication and nutraceuticals — “Escozine for Pets™”
— to the world of veterinary oncology. The Company specializes in the research, development, sales and support of advanced
drugs and nutraceuticals for pet cancer and autoimmune related diseases such as arthritis.
A
summary of the significant accounting policies applied in the presentation of the accompanying consolidated financial statements
follows:
Basis
and business presentation
The
accompanying unaudited consolidated financial statements include the accounts of the Company, a Nevada corporation (“Company”)
and its wholly-owned subsidiary, Petlife Corporation (“Petlife”), a Delaware corporation. The accompanying unaudited
interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally
accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”) and should
be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s annual
report for the year ended August 31, 2014 filed with the SEC on Form 10-K/A. In the opinion of management, all adjustments, consisting
of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the
interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative
of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate
the disclosures contained in the audited consolidated financial statements for the most recent fiscal year ended August 31, 2014
as reported in Form 10-K/A have been omitted.
The
Company was incorporated on April 5, 2002 under the laws of the State of Nevada as “Aztek Ventures Inc.” Effective
November 13, 2007, we filed a Certificate of Amendment to our Articles of Incorporation to change our name from “Aztek Ventures
Inc.” to “Genesis Uranium Corp.” Effective April 21, 2008, we amended our Articles of Incorporation to change
our name from “Genesis Uranium Corp.” to “Vault Technology Inc.” to reflect the change in our business
focus beyond solely that of uranium exploration. Effective July 10, 2009, we filed a Certificate of Amendment to our Articles
of Incorporation to change our name from “Vault Technology, Inc.” to “Modern Renewable Technologies, Inc.”
(“Modern”). On May 27, 2011, Modern, merged with Eco Ventures Group, Inc., and the name of the Company was changed
to Eco Ventures Group, Inc. On July 15, 2013, the Company entered into an Agreement and Plan of Merger with Clear TV Ventures,
Inc. Under the terms of the merger, Clear TV became the surviving corporation. On June 26, 2014, Clear TV Ventures, Inc. entered
into an Agreement and Plan of Merger with its subsidiary, PetLife Pharmaceuticals, Inc., a Nevada Corporation, with PetLife Pharmaceuticals,
Inc. being the surviving entity. As part of that merger, the name of the Company was changed to PetLife Pharmaceuticals, Inc.
and each 15 shares of our common stock were exchanged for one share in the surviving company. Effective August 12, 2014 we completed
the closing of the Share Exchange Agreement and the acquisition of Petlife Corporation pursuant to which we acquired 100% of the
equity of Petlife Corporation and it became our wholly-owned subsidiary. All references herein to the number of shares outstanding
and per-share amounts have been retroactively restated to reflect the exchange ratio in the merger of Clear TV Ventures with its
subsidiary PetLife Pharmaceuticals, Inc.
Petlife
Pharmaceuticals, Inc.
(Formerly Clear TV Ventures, Inc.)
Notes
to the Consolidated Financial Statements
For
the Three Months Ended November 30, 3014
All
references that refer to (the “Company” or “PetLife Pharmaceuticals, Inc.” or “Petlife” or
“we” or “us” or “our”) are PetLife Pharmaceuticals, Inc., the Registrant and its wholly and
or majority owned subsidiaries. We are in the development stage, as defined by Accounting Standards Codification subtopic 915-10,
Development Stage Entities (“ASC 915-10”) and have developed and are launching a new generation of potentiated veterinary
cancer medications and nutraceuticals, based on the same patented formula “Escozine” and production processes that
have been scientifically proven as an effective treatment for cancer in humans for years. We have not generated any revenues to
date, have incurred expenses and have sustained losses since December 12, 2012 (date of inception). Consequently, our operations
are subject to all the risks inherent in the establishment of a new business enterprise. As of November 30, 2014, we have
accumulated a deficit of $2,968,400.
The
consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany
balances and transactions have been eliminated in consolidation.
Merger
and Corporate Restructure
On
or about April 18, 2014, the Company entered into a Share Exchange Agreement (the “Share Exchange”) with Petlife Corporation,
a Delaware corporation (“Petlife”) and the shareholders of Petlife Corporation (the “Shareholders”) for
the exchange of all of the issued and outstanding shares of Petlife. Effective at the Closing on August 12, 2014, these shares
of Petlife were exchanged for approximately 47,000,000 fully paid non-assessable shares of the Company reflecting approximately
80% of the issued and outstanding shares of the Company and acquisition of all assets and liabilities of the Company and was valued
equated to the net assets of the Company as of the date of the acquisition of $100,000. No liabilities were assumed. In connection
with the share exchange, Petlife Corporation became our wholly owned subsidiary.
Accordingly,
the historical financial statements are those of Petlife, the accounting acquirer, immediately following the consummation of the
reverse acquisition. The Company did not recognize goodwill or any intangible assets in connection with this transaction.
Principles
of Consolidation
The
consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany
balances and transactions have been eliminated in consolidation.
Petlife
Pharmaceuticals, Inc.
(Formerly Clear TV Ventures, Inc.)
Notes
to the Consolidated Financial Statements
For
the Three Months Ended November 30, 3014
Estimates
The
preparation of the financial statements in conformity with generally accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from
those estimates.
Revenue
Recognition
The
Company will recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC
605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of
an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably
assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling
prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated
returns and allowances, and other adjustments will be provided for in the same period the related sales will be recorded.
ASC
605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arraignments (“ASC 605-25”).
ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or
rights to use assets. There was no effect on implementing ASC 605-25 on the Company’s financial position and results of
operations, since the Company has not started generating revenue.
Cash
The
Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that
are readily convertible into cash.
Property
and Equipment
Property
and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation
are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings.
Net
Loss per Common Share, basic and diluted
The
Company has adopted Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying
the computation, presentation and disclosure requirements of earnings per share information. Basic loss per share has been calculated
based upon the weighted average number of common shares outstanding.
Petlife
Pharmaceuticals, Inc.
(Formerly Clear TV Ventures, Inc.)
Notes
to the Consolidated Financial Statements
For
the Three Months Ended November 30, 3014
Stock
based compensation
The
Company follows Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”) which requires that
all share-based payments to both employees and non-employees be recognized in the income statement based on their fair values.
As
of November 30, 2014, the Company did not have any issued or outstanding stock options.
Concentrations
of Credit Risk
Financial
instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash,
cash equivalents and trade receivables. The Company places its cash and temporary cash investments with high credit quality institutions.
At times, such investments may be in excess of the FDIC insurance limit.
Research
and Development
The
Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research
and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as
incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development
costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the
applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed
in the period incurred. The Company incurred costs of $165,800 for research and development expenses from December 2, 2012 (date
of inception) through November 30, 2014.
Reliance
on Key Personnel and Consultants
The
Company has eleven full-time employees, three of which are executive officers. Additionally, the Company has consultants performing
various specialized services. The Company is heavily dependent on the continued active participation of these current executive
officers, employees and key consultants. The loss of any of the senior management or key consultants could significantly and negatively
impact the business until adequate replacements can be identified and put in place.
Fair
Value
Accounting
Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value
of certain financial instruments. The carrying amount reported in the unaudited condensed consolidated balance sheet for accounts
payable and accrued expenses, advances and notes payable approximates fair value because of the immediate or short-term maturity
of these financial instruments.
Recent
Accounting Pronouncements
In
May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” This guidance outlines
a single, comprehensive model for accounting for revenue from contracts with customers. We will adopt the standard in 2017. We
will evaluate the impact, if any, that the standard will have on our financial statements.
Petlife
Pharmaceuticals, Inc.
(Formerly Clear TV Ventures, Inc.)
Notes
to the Consolidated Financial Statements
For
the Three Months Ended November 30, 3014
No
other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material impact on
the Consolidated Financial Statements.
NOTE
2 – GOING CONCERN
The
accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial
statements as of November 30, 2014, the Company incurred an accumulated deficit of approximately $2,968,400.
As of November 30, 2014 and through the date hereof, the Company had and has very limited funds on which to operate.
The
Company’s existence is currently dependent upon management’s ability to develop profitable operations and or upon
obtaining additional financing to carry out its planned business. Management is devoting substantially all of its efforts to the
commercialization of its planned products, as well as raising additional debt or equity financing in order to accelerate the development
and commercialization of additional products. There can be no assurance that the Company’s commercialization or financing
efforts will result in profitable operations or the resolution of the Company’s liquidity problems.
There
can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at
all. In the event the Company is unable to continue as a going concern, it may elect or required to seek protection from its creditors
by filing a voluntary petition in bankruptcy or may be subject to an involuntary petition in bankruptcy. To date, management has
not considered this alternative, nor does management view it as a likely occurrence.
The
accompanying consolidated statements do not include any adjustments relating to the recoverability of assets and classification
of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE
3 – STOCKHOLDERS’ EQUITY (DEFICIT)
Common
Stock
During
the three months ended November 30, 2014, the Company issued 2,198,100 shares of its $.001 par value common stock for services
valued at $1,229,838.
In
September 2014, the Company issued 10,000 shares of its $.001 par value common stock for cash of $10,000. As of November 30, 2014,
the common stock has not been issued.
Petlife
Pharmaceuticals, Inc.
(Formerly Clear TV Ventures, Inc.)
Notes
to the Consolidated Financial Statements
For
the Three Months Ended November 30, 3014
NOTE
4 – RELATED PARTY TRANSACTIONS
On
December 30, 2013, the Company entered into an agreement with Medolife Corporation (“Medolife”) , an affiliated company,
for the performance of certain ongoing services and maintenance related to a scorpion reservation , together with the providing
of other services such as product operations, research and development to support the Company’s product marketing. During
the year ended August 31, 2014 Medolife invoiced the Company for services and maintenance of $165,800. During year ended August
31, 2014, Medolife received proceeds from the sale of the Company’s common stock totaling $184,500. The Company was owed
$4,800 from Medolife as of November 30, 2014.
On
August 1, 2014, the Company entered into a patent license agreement with a shareholder for a polarized scorpion venom solution
and a method for making polarized scorpion venom solution for veterinary use. The licensor has provided Medolife, an affiliated
company by common shareholders, with an exclusive right to the polarized scorpion venom patent with the exception of the rights
for veterinary use. The Company will manufacture, use, and sell polarized scorpion venom containing such patented improvements
for veterinary use.
NOTE
5 – INCOME TAXES
As
of November 30, 2014 the Company has net operating losses of approximately $2,968,000. A deferred tax asset has been 100% offset
by a valuation allowance.
NOTE
6 – SUBSEQUENT EVENTS
Pursuant
to agreement, effective November 13, 2015 Bruce Niswander and Sebastian Serrell-Watts resigned as officers and directors of the
Company.
On
November 21, 2015 the Company entered into a Reorganization and Stock Purchase Agreement with Alexian Scientific, Inc. Closing
of the agreement is conditioned on the Company obtaining funding of a minimum of $10,000,000. At closing, the Company will issue
38,777,630 shares of common stock to designees of Alexian in consideration for 100% of the equity of Alexian, the Company
will appoint designees of Alexian as its officers and directors, and all of the current officers and directors of the Company
will resign. As part of the agreement with Alexian, shareholders of the Company cancelled certain shares of common stock of the
Company such that subsequent to closing there will be a total of 76,892,986 shares of common stock outstanding.
Effective
November 20, 2015 in connection with the proposed Alexian transaction, principals of the Company cancelled and returned to treasury
a total of 21,583,000 shares of common stock held by them.
Also
effective November 20, 2015, the Company issued a total of 626,000 shares of common stock to investors and issued 530,200 shares
of common stock to officers and employees of the Company in lieu of salary.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The
following discussion provides information that management believes is relevant to an assessment and understanding of the financial
condition and results of operations of Petlife Pharmaceuticals, Inc., formerly Clear TV Ventures, Inc. (the “Company”).
This
discussion addresses matters we consider important for an understanding of our financial condition and results of operations as
of November 30, 2014 and 2013. It consists of the following subsections:
● “Introduction
and Plan of Operation” which provides a brief summary of our consolidated results and financial position and the
primary factors affecting those results for the for the three and month period ended November 30, 2014 and 2013, as well as a
summary of our expectations for fiscal 2015;
●
“Liquidity and Capital Resources,” which contains a discussion of our cash flows and liquidity, investing
activities and financing activities, contractual obligations, and critical obligations;
●
“Results of Operations and Comparison”, which sets forth an analysis of the operating results for the quarter
ended November 30, 2014 and 2013.
●
“Critical Accounting Policies,” which provides an analysis of the accounting policies we consider critical
because of their effect on the reported amounts of assets, liabilities, income and/or expenses in our consolidated financial
statements and/or because they require difficult, subjective or complex judgments by our management;
● “Recent
Accounting Pronouncements and Developments,” which summarizes recently published authoritative accounting guidance,
how it might apply to us and how it might affect our future results.
This
item should be read in conjunction with our consolidated financial statements and the notes thereto included in this quarterly
report.
Introduction
and Plan of Operation
The
following discussion updates our plan of operation for the 2015 Fiscal Year. The discussion also summarizes the results of our
operations as of November 30, 2014 and 2013.
Merger
Agreements
On
or about April 18, 2014, the Company entered into a Share Exchange Agreement (the “Share Exchange”) with Petlife Corporation,
a Delaware corporation (“Petlife”) and the shareholders of Petlife Corporation (the “Shareholders”) for
the exchange of all of the issued and outstanding shares of Petlife. Effective at the Closing on August 12, 2014, these shares
of Petlife were exchanged for approximately 47,000,000 fully paid non-assessable shares of the Company reflecting approximately
80% of the issued and outstanding shares of the Company and acquisition of all assets and liabilities of Petlife Corporation and
was valued equated to the net assets of Petlife Corporation as of the date of the acquisition. For accounting purposes, Petlife
was the accounting acquirer and or the surviving entity. Accordingly, the historical financial statements are those of Petlife,
the accounting acquirer, immediately following the consummation of the reverse merger.
On
June 26, 2014, Clear TV Ventures, Inc. entered into an Agreement and Plan of Merger with its wholly-owned subsidiary, Petlife
Pharmaceuticals, Inc., a Nevada Corporation. As part of that merger, the name of the Company was changed to Petlife Pharmaceuticals,
Inc. and the Company exchanged one share for every 15 shares of Clear TV Ventures. Effective August 12, 2014 we completed the
closing of the Share Exchange Agreement and the acquisition of Petlife Corporation.
Plan
of Operations
As of November 30, 2014 and 2013,
we experienced the negative effects of the financial markets upheaval, which made capital acquisition extremely difficult.
We
will be developing neutraceuticals and FDA approved prescription drugs for veterinary use for retail sales and distribution throughout
the world.
About
Petlife Pharmaceuticals, Inc.
PetLife
Pharmaceuticals, Inc. (PetLife) has developed and is launching a new generation of potentiated veterinary cancer medications and
nutraceuticals, based on the same patented formula “Escozine” and production processes that have been scientifically
proven as an effective treatment for cancer in humans for years. Escozine (for humans) is currently sold as either a nutraceutical
or prescription drug in 40 countries including the United States.
Petlife’s
primary goal is to bring its scientifically proven, potentiated bioactive medication and Nutraceuticals to the world of veterinary
oncology, with the ultimate goal of extending the life of pets with cancer and improving their quality of life. In the process
of achieving these objectives, Petlife will transition into a world renowned, professionally respected veterinary pharmaceutical
company that will create new industry standards as well as being profitable and innovative.
Results
of Operations
Three
months ended November 30, 2014 compared to three months ended November 30, 2013
Net
loss
We
incurred a net loss of $1,456,311 for the three months ended November 30, 2014 as compared to the net loss we incurred for the
three month period ended November 30, 2013 of $0.
Operating
expenses
For
the three month period ended November 30, 2014 we incurred $1,456,311 in operating expenses as compared to $0 in operating expenses
we incurred for the prior period. Operating expenses for the year ended August 31, 2014 and three months ended November 30, 2014
increased due to the commencement of operations of our PetLife products business and stock-based compensation of $1,229,838.
Loss
from Operations
For
the three month period ended November 30, 2014 we incurred a loss from operations of $1,456,311 as compared to the operating loss
we incurred for the three month period ended November 30, 2013 of $0.
Liquidity
and Capital Resources
The
Company has been in the development stage and received no revenue from business operations from December 12, 2012 through November
30, 2014. We have consequently relied on funds received in connection with our equity and debt offerings to finance our ongoing
operations. We have experienced net losses since inception, and we expect we will continue to incur losses for the next year.
As of the date of this filing, we do not have any available external source of funds. We require additional capital in the near
term to maintain our current operations. Although we are actively seeking additional equity and debt financing, such financing
may not be available on acceptable terms, if at all.
Our
consolidated financial statements have been prepared assuming that we will continue as a going concern. Since our inception on
December 12, 2012, we have not generated revenue and have incurred net loss. Accordingly, we have not generated cash flow from
operations and have primarily relied upon loans from officers, promissory notes and advances from related parties, and equity
financing to fund our operations. The report of our Independent Registered Public Accounting Firm include an explanatory paragraph
indicating that there is substantial doubt about our ability to continue as a going concern.
We
do not have sufficient cash resources or current assets to pay our obligations, and we have been meeting many of our obligations
through the issuance of our common stock to our employees, consultants and advisors as payment for goods and services. Considering
the foregoing, we are dependent on additional financing to continue our operations. Our significant capital requirements for the
foreseeable future include development and operational costs, and our corporate overhead expenses.
We
are actively seeking additional equity or debt financing. However, there can be no assurance that funds required during the next
twelve months or thereafter will be available from external sources. The lack of additional capital resulting from the inability
to generate cash flow from operations or to raise capital from external sources would force us to substantially curtail or cease
operations and would, therefore, have a material adverse effect on our business. Further, there can be no assurance that any such
required funds, if available, will be available on attractive terms or that they will not have a significantly dilutive effect
on our existing shareholders. All of these factors have been exacerbated by the extremely unsettled credit and capital markets
presently existing.
Net
Cash Used in Operating Activities
Net
cash used in operating activities was $16,191 for the three month period ended November 30, 2014, as compared to net cash used
of $0 in prior year’s operating activities. The increase was primarily due to the commencement of our PetLife business in
2014 as compared to the nominal activity incurred in 2013.
Net
Cash Used in Investing Activities
The
Company had web site development costs of $600 for the three months ended November 30, 2014.
Net
Cash Provided by Financing Activities
During
the three months ended November 2014 and 2013, the Company received a $10,000 advance from a shareholder.
Going
Concern
The
accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business. The Company has not established any sources of
revenue to cover its operating expenses during the year ended November 30, 2014. In addition, the Company has incurred
accumulated deficit of $2,968,400 at November 30, 2014. These factors raise substantial doubt about the Company’s
ability to continue as a going concern.
The
Company’s ability to continue existence is dependent upon commencing its planned operations, management’s ability
to develop and achieve profitable operations and/or upon obtaining additional financing to carry out its planned business. The
Company intends to fund its business development, acquisition endeavors and operations through equity and debt financing arrangements.
There
can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at
all. In the event the Company is unable to continue as a going concern, it may elect or be required to seek protection from its
creditors by filing a voluntary petition in bankruptcy or may be subject to an involuntary petition in bankruptcy. To date, management
has not considered this alternative, nor does management view it as a likely occurrence.
The
accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification
of asset-carrying amounts or the amounts and classification of liabilities that might be necessary should the Company be unable
to continue as a going concern.
Critical
Accounting Policies and Estimates
Estimates
The
preparation of the financial statements in conformity with generally accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from
those estimates.
Revenue
Recognition
The
Company will recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC
605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of
an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably
assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling
prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated
returns and allowances, and other adjustments will be provided for in the same period the related sales will be recorded.
ASC
605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arrangements (“ASC 605-25”).
ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or
rights to use assets. There was no effect on implementing ASC 605-25 on the Company’s financial position and results of
operations, since the Company has not started generating revenue.
Cash
The
Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that
are readily convertible into cash.
Property
and Equipment
Property
and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation
are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings.
Income
Taxes
The
Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires
the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included
in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the
difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting
purposes and income tax purposes consist primarily of timing differences such as deferred officers’ compensation and stock
based compensation accounting.
Net
Loss per Common Share, basic and diluted
The
Company has adopted Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying
the computation, presentation and disclosure requirements of earnings per share information. Basic loss per share has been calculated
based upon the weighted average number of common shares outstanding.
Stock
based compensation
The
Company follows Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”) which requires that
all share-based payments to both employees and non-employees be recognized in the income statement based on their fair values.
As
of November 30, 2014, the Company did not have any issued or outstanding stock options.
Concentrations
of Credit Risk
Financial
instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash,
cash equivalents and trade receivables. The Company places its cash and temporary cash investments with high credit quality institutions.
At times, such investments may be in excess of the FDIC insurance limit.
Research
and Development
The
Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research
and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as
incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development
costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the
applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed
in the period incurred. The Company incurred costs of $165,800 for research and development expenses from November 9, 2010 (date
of inception) through November 30, 2014.
Reliance
on Key Personnel and Consultants
The
Company has eleven full-time employees, three of which are executive officers. Additionally, the Company has consultants performing
various specialized services. The Company is heavily dependent on the continued active participation of these current executive
officers, employees and key consultants. The loss of any of the senior management or key consultants could significantly and negatively
impact the business until adequate replacements can be identified and put in place.
Fair
Value
Accounting
Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value
of certain financial instruments. The carrying amount reported in the unaudited condensed consolidated balance sheet for accounts
payable and accrued expenses, advances and notes payable approximates fair value because of the immediate or short-term maturity
of these financial instruments.
Recent
Accounting Pronouncements
In
May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” This guidance outlines
a single, comprehensive model for accounting for revenue from contracts with customers. We will adopt the standard in 2017. We
will evaluate the impact, if any, that the standard will have on our financial statements.
No
other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material impact on
the Consolidated Financial Statements.
Off-Balance
sheet Arrangements
We
do not maintain off-balance sheet arrangements nor do we participate in any non-exchange traded contracts requiring fair value
accounting treatment.
Item
3. Quantitative and Qualitative Disclosures about Market Risk
Not
applicable
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
As
of November 30, 2014, under the supervision and with the participation of our Chief Executive Officer (Principal Executive Officer),
and Chief Financial Officer (Principal Financial Officer), management has evaluated the effectiveness of the design and operations
of the Company’s disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the Company’s disclosure controls and procedures were not effective as of November 30, 2014, as a
result of the material weakness in internal control over financial reporting discussed below.
Management’s
Report on Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is
defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Our Chief Executive Officer and Chief Financial Officer conducted
an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control
— Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”).
The
Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of November
30, 2014. Based on this evaluation, management concluded that our internal control over financial reporting was not effective
as of November 30, 2014. Our Chief Executive Officer and Chief Financial Officer concluded we have a material weakness due to
lack of segregation of duties and a limited corporate governance structure.
Our
size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and
segregation of duties within our internal control system. Therefore while there are some compensating controls in place, it is
difficult to ensure effective segregation of accounting and financial reporting duties. Management reported a material weakness
resulting from the combination of the following significant deficiencies:
● |
Lack
of segregation of duties in certain accounting and financial reporting processes including the approval and execution of disbursements; |
|
|
● |
The
Company’s corporate governance responsibilities are performed by the Board of Directors; we do not have independent
Board of Directors, we do not have an audit committee or compensation committee. Because our Board of Directors only meets
periodically throughout the year, several of our corporate governance functions are not performed concurrent (or timely) with
the underlying transaction, evaluation, or recordation of the transaction. |
While
we strive to segregate duties as much as practicable, there is an insufficient volume of transactions at this point in time to
justify additional full time staff. We believe that this is typical in most exploration stage companies. We may not be able to
fully remediate the material weakness until we commence mining operations at which time we would expect to hire more staff. We
will continue to monitor and assess the costs and benefits of additional staffing.
In
light of the above material weakness, we performed additional analyses and procedures in order to conclude that our unaudited
condensed consolidated financial statements for the three month period ended November 30, 2014 included in this Quarterly Report
on Form 10-Q were fairly stated in accordance with US GAAP. Accordingly, management believes that despite our material weaknesses,
our unaudited condensed consolidated financial statements for the three periods ended November 30, 2014 are fairly stated, in
all material respects, in accordance with US GAAP.
Changes
in Internal Control over Financial Reporting
There
were no changes in internal control over financial reporting that occurred during the last fiscal quarter covered by this report
that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial
reporting.
PART
II. OTHER INFORMATION
Item
1. Legal Proceedings.
None.
Item
1A. Risk Factors.
Not
required by smaller reporting companies.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
No
issuance during the quarter ended November 30, 2014.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
None.
Item
5. Other Information.
None.
Item
6. Exhibits.
The
following exhibits are filed as part of this quarterly report on Form 10-Q:
Exhibit
Number |
|
Description |
|
|
|
31.1 |
|
Certification
by the Chief Executive Officer of Competitive Technologies, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(Rule 13a-14(a) or Rule 15d-14(a)). |
|
|
|
31.2 |
|
Certification
by the Chief Financial Officer of Competitive Technologies, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(Rule 13a-14(a) or Rule 15d-14(a)). |
|
|
|
32.1 |
|
Certification
by the Chief Executive Officer of Competitive Technologies, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. 1350). |
|
|
|
32.2 |
|
Certification
by the Chief Financial Officer of Competitive Technologies, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. 1350). |
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.
Dated:
December 31, 2015 |
Petlife
Pharmaceuticals, INC. |
|
(the
registrant) |
|
|
|
By: |
/s/
Arthur Mikaelian |
|
|
Arthur
Mikaelian |
|
|
Chief
Executive Officer, Chief Financial Officer |
Exhibit
31.1
Exhibit
31.2
CERTIFICATIONS
I,
Arthur Mikaelian, Chief Executive Officer and Chief Financial Officer of Petlife Pharmaceuticals, Inc. (the “Company”),
certify that:
1. |
I
have reviewed this Report on Form 10-Q of the Company for the period ending November 30, 2014; |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
|
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods
presented in this report; |
|
|
4. |
I
am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the Company and have: |
(a) designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;
(b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated
the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
(d) disclosed
in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s
most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
5. |
I
have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Company’s auditors
and the audit committee of the Company’s Board of Directors (or persons performing the equivalent functions): |
(a) all
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information;
and
(b) any
fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s
internal control over financial reporting.
|
Date:
December 31, 2015 |
|
|
|
/s/
Arthur Mikaelian |
|
Arthur
Mikaelian |
|
Chief
Executive Officer and Chief Financial Officer |
Exhibit
32.1
Exhibit
32.2
CERTIFICATION
PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
(18
U.S.C. 1350)
In
connection with the Report of Petlife Pharmaceuticals, Inc. (the “Company”) on Form 10-Q for the quarter ended November
30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Arthur Mikaelian,
Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (18 U.S.C. 1350), that to my knowledge:
|
1. |
the
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
|
|
2. |
the
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company. |
|
Date:
December 31, 2015 |
|
|
|
/s/
Arthur Mikaelian |
|
Arthur
Mikaelian |
|
Chief
Executive Officer and Chief Financial Officer |
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v3.3.1.900
Consolidated Balance Sheets (Unaudited) - USD ($)
|
Nov. 30, 2014 |
Aug. 31, 2014 |
Current assets |
|
|
Cash |
$ 61
|
$ 6,852
|
Due from affiliate |
4,800
|
10,582
|
Total current assets |
4,861
|
$ 17,434
|
Website development |
600
|
|
Total assets |
5,461
|
$ 17,434
|
Current liabilities |
|
|
Accounts payable and accrued expenses |
204,500
|
|
Note payable - shareholders |
10,000
|
|
Total current liabilities |
214,500
|
|
Total liabilities |
$ 214,500
|
|
Stockholders' equity (deficit) |
|
|
Preferred stock, $0.001 par value, 50,000,000 authorized, no preferred shares issued and outstanding, respectively |
|
|
Common stock, $0.001 par value, 750,000,000 authorized, 56,832,156 and 54,634,056 shares issued and outstanding, respectively |
$ 56,832
|
$ 54,634
|
Additional paid-in capital |
2,702,529
|
1,474,889
|
Accumulated deficit |
(2,968,400)
|
(1,512,089)
|
Total stockholders' equity (decicit) |
(209,039)
|
17,434
|
Total liabilities and stockholders' equity (deficit) |
$ 5,461
|
$ 17,434
|
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v3.3.1.900
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares
|
Nov. 30, 2014 |
Aug. 31, 2014 |
Statement of Financial Position [Abstract] |
|
|
Preferred stock, par value |
$ 0.001
|
$ 0.001
|
Preferred stock, shares authorized |
50,000,000
|
50,000,000
|
Preferred stock, shares issued |
|
|
Preferred stock, shares outstanding |
|
|
Common stock, par value |
$ 0.001
|
$ 0.001
|
Common stock, shares authorized |
750,000,000
|
750,000,000
|
Common stock, shares issued |
56,832,156
|
54,634,056
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56,832,156
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54,634,056
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- DefinitionFace amount or stated value per share of common stock.
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v3.3.1.900
Consolidated Statements of Operations (Unaudited) - USD ($)
|
3 Months Ended |
Nov. 30, 2014 |
Nov. 30, 2013 |
Income Statement [Abstract] |
|
|
Revenue |
|
|
Operating Expenses |
|
|
Manufacturing and production |
$ 97,858
|
|
General and administrative |
1,358,453
|
|
Total operating expenses |
1,456,311
|
|
Operating loss |
(1,456,311)
|
|
Net loss |
$ (1,456,311)
|
|
Net loss per share - basic and diluted |
$ (0.03)
|
$ 0.00
|
Weighted average shares outstanding - basic and diluted |
55,262,955
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37,990,000
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v3.3.1.900
Consolidated Statements of Cash Flow (Unaudited) - USD ($)
|
3 Months Ended |
Nov. 30, 2014 |
Nov. 30, 2013 |
Net Cash from (used in) operating activities |
|
|
Net loss |
$ (1,456,311)
|
|
Stock-based compensation |
1,229,838
|
|
Due from affiliate |
5,782
|
|
Accounts payable |
93,500
|
|
Accrued expenses |
111,000
|
|
Net cash used in operating activities |
(16,191)
|
|
Net cash from (used in) investing activities |
|
|
Capital expenditures |
(600)
|
|
Net cash used in investing activities |
(600)
|
|
Net cash provided by financing activities |
|
|
Proceeds from shareholder advance |
10,000
|
|
Net cash provided by financing activities |
10,000
|
|
Increase (decrease) in cash |
(6,791)
|
|
Cash, beginning of period |
6,852
|
|
Cash, end of period |
$ 61
|
|
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v3.3.1.900
Significant Accounting Policies
|
3 Months Ended |
Nov. 30, 2014 |
Accounting Policies [Abstract] |
|
Significant Accounting Policies |
NOTE 1 SIGNIFICANT ACCOUNTING
POLICIES
Nature of Operations
PetLife Pharmaceuticals, Inc. (Company)
is a registered U.S. Veterinary Pharmaceutical company whose mission is to bring its scientifically proven, potentiated bioactive
medication and nutraceuticals Escozine for Pets to the world of veterinary oncology. The Company
specializes in the research, development, sales and support of advanced drugs and nutraceuticals for pet cancer and autoimmune
related diseases such as arthritis.
A summary of the significant accounting
policies applied in the presentation of the accompanying consolidated financial statements follows:
Basis and business presentation
The accompanying unaudited consolidated
financial statements include the accounts of the Company, a Nevada corporation (Company) and its wholly-owned subsidiary,
Petlife Corporation (Petlife), a Delaware corporation. The accompanying unaudited interim consolidated financial
statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission (SEC) and should be read in conjunction with the
audited consolidated financial statements and notes thereto contained in the Companys annual report for the year ended August
31, 2014 filed with the SEC on Form 10-K/A. In the opinion of management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been
reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for
the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosures contained in
the audited consolidated financial statements for the most recent fiscal year ended August 31, 2014 as reported in Form 10-K/A
have been omitted.
The Company was incorporated on April
5, 2002 under the laws of the State of Nevada as Aztek Ventures Inc. Effective November 13, 2007, we filed a Certificate
of Amendment to our Articles of Incorporation to change our name from Aztek Ventures Inc. to Genesis Uranium
Corp. Effective April 21, 2008, we amended our Articles of Incorporation to change our name from Genesis Uranium
Corp. to Vault Technology Inc. to reflect the change in our business focus beyond solely that of uranium exploration.
Effective July 10, 2009, we filed a Certificate of Amendment to our Articles of Incorporation to change our name from Vault
Technology, Inc. to Modern Renewable Technologies, Inc. (Modern). On May 27, 2011, Modern, merged
with Eco Ventures Group, Inc., and the name of the Company was changed to Eco Ventures Group, Inc. On July 15, 2013, the Company
entered into an Agreement and Plan of Merger with Clear TV Ventures, Inc. Under the terms of the merger, Clear TV became the surviving
corporation. On June 26, 2014, Clear TV Ventures, Inc. entered into an Agreement and Plan of Merger with its subsidiary, PetLife
Pharmaceuticals, Inc., a Nevada Corporation, with PetLife Pharmaceuticals, Inc. being the surviving entity. As part of that merger,
the name of the Company was changed to PetLife Pharmaceuticals, Inc. and each 15 shares of our common stock were exchanged for
one share in the surviving company. Effective August 12, 2014 we completed the closing of the Share Exchange Agreement and the
acquisition of Petlife Corporation pursuant to which we acquired 100% of the equity of Petlife Corporation and it became our wholly-owned
subsidiary. All references herein to the number of shares outstanding and per-share amounts have been retroactively restated to
reflect the exchange ratio in the merger of Clear TV Ventures with its subsidiary PetLife Pharmaceuticals, Inc.
All references that refer to (the Company
or PetLife Pharmaceuticals, Inc. or Petlife or we or us or our)
are PetLife Pharmaceuticals, Inc., the Registrant and its wholly and or majority owned subsidiaries. We are in the development
stage, as defined by Accounting Standards Codification subtopic 915-10, Development Stage Entities (ASC 915-10) and
have developed and are launching a new generation of potentiated veterinary cancer medications and nutraceuticals, based on the
same patented formula Escozine and production processes that have been scientifically proven as an effective treatment
for cancer in humans for years. We have not generated any revenues to date, have incurred expenses and have sustained losses since
December 12, 2012 (date of inception). Consequently, our operations are subject to all the risks inherent in the establishment
of a new business enterprise. As of November 30, 2014, we have accumulated
a deficit of $2,968,400.
The consolidated financial statements
include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have
been eliminated in consolidation.
Merger and Corporate Restructure
On or about April 18, 2014, the Company
entered into a Share Exchange Agreement (the Share Exchange) with Petlife Corporation, a Delaware corporation (Petlife)
and the shareholders of Petlife Corporation (the Shareholders) for the exchange of all of the issued and outstanding
shares of Petlife. Effective at the Closing on August 12, 2014, these shares of Petlife were exchanged for approximately 47,000,000
fully paid non-assessable shares of the Company reflecting approximately 80% of the issued and outstanding shares of the Company
and acquisition of all assets and liabilities of the Company and was valued equated to the net assets of the Company as of the
date of the acquisition of $100,000. No liabilities were assumed. In connection with the share exchange, Petlife Corporation became
our wholly owned subsidiary.
Accordingly, the historical financial
statements are those of Petlife, the accounting acquirer, immediately following the consummation of the reverse acquisition. The
Company did not recognize goodwill or any intangible assets in connection with this transaction.
Principles of Consolidation
The consolidated financial statements
include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have
been eliminated in consolidation.
Estimates
The preparation of the financial statements
in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Revenue Recognition
The Company will recognize revenue in
accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (ASC 605-10) which requires
that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery
has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria
(3) and (4) are based on managements judgments regarding the fixed nature of the selling prices of the products delivered
and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and
other adjustments will be provided for in the same period the related sales will be recorded.
ASC 605-10 incorporates Accounting Standards
Codification subtopic 605-25, Multiple-Element Arraignments (ASC 605-25). ASC 605-25 addresses accounting for arrangements
that may involve the delivery or performance of multiple products, services and/or rights to use assets. There was no effect on
implementing ASC 605-25 on the Companys financial position and results of operations, since the Company has not started
generating revenue.
Cash
The Company considers cash to consist
of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash.
Property and Equipment
Property and equipment are stated at
cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective
accounts and the net difference less any amount realized from disposition, is reflected in earnings.
Net Loss per Common Share, basic
and diluted
The Company has adopted Accounting Standards
Codification subtopic 260-10, Earnings Per Share (ASC 260-10) specifying the computation, presentation and disclosure
requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number
of common shares outstanding.
Stock based compensation
The Company follows Accounting Standards
Codification subtopic 718-10, Compensation (ASC 718-10) which requires that all share-based payments to both employees
and non-employees be recognized in the income statement based on their fair values.
As of November 30, 2014, the Company
did not have any issued or outstanding stock options.
Concentrations of Credit Risk
Financial instruments and related items,
which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables.
The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may
be in excess of the FDIC insurance limit.
Research and Development
The Company accounts for research and
development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (ASC 730-10).
Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and
development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has
been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research
and development costs related to both present and future products are expensed in the period incurred. The Company incurred costs
of $165,800 for research and development expenses from December 2, 2012 (date of inception) through November 30, 2014.
Reliance on Key Personnel and Consultants
The Company has eleven full-time employees,
three of which are executive officers. Additionally, the Company has consultants performing various specialized services. The Company
is heavily dependent on the continued active participation of these current executive officers, employees and key consultants.
The loss of any of the senior management or key consultants could significantly and negatively impact the business until adequate
replacements can be identified and put in place.
Fair Value
Accounting Standards Codification subtopic
825-10, Financial Instruments (ASC 825-10) requires disclosure of the fair value of certain financial instruments.
The carrying amount reported in the unaudited condensed consolidated balance sheet for accounts payable and accrued expenses, advances
and notes payable approximates fair value because of the immediate or short-term maturity of these financial instruments.
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09,
Revenue from Contracts with Customers (Topic 606). This guidance outlines a single, comprehensive model for accounting
for revenue from contracts with customers. We will adopt the standard in 2017. We will evaluate the impact, if any, that the standard
will have on our financial statements.
No other new accounting pronouncement
issued or effective during the fiscal year had or is expected to have a material impact on the Consolidated Financial Statements.
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v3.3.1.900
Going Concern
|
3 Months Ended |
Nov. 30, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Going Concern |
NOTE 2 GOING CONCERN
The accompanying consolidated financial
statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the accompanying consolidated financial statements as of November
30, 2014, the Company incurred an accumulated deficit of approximately $2,968,400. As of November 30,
2014 and through the date hereof, the Company had and has very limited funds on which to operate.
The Companys existence is currently
dependent upon managements ability to develop profitable operations and or upon obtaining additional financing to carry
out its planned business. Management is devoting substantially all of its efforts to the commercialization of its planned products,
as well as raising additional debt or equity financing in order to accelerate the development and commercialization of additional
products. There can be no assurance that the Companys commercialization or financing efforts will result in profitable operations
or the resolution of the Companys liquidity problems.
There can be no assurance that any additional
financings will be available to the Company on satisfactory terms and conditions, if at all. In the event the Company is unable
to continue as a going concern, it may elect or required to seek protection from its creditors by filing a voluntary petition in
bankruptcy or may be subject to an involuntary petition in bankruptcy. To date, management has not considered this alternative,
nor does management view it as a likely occurrence.
The accompanying consolidated statements do
not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be
necessary should the Company be unable to continue as a going concern.
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- DefinitionThe entire disclosure when substantial doubt is raised about the ability to continue as a going concern. Includes, but is not limited to, principal conditions or events that raised substantial doubt about the ability to continue as a going concern, management's evaluation of the significance of those conditions or events in relation to the ability to meet its obligations, and management's plans that alleviated or are intended to mitigate the conditions or events that raise substantial doubt about the ability to continue as a going concern.
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v3.3.1.900
Stockholders' Equity (Deficit)
|
3 Months Ended |
Nov. 30, 2014 |
Equity [Abstract] |
|
Stockholders' Equity (Deficit) |
NOTE 3 STOCKHOLDERS EQUITY
(DEFICIT)
Common Stock
During the three months ended November 30,
2014, the Company issued 2,198,100 shares of its $.001 par value common stock for services valued at $1,229,838.
In September 2014, the Company issued 10,000
shares of its $.001 par value common stock for cash of $10,000. As of November 30, 2014, the common stock has not been issued.
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- DefinitionThe entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
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v3.3.1.900
Related Party Transactions
|
3 Months Ended |
Nov. 30, 2014 |
Related Party Transactions [Abstract] |
|
Related Party Transactions |
NOTE 4 RELATED PARTY TRANSACTIONS
On December 30, 2013, the Company entered into
an agreement with Medolife Corporation (Medolife) , an affiliated company, for the performance of certain ongoing services
and maintenance related to a scorpion reservation , together with the providing of other services such as product operations, research
and development to support the Companys product marketing. During the year ended August 31, 2014 Medolife invoiced the Company
for services and maintenance of $165,800. During year ended August 31, 2014, Medolife received proceeds from the sale of the Companys
common stock totaling $184,500. The Company was owed $4,800 from Medolife as of November 30, 2014.
On August 1, 2014, the Company entered into
a patent license agreement with a shareholder for a polarized scorpion venom solution and a method for making polarized scorpion
venom solution for veterinary use. The licensor has provided Medolife, an affiliated company by common shareholders, with an exclusive
right to the polarized scorpion venom patent with the exception of the rights for veterinary use. The Company will manufacture,
use, and sell polarized scorpion venom containing such patented improvements for veterinary use.
|
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- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.3.1.900
Income Taxes
|
3 Months Ended |
Nov. 30, 2014 |
Income Tax Disclosure [Abstract] |
|
Income Taxes |
NOTE 5 INCOME TAXES
As of November 30, 2014 the Company
has net operating losses of approximately $2,968,000. A deferred tax asset has been 100% offset by a valuation allowance.
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v3.3.1.900
Subsequent Events
|
3 Months Ended |
Nov. 30, 2014 |
Subsequent Events [Abstract] |
|
Subsequent Events |
NOTE 6 SUBSEQUENT EVENTS
Pursuant to agreement, effective
November 13, 2015 Bruce Niswander and Sebastian Serrell-Watts resigned as officers and directors of the Company.
On November 21, 2015 the Company
entered into a Reorganization and Stock Purchase Agreement with Alexian Scientific, Inc. Closing of the agreement is conditioned
on the Company obtaining funding of a minimum of $10,000,000. At closing, the Company will issue 38,777,630 shares of common stock
to designees of Alexian in consideration for 100% of the equity of Alexian, the Company will appoint designees of Alexian as its
officers and directors, and all of the current officers and directors of the Company will resign. As part of the agreement with
Alexian, shareholders of the Company cancelled certain shares of common stock of the Company such that subsequent to closing there
will be a total of 76,892,986 shares of common stock outstanding.
Effective November 20, 2015 in connection
with the proposed Alexian transaction, principals of the Company cancelled and returned to treasury a total of 21,583,000 shares
of common stock held by them.
Also effective November 20, 2015,
the Company issued a total of 626,000 shares of common stock to investors and issued 530,200 shares of common stock to officers
and employees of the Company in lieu of salary.
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v3.3.1.900
Significant Accounting Policies (Policies)
|
3 Months Ended |
Nov. 30, 2014 |
Accounting Policies [Abstract] |
|
Nature of Operations |
Nature of Operations
PetLife Pharmaceuticals, Inc. (Company)
is a registered U.S. Veterinary Pharmaceutical company whose mission is to bring its scientifically proven, potentiated bioactive
medication and nutraceuticals Escozine for Pets to the world of veterinary oncology. The
Company specializes in the research, development, sales and support of advanced drugs and nutraceuticals for pet cancer and autoimmune
related diseases such as arthritis.
|
Basis and Business Presentation |
Basis and business presentation
The accompanying unaudited consolidated
financial statements include the accounts of the Company, a Nevada corporation (Company) and its wholly-owned subsidiary,
Petlife Corporation (Petlife), a Delaware corporation. The accompanying unaudited interim consolidated financial
statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission (SEC) and should be read in conjunction with the
audited consolidated financial statements and notes thereto contained in the Companys annual report for the year ended August
31, 2014 filed with the SEC on Form 10-K/A. In the opinion of management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been
reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for
the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosures contained in
the audited consolidated financial statements for the most recent fiscal year ended August 31, 2014 as reported in Form 10-K/A
have been omitted.
The Company was incorporated on April
5, 2002 under the laws of the State of Nevada as Aztek Ventures Inc. Effective November 13, 2007, we filed a Certificate
of Amendment to our Articles of Incorporation to change our name from Aztek Ventures Inc. to Genesis Uranium
Corp. Effective April 21, 2008, we amended our Articles of Incorporation to change our name from Genesis Uranium
Corp. to Vault Technology Inc. to reflect the change in our business focus beyond solely that of uranium exploration.
Effective July 10, 2009, we filed a Certificate of Amendment to our Articles of Incorporation to change our name from Vault
Technology, Inc. to Modern Renewable Technologies, Inc. (Modern). On May 27, 2011, Modern, merged
with Eco Ventures Group, Inc., and the name of the Company was changed to Eco Ventures Group, Inc. On July 15, 2013, the Company
entered into an Agreement and Plan of Merger with Clear TV Ventures, Inc. Under the terms of the merger, Clear TV became the surviving
corporation. On June 26, 2014, Clear TV Ventures, Inc. entered into an Agreement and Plan of Merger with its subsidiary, PetLife
Pharmaceuticals, Inc., a Nevada Corporation, with PetLife Pharmaceuticals, Inc. being the surviving entity. As part of that merger,
the name of the Company was changed to PetLife Pharmaceuticals, Inc. and each 15 shares of our common stock were exchanged for
one share in the surviving company. Effective August 12, 2014 we completed the closing of the Share Exchange Agreement and the
acquisition of Petlife Corporation pursuant to which we acquired 100% of the equity of Petlife Corporation and it became our wholly-owned
subsidiary. All references herein to the number of shares outstanding and per-share amounts have been retroactively restated to
reflect the exchange ratio in the merger of Clear TV Ventures with its subsidiary PetLife Pharmaceuticals, Inc.
All references that refer to (the Company
or PetLife Pharmaceuticals, Inc. or Petlife or we or us or our)
are PetLife Pharmaceuticals, Inc., the Registrant and its wholly and or majority owned subsidiaries. We are in the development
stage, as defined by Accounting Standards Codification subtopic 915-10, Development Stage Entities (ASC 915-10) and
have developed and are launching a new generation of potentiated veterinary cancer medications and nutraceuticals, based on the
same patented formula Escozine and production processes that have been scientifically proven as an effective treatment
for cancer in humans for years. We have not generated any revenues to date, have incurred expenses and have sustained losses since
December 12, 2012 (date of inception). Consequently, our operations are subject to all the risks inherent in the establishment
of a new business enterprise. As of November 30, 2014, we have accumulated
a deficit of $2,968,400.
The consolidated financial statements
include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have
been eliminated in consolidation.
|
Merger and Corporate Restructure |
Merger and Corporate Restructure
On or about April 18, 2014, the Company
entered into a Share Exchange Agreement (the Share Exchange) with Petlife Corporation, a Delaware corporation (Petlife)
and the shareholders of Petlife Corporation (the Shareholders) for the exchange of all of the issued and outstanding
shares of Petlife. Effective at the Closing on August 12, 2014, these shares of Petlife were exchanged for approximately 47,000,000
fully paid non-assessable shares of the Company reflecting approximately 80% of the issued and outstanding shares of the Company
and acquisition of all assets and liabilities of the Company and was valued equated to the net assets of the Company as of the
date of the acquisition of $100,000. No liabilities were assumed. In connection with the share exchange, Petlife Corporation became
our wholly owned subsidiary.
Accordingly, the historical financial
statements are those of Petlife, the accounting acquirer, immediately following the consummation of the reverse acquisition. The
Company did not recognize goodwill or any intangible assets in connection with this transaction.
|
Principles of Consolidation |
Principles of Consolidation
The consolidated financial statements
include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have
been eliminated in consolidation.
|
Estimates |
Estimates
The preparation of the financial
statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
|
Revenue Recognition |
Revenue Recognition
The Company will recognize revenue in
accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (ASC 605-10) which requires
that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery
has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria
(3) and (4) are based on managements judgments regarding the fixed nature of the selling prices of the products delivered
and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and
other adjustments will be provided for in the same period the related sales will be recorded.
ASC 605-10 incorporates Accounting
Standards Codification subtopic 605-25, Multiple-Element Arraignments (ASC 605-25). ASC 605-25 addresses accounting
for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. There
was no effect on implementing ASC 605-25 on the Companys financial position and results of operations, since the Company
has not started generating revenue.
|
Cash |
Cash
The Company considers cash to consist
of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash.
|
Property and Equipment |
Property and Equipment
Property and equipment are stated at
cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective
accounts and the net difference less any amount realized from disposition, is reflected in earnings.
|
Net Loss Per Common Share, Basic and Diluted |
Net Loss per Common Share, basic
and diluted
The Company has adopted Accounting
Standards Codification subtopic 260-10, Earnings Per Share (ASC 260-10) specifying the computation, presentation
and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted
average number of common shares outstanding.
|
Stock Based Compensation |
Stock
based compensation
The
Company follows Accounting Standards Codification subtopic 718-10, Compensation (ASC 718-10) which requires that
all share-based payments to both employees and non-employees be recognized in the income statement based on their fair values.
As of November 30, 2014, the Company
did not have any issued or outstanding stock options.
|
Concentrations of Credit Risk |
Concentrations of Credit Risk
Financial instruments and related items,
which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade
receivables. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such
investments may be in excess of the FDIC insurance limit.
|
Research and Development |
Research and Development
The Company accounts for research and
development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (ASC 730-10).
Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and
development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has
been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research
and development costs related to both present and future products are expensed in the period incurred. The Company incurred costs
of $165,800 for research and development expenses from December 2, 2012 (date of inception) through November 30, 2014.
|
Reliance on Key Personnel and Consultants |
Reliance on Key Personnel and Consultants
The Company has eleven full-time employees,
three of which are executive officers. Additionally, the Company has consultants performing various specialized services. The
Company is heavily dependent on the continued active participation of these current executive officers, employees and key consultants.
The loss of any of the senior management or key consultants could significantly and negatively impact the business until adequate
replacements can be identified and put in place.
|
Fair Value |
Fair Value
Accounting Standards Codification subtopic
825-10, Financial Instruments (ASC 825-10) requires disclosure of the fair value of certain financial instruments.
The carrying amount reported in the unaudited condensed consolidated balance sheet for accounts payable and accrued expenses,
advances and notes payable approximates fair value because of the immediate or short-term maturity of these financial instruments.
|
Recent Accounting Pronouncements |
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09,
Revenue from Contracts with Customers (Topic 606). This guidance outlines a single, comprehensive model for accounting
for revenue from contracts with customers. We will adopt the standard in 2017. We will evaluate the impact, if any, that the standard
will have on our financial statements.
No other new accounting pronouncement
issued or effective during the fiscal year had or is expected to have a material impact on the Consolidated Financial Statements.
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|
|
|
24 Months Ended |
|
|
Jun. 26, 2014 |
Apr. 18, 2014 |
Nov. 30, 2014 |
Aug. 31, 2014 |
Aug. 12, 2014 |
Equity ownership interest rate |
|
|
|
|
100.00%
|
Accumulated deficit |
|
|
$ 2,968,400
|
$ 1,512,089
|
|
Shares exchanged for approximately fully paid non-assessable shaes approximately |
|
47,000,000
|
|
|
|
Percentage of issued and outstanding shares for acquisition of assets and liabilities |
|
80.00%
|
|
|
|
As of the date of the acquisition value |
|
$ 100,000
|
|
|
|
Research and development expenses |
|
|
$ 165,800
|
|
|
Eco Ventures Group, Inc [Member] |
|
|
|
|
|
Number of common stock shares exchanges for shares |
15
|
|
|
|
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3 Months Ended |
Sep. 30, 2014 |
Nov. 30, 2014 |
Equity [Abstract] |
|
|
Number of shares issued for services |
|
2,198,100
|
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$ 0.001
|
$ .001
|
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|
$ 1,229,838
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|
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v3.3.1.900
Subsequent Events (Details Narrative) - USD ($)
|
Nov. 21, 2015 |
Nov. 20, 2015 |
Aug. 12, 2014 |
Percentage of equity of designees |
|
|
100.00%
|
Subsequent Event [Member] | Alexian Scientific, Inc. [Member] |
|
|
|
Minimum obtaining fund |
$ 10,000,000
|
|
|
Number of issue of shares of common stock |
38,777,630
|
|
|
Percentage of equity of designees |
100.00%
|
|
|
Number of common stock shares outstanding upon the cancellation |
76,892,986
|
21,583,000
|
|
Subsequent Event [Member] | Imvestors [Member] |
|
|
|
Number of shares issued during period |
|
626,000
|
|
Subsequent Event [Member] | Officers And Employees [Member] |
|
|
|
Number of shares issued during period |
|
530,200
|
|
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