SECURITIES AND EXCHANGE COMMISSION
Washington,
WASHINGTON, D.C. 20549
(Mark One)
x[X] ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
For the fiscal year ended November 30, 2013
Fiscal Year Ended March 31, 2019OR
o[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
For the transition period from __________N/A to ______________
N/ACommission File Number Number: 000-53230
333-133347PEPTIDE TECHNOLOGIES, INC.
Peptide Technologies Inc.
(Exact name (Name of registrantsmall business issuer as specified in its charter)
Nevada | | 98-0479983 |
State or other jurisdiction of Incorporation | | (I.R.S.IRS Employer |
incorporation or organization | | Identification No.) |
601 Union Street, Two Union Square, 42nd Floor, Seattle, Washington 98101
(Address5348 Vegas Drive #177
Las Vegas, Nevada 89108
(Address of principal executive offices) (Zip Code)
Registrant’s(702) 948-8893
(Issuer’s telephone number, including area code: (206) 236-9555
number)Securities registered pursuant tounder Section 12(b) of the Exchange Act:
| | |
Title of each class | | Name of each exchange on which registered |
Common Stock, par value $0.001 per share | | OTCBB |
None
Securities registered pursuant tounder Section 12(g) of the Exchange Act: None
Common Stock, $0.001 par value per share
(Title of Class)
Indicate by check mark if the Registrantregistrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes oAct. [ ] Yes [X] Noþ
Indicate by check mark if the Registrantregistrant is not required to file reports pursuant to RuleSection 13 or Section 15(d) of the Exchange Act.Yes oAct. [ ] Yes [X] Noþ
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 pastpreceding 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 þ[X] No o
[ ]Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes o. Yes [X] No þ
[ ]Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitiondefinitions of "large“large accelerated filer"filer”, "accelerated filer"“accelerated filer,” “smaller reporting company,” and "smaller reporting company"“emerging growth company” in Rule 12b-2 of the Exchange Act.
Larger accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller (Check one):Large accelerated filer | [ ] | Accelerated filer | [ ] |
Non–Accelerated filer | [ ] | Small reporting company | [X] |
| | Emerging growth company | [ ] |
If an emerging growth company, x
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-212b–2 of the Exchange Act).
Yes o[ ] No x
Number of shares issued and outstanding of the registrant’s class of common stock as of January 6, 2014: 151,123,000 shares of common stock.
The[X]There is no aggregate market value of voting stock held by non-affiliates of the registrant was approximately $0.00 based on the average bid and ask as of January 8, 2014.
The Company recognized nil revenuesthe close of business on March 31, 2019, the last business day of the registrant’s most recently completed fiscal year, as the registrant’s shares of common stock are not quoted on a national exchange. There is no trading symbol for its most recent fiscal year.
2
the registrant’s common stock.Number of shares outstanding of the registrant’s common stock as of May 15, 2019: 127,112,660 shares.
PEPTIDE TECHNOLOGIES, INC.
FORM 10-K ANNUAL REPORT
FOR THE FISCAL YEARS ENDED MARCH 31, 2019 AND 2018
TABLE OF CONTENTS
PART I | Page | |
ITEM 1. | BUSINESS | 2 |
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PART I | |
Item 1. Description of BusinessITEM 1A. | 4-11 |
Item 1A. Risk FactorsRISK FACTORS | 12-14 |
Item 1B. Unresolved Staff Comments | 14 |
Item 2. Description of Property | 14 |
Item 3. Legal Proceedings | 15 |
Item 4. Mine Safety Disclosure | 155 |
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PART II | |
Item 5. Market For Common Equity and Related Stockholder MattersITEM 1B. | 15-17 |
Item 6. Selected Financial DataUNRESOLVED STAFF COMMENTS | 17 |
Item 7. Management’s Discussion And Analysis Of Financial Condition And Results Of Operation | 17-21 |
Item 7A. Quantitative and Qualitative Disclosures of Market Risk | 21 |
Item 8. Consolidated Financial Statements and Supplementary Data | 21 |
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 44 |
Item 9A. Controls and Procedures | 44 |
Item 9B. Other Information | 458 |
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PART III | |
Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange ActITEM 2. | 45-47 |
Item 11. Executive CompensationPROPERTIES | 47-48 |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 48 |
Item 13. Certain Relationships and Related Transactions and Director Independence | 48-49 |
Item 14. Principal Accountant Fees and Services | 498 |
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PART IVITEM 3. | LEGAL PROCEEDINGS | 8 |
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Item 15. Exhibits and Consolidated Financial Statement SchedulesPART II | 50 | |
Signatures | 51 | |
ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 8 |
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ITEM 6. | SELECTED FINANCIAL DATA | 9 |
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ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 9 |
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ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 11 |
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ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 12 |
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ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 24 |
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ITEM 9A. | CONTROLS AND PROCEDURES | 24 |
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ITEM 9B. | OTHER INFORMATION | 25 |
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PART III | | |
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ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE | 25 |
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ITEM 11. | EXECUTIVE COMPENSATION | 26 |
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ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 27 |
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ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 27 |
| | |
ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 27 |
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PART IV | | |
| | |
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 28 |
| | |
| SIGNATURES | 29 |
| | |
| CERTIFICATIONS | |
| | |
| Exhibit 31 – Management certifications | |
| | |
| Exhibit 32 – Sarbanes-Oxley Act | |
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-lookingSpecial Note Regarding Forward-Looking Statements
Some of our statements under “Business,” “Properties,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Notes to Financial Statements and elsewhere in this report constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 which are subject to risks, uncertainties and assumptions that are difficult to predict. All statements in this Annual Report on Form 10-K, other than statements of historical fact, are forward-looking statements. These(the “Exchange Act”). In some cases, forward-looking statements are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements include statements, among other things, concerning our business strategy, including anticipated trends and developments in and management plans for, our business and the markets in which we operate; future financial results, operating results, revenues, gross margin, operating expenses, products, projected costs and capital expenditures; research and development programs; sales and marketing initiatives; and competition. In some cases, you can identify these statementsidentified by forward-looking words,terminology such as "estimate", "expect", "anticipate", "project", "plan", "intend", "believe", "forecast", "foresee", "likely", "may", "should", "goal", "target", "might", "will", "could", "predict" and "continue",“may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “approximates,” “predicts,” “potential” or “continue” or the negative or plural of these wordssuch terms and other comparable terminology. These statements are not guarantees of future performance and are subject to risks, uncertainties, potentially inaccurate assumptions, and other factors, some of which are beyond our control and difficult to predict. If known or unknown risks materialize, or should underlying assumptions prove inaccurate, our actual results could differ materially from past results and from those expressed
Although we believe that the expectations reflected in the forward-looking statements. Important factors that could cause our actual results to differ materially from those expressed in ourthese forward-looking statements are described in "Item 1A—Risk Factors" in this Annual Report on Form 10-K. From time to time, we also provide forward-looking statements in other materials we release to the public and in oral statements made by authorized officers.
The forward-looking statements are only predictions based on our current expectations and our projections aboutreasonable, it cannot guarantee future events. All forward-looking statements included in this Annual Report on Form 10-K are based upon information available to us as of the filing date of this Annual Report on Form 10-K. You should not place undue reliance on these forward-looking statements. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievementsachievements. Moreover, neither we nor anyone else assumes responsibility for the accuracy and completeness of such statements and is under no duty to differ materially from those expressed or implied by these statements. These factors includeupdate any of the matters discussed inforward-looking statements after the section entitled "Item 1A—Risk Factors" and elsewhere indate of this Annual Report on Form 10-K. You should carefully consider the risks and uncertainties described under this section.
Investors are advised to consult any further disclosures we make on related subjects in our 10-Q and 8-K reports filed with the Securities and Exchange Commission (the "SEC").
ITEM 1. DESCRIPTION OF BUSINESS.
Discontinued Operations and New Developments
Since inception, the Company’sBusiness of Issuer
The business plan was to develop a membership based website art gallery/auction house specifically focused on displaying and selling original artwork. The Company changed its status from a development stage company to an operating company on November 30, 2009. Management realized that the results of operations from the sale of artwork was lack-luster, and it was decided to change the Company’s business focus and plan for other strategic opportunities and discontinued the sale of artwork to be effective June 25, 2010. Effective June 26, 2010, the Company started to focus on a new business development. On July 29, 2010, the Company's name changed from Online Originals, Inc. to Creenergy Corporation. The name change was intended to convey a sense of the Company's new business focus as it looked to pursue other opportunities. Specifically, the Company intended to obtain leases for the exploration and production of oil and gas in northern Canada and the United States. These objectives have not been realized and the Company has abandoned its efforts in this area.
On August 23, 2011, the Company entered into an Asset Purchase Agreement in which the Company, in exchange for 75,000,000 shares of the Company’s restricted common stock, will receive all rights and title to proprietary technologies and formulas involving the application of specialty peptides. On December 21, 2011 the Asset Purchase Agreement was amended and 30,000,000 of the 75,000,000 shares issued were returned to treasury and cancelled. Having done this, the Company has changed its business focus from obtaining leases for the exploration and production of oil and gas in areas of northern Alberta, Canada, to the manufacturing and distribution of natural peptide solutions to combat the economic burden caused by the zebra and quagga mussels to the hydropower electricity industry.
On December 14, 2011, Peptide Technologies, Inc.
agreed, (the “Company” or “Peptide”), is to
amend the Asset Purchase Agreement dated August 23, 2011. As a result of the amendment 30,000,000 restricted common shares of thedevelop and market skincare products. The Company
were returned to treasury in exchange for payment of half of one percent of all gross monies received by the company from revenue produced from products derived fromdoes business as Eternelle Skincare Products. Peptides, and the use of
allcollagen, are the
formulae listedlatest innovation in
the Assets Purchase Agreement. In addition a monthly stipend of CDN $15,000 per month is to be paid commencing from receipt of monies from the first contract signed to purchase products derived fromskincare as science has proven that the use of
both peptides and collagen can help manage wrinkles in skin and reverse the
formulasigns 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. |
| 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.
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The Company has identified a periodcosmetic and skincare manufacturer and has agreed upon product formulations, the design and sourcing of five years frompackaging, and product costs. The Company does not intend to enter into a long-term master supply agreement with the datemanufacturer. 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 amended agreement.
BusinessUnited States Food and Drug Administration and Health Canada and also adheres to the Quality Assurance Guidelines of Issuer
Peptide Technologies, Inc. has developed the first all-natural sustainable solutionCosmetic, 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 the economicfreshness, purity of source, quality, and environmental burden of bio-fouling to prevent the attachment of organic matter on ship hullspotency. Every product will be researched and marine assets to improve vessel fuel efficiency, decrease maintenance costs, reduce emissions and prevent toxic materials in our oceans, lakes and valuable water sources.
Our product line offers safe organic-based fouling prevention coatings used to combat the rapidly growing problems causedtested by the
attachmentsupplier’s manufacturing team before it is approved for sale.Business Segments
The Company consists of hard fouling agents inonly one reportable business segment.
Employees
The Company does not currently have any employees other than the marinePresident and freshwater environments. Peptide Technologies’ patent protected approach not only significantly minimizes the attachment of hard fouling agents such as mussels, barnacles, etc. but is also highly effective in preventing the build-up of any bio-film layer as well. Our products offer an industry first “30 MINUTE” curing phase to significantly lower maintenance dry dock downtime.
Our organic-based solutionsChief Executive Officer and Chief Financial Officer who are highly effective in both marineresponsible for strategic planning and freshwaters and are the first non-dangerous, non-hazardous and therefore environmentally friendly products available to the aquatic and industrial market. Our fouling prevention coatings adhere to both stationary and flexible substrates (i.e. netting) and are available in a variety of colors. There are many benefits to applying our fouling prevention coatings in enclosed systemsdevelopment, as well as open surfacessome operational duties.The majority of manufacturing, distribution, marketing, and sales operations will be outsourced. However, strategic planning and development will be performed internally by the Company. 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 ship hulls, fish nets, intake screens, canal gates where the application of paint containing biocides, bio-pesticides or copper productsour e-commerce sites, determining which marketing initiatives to pursue, and or chemical based is not appropriate.
Targeted applications forselecting strategic partners and suppliers to advance our products are:
·Hydro-electric facilitiesbusiness plans.Facilities and dams (i.e., water in-take pipes, valves);
·Ship hulls (i.e., barnacle covered hulls can increase fuel usage by more than 40%);
·Commercial fish nets;
·Pearling and Aquaculture industry;
·Drinking water treatment facilities;
·Farm irrigation water;
·Navigation locks;
·Oil rigs (FPSO);
·Other cement and/or steel substrates; and
·Concrete residential and commercial buildings
Unlike any other anti-fouling paint, Peptide Technologies’ fouling prevention coatings are the only ones in the world to receive a non-hazardous and non-dangerous rating by Risk Management Technology firm ChemAlert of Australia with a documented Government sanctioned certification. More information can be found here: http://peptidetechnologiesinc.com/about-us/certifications/
OUR PRODUCT LINE
Peptide Technologies is pleased to introduce four products designed to prevent the attachment of fouling organisms to a variety of substrates:
Ø | AquaNatural Industrial Coating- customized formulation to provide effective protection from fouling organisms onto fixed assets for 10 years.
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Ø | AquaCrete Natural Coating- customized solution to provide effective protection to concrete surfaces from fouling organisms for 10 years.
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Ø | AquaCulture Natural Coating- designed for flexible substrates such as netting to allow for expansion and contraction without compromising integrity of the coating for 2 years.
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Ø | AquaNatural Marine Coating- customizable friction reduction formula for assets while stationary or mobile for 5 years resulting in a potential 5-6% fuel cost savings.
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Together, these coatings will prevent attachment of fouling organisms to bare wood, carbon steel, galvanized steel, stainless steel, concrete, gel coats, underwater cable coverings and polypropylene netting. Coatings are non-hazardous and do not kill fouling agents. Coatings are designed to simply prevent organisms such as algae and other hard organisms (i.e. barnacles, mussels) from attaching to the substrate. In addition, coatings can be formulated to provide protection from fouling organisms onto fixed assets for 10 years (AquaNatural Industrial and AquaCrete Natural Coatings).
Furthermore, the incorporation of silicone into our coatings has been carefully tuned to not interfere with the slow release of the active ingredients. Indeed, the silicone provides a hydrophobic environment at the coated substrate/water interface. Empirical data obtained from a laboratory designed flume suggests a reduction in drag of >5%. As a result, our coating will contribute to an overall savings in fuel costs for mobile assets for a period of 5 years (AquaNatural Marine Coating).
AquaCulture Natural Coating has been designed to expand and contract without compromising the integrity of the coating. Open net-pens, anchor ropes and other substrates influenced by the action of water currents can be coated and protected from fouling by the flexible nature of this coating. PropertiesThe coating is designed to provide effective substrate coating protection for 2 years.
OUR PROVEN RESULTS
Peptide Technologies products are the first coating to be classified as a non-hazardous and non-dangerous good (Chem Alert - Australia) of all of the registered fouling prevention paints for both fresh and marine environments. The effectiveness of the coating at preventing the attachment of fouling organisms has been examined and independently monitored at locations around the globe including:Darwin, Australia, Niagara Falls, Canada, Colorado River, USA, Trondheim, Norway and Vancouver, Canada. Results from all these locations showed the coatings significantly prevented fouling attachment for periods up to 8 months.
Our coatings contain no biocides, are non-dangerous, non-hazardous and free of any regulated active ingredients (DSL and TSCA). The absence of copper from any of our coatings allows for application of our products to include spraying without contamination to neighboring waters. http://www.environment.nsw.gov.au/resources/sustainbus/ 2007108_mbs_sheet4.pdf.
Our products can be produced in multiple colors including clear and white. Furthermore the 30 minute quick curing time will reduce down time for mobile assets representing significant cost savings to owners.
Peptide Technologies has developed proven products that have successfully integrated fouling prevention with environmental safety with fouling prevention in the aquatic ecosystem. All of the coatings simply prevent the attachment of fouling organisms andCompany does not affect the welfare of other aquatic life. Indeed, our coatings have been applied to oyster shells to prevent fouling and subsequently shown not to affect the well-being of the animal. One of our products, AquaCrete Natural coating has also been shown to be also effective outside the aquatic environment in preventing algal attachment on concrete and thereby prevent algal fouling of walk ways or buildings located in humid or moist environments.
Peptide Technologies coatings offer a unique solution to environmental fouling for a variety of substrates. The coatings effectiveness, ease and speed of application andown its non-hazardous nature will ensure the protections of industrial assets and as well be compliant with environmental legislation.
Our patent-protected fouling prevention coatings (AquaNatural Industrial, AquaCrete Natural, AquaCulture Natural, AquaNatural Marine) are based on proprietary organic formulations developed over the past 18 years. After the past two years of conclusive product testing and formula improvements, we have launched a perfected product line offering the industry safe and sustainable fouling prevention coatings used to combat the rapidly growing problems caused by the attachment of hard fouling agents in the marine and fresh water environments. Our paint is unique globally and represents the ultimate in a green approach to fouling of mobile and fixed assets.
OUR ADVANTAGES
(a) | The products are an Earth friendly organic solution and non-hazardous to aquatic life; |
(b) | They can be applied to both stationary and moving substrates; |
(c) | All of our coatings have a Quick 30 minute cure time; |
(d) | Our products have been proven to be effective in both fresh and marine waters; |
(e) | Our coatings can be applied as a paint or spray; |
(f) | We offer several COLOR options to suit the end-users application; as well as a completely CLEAR coating, and, |
(g) | Our non-dangerous and non-hazardous coatings work by simply preventing attachment by hard fouling agents and bio-film without harming aquatic life |
OUR OUTLOOK
The International Marine coatings market currently generates revenues of $5 Billion annually and is projected to reach $10 Billion within 4 years according to Frost & Sullivan. Several factors will lead to the doubling of the global market in such a short time frame. Such factors include the introduction of an eco-friendly solution such as Peptide Technologies’ products. The availability of these products will facilitate painting of the ships and marine assets globally and not just in traditional unregulated shipping zones. Peptide Technologies is positioned to provide the entire marine coatings industry with several solutions to meet the change in environmental regulations, reduction in fuel consumption and lowering dry dock costs with its innovative product line. Our commitment to the Earth and Oceanic sustainability will drive our growth to enable a new generation of fouling prevention coatings.
Background
Bio-Fouling
Bio-fouling is the development of organic layers, created by the settlement of organisms and their metabolic products (primarily caused by a variety of organisms including: bacteria, algae and hard agents (mussels, barnacles etc.)). Fouling produces several problems for equipment and aquatic structures, deteriorating their performance and limiting their useful life.
Typically fouling begins with the formation of bio-films which develop and affect the interaction between the substrate surface and the environment. In most instances, bio-film developments compromise the substrate’s integrity and facilitate the subsequent production of algal growth and the attachment of other hard agents.
Bio-films are predominately aggregates of bacterial cells, which attach to and grow on a substrate, which are often resistant to disinfection. Bacterial bio-films cause serious problems for industrial fluid processing operations including: mechanical blockage interference in heat transfer process and microbial-induced corrosion. In engineered systems such as cooling water systems, food processing and other industrial applications, bio-film is a risk to public health. Product spoilage and souring are consequences of bio-film-mediated contamination.
Overall, bio-fouling represents a significant economic cost to a variety of man-made structures and facilities including: desalination plants, piers, and pylons, buoys, boilers, steam generators, cooling towers, evaporators, distillation units, heat exchangers, engine jackets and valves. In addition, bio-fouling generally increases fuel consumption, reduces efficiency, and greatly increases corrosion rates.
AquaNatural Industrial, AquaCrete Natural, AquaCulture Natural and AquaNatural Marine products are the only non-hazardous, non-toxic, safe, user-friendly, fouling prevention coatings. These four products prevent bio-film adherence and subsequent attachment by other hard fouling agents. Our Fouling Prevention coatings are the only four environmentally-safe paints for preventing the attachment of bio-films and hard fouling agents.
Other key attributes of our four fouling prevention, products include:
· | Our protective coating paints are available in several colors including white and clear; |
· | Our products do not kill fouling agents, simply prevent them from attaching to our coated surfaces; |
· | Our products can be applied to netting material, rope, fiberglass, cement and a variety of metal substrates; and, |
· | Of all the registered anti-fouling paints, Peptide Technologies, Inc.’s fouling prevention coatings are the only coatings registered non-hazardous, non-toxic paint coatings, and therefore rated as non-dangerous goods. |
Zebra and Quagga Mussels
The zebra mussel (Dreissena polymorpha) and its cousin, the quagga mussel (Dreissena rostriformis bugensis), are small bivalve mollusks with two matching half shells, having an average life span of 3 to 5 years. Zebra mussels are native to the Black, Caspian, and Azov Seas, dating back to 1769. By the late 18th and early 19th centuries, zebra mussels had spread to most all major drainages of Europe because of widespread construction of canal systems. They first appeared in Great Britain in 1824, where they are now well established. Since then, zebra mussels have expanded their range into Denmark, Sweden, Finland, Ireland, Italy, and the rest of Western Europe. Zebra mussels were first discovered in North America in 1988 in the Great Lakes. The first account of an established population came from Canadian waters of Lake St. Clair, a water body connecting Lake Huron and Lake Erie. By 1990, zebra mussels had been found in all the Great Lakes. The following year, zebra mussels escaped the Great Lakes basin and found their way into the Illinois and Hudson rivers. The Illinois River was the key to their introduction into the Mississippi River drainage which covers over 1.2 million square miles. Since its introduction, the zebra mussel has spread to 23 states in America and two Canadian provinces.
The quagga mussel is indigenous to the Dneiper River drainage of Ukraine and Ponto-Caspian Sea. It was discovered in the Bug River in 1890 by Andrusov, who named the species in 1897. The quagga mussel was first sighted in the Great Lakes in September 1989, when one was found near Port Colborne, Lake Erie, though the recognition of the quagga type as a distinct species was not until 1991. In August 1991, a mussel with a different genotype was found in a random zebra mussel sample from the Erie Canal near Palmyra, New York, and after confirmation that this mussel was not a variety of Dreissena polymorpha, the new species was named “quagga mussel” after the “quagga”, an extinct African relative of the zebra. The first sighting of quagga mussels outside the Great Lakes basin was made in the Mississippi River between St. Louis, Missouri and Alton, Illinois in 1995. In January 2007, populations of quagga mussels were discovered in Lake Mead near Boulder City, Nevada, and in Lake Havasu and Lake Mohave on the California/Arizona border.
The quagga mussel is a prolific breeder, possibly contributing to its spread and abundance. Dreissena are dioecious (either male or female) with external fertilization. A fully mature female mussel is capable of producing up to one million eggs per year. After fertilization, pelagic microscopic larvae, or veligers, develop within a few days and these veligers soon acquire minute bivalve shells. Free-swimming veligers drift with the currents for three to four weeks feeding by their hair-like cilia while trying to locate suitable substrata to settle and secure byssal threads. Zebra and quagga mussels accumulate organic pollutants within their tissues to levels more than 300,000 times greater than concentrations in the environment and these pollutants are found in their pseudofeces, which can be passed up the food chain, therefore increasing wildlife exposure to organic pollutants (Snyder et al., 1997). Another major threat involves the fouling of native freshwater mussels. Since quaggas were discovered in Lake Michigan in 1998, plankton rings formed by the passage of storms have been eaten away by the quagga mussels, threatening the local ecosystem.
Numerous pipelines, filter screens, hydroelectric turbines and pumping stations, irrigation tunnels, canals and aqueducts are becoming clogged with quagga and zebra mussels, and this proliferation and dispersion of mussel populations threatens to impact reclamation operations and multiple dams across North America, resulting in the interruption of hydropower and water delivery at significant economic costs. Of particular concern is the blockage of water lines designed to cool the hydropower turbines at dams like Hoover.
The quagga mussels, which grow to about 1.5 inches, are clogging water lines that are used to cool the 17 massive hydropower turbines at Hoover Dam and have already forced dam operators to temporarily shut down turbines that supply electricity to 1.6 million people in southern Nevada, Arizona and California.
The mussels have caused similar problems at the downstream Davis Dam in Lake Mohave and Parker Dam in Lake Havasu, both of which provide electricity for thousands of people in Arizona and California. The mussels have also threatened to clog water intake lines in Lake Mead operated by the Southern Nevada Water System that supply water to more than 2 million people in the Las Vegas area.
What took decades to unfold in the Great Lakes has played out in a matter of months in Lake Mead. Quaggas can lay eggs six or seven times a year in the warmer water, compared with once or twice a year in the Great Lakes.
If you drained Lake Mead above Hoover Dam, says National Park Service biologist Bryan Moore, it would reveal that brown canyon walls that were mussel-free just two years ago are now black with quaggas at densities of up to 55,000 per square meter. The Bureau of Reclamation, which operates the Hoover, Davis and Parker dams, has employed divers with high-pressure water hoses to blow mussels out of pipelines and filter gates, and the agency retains the option of using chlorine treatments on the mussels if necessary. But those treatments are expensive, temporary and, in the case of chlorine, can have negative environmental effects.
Colonization of the Columbia River Basin (CRB)in the Pacific Northwest by zebra and quagga mussel could affect all submerged components and conduits of the Federal Columbia River Power System (FCRPS) including trash racks, raw water distribution systems (headers), turbine bearing cooling systems, diffuser plates, service and fire-water systems, and fish passage facilities.
Despite the uncertainty about zebra and quagga mussel tolerance to water velocity, irregularities such as cracks and crevices and scaling in older pipes and flanges can provide lower velocity refugia where zebra and quagga mussel settlement can occur. The attached mussels, in turn, then produce additional low flow refuges, allowing colonization in otherwise inhospitable flow environments. Settlement can also occur when water flow is reduced during generation down-time as conditions become more conducive to attachment.
Zebra and quagga mussel densities within the CRB could vary widely depending on water chemistry, food availability, and breeding population. After their initial introduction, zebra mussel populations can rapidly increase by orders of magnitude, and then similarly decrease. Under ideal conditions in the Laurentian Great Lakes zebra mussel densities reach 700,000 – 800,000 per square meter (Kovalak et al, 1993). In the lower Mississippi River, where the zebra mussel has been introduced, densities of 400,000 per square meter have been reported (Kraft, 1995). The Mississippi has an ideal environment for zebra and quagga mussels, in part because food resources are abundant (Kraft, 1995). While Columbia River water quality parameters are favorable to zebra and quagga mussel colonization (Athearn 1999), the Columbia River’s lower plankton densities in comparison to the Mississippi or Great Lakes, may limit zebra and quagga mussel population densities.
Densities of zebra and quagga mussels in the Pacific Northwest will determine the severity of impacts on hydropower, navigation, and fish passage facilities. Zebra mussel densities in powerhouses will depend on the configuration of the water systems and water conduit materials. The potential economic impacts of zebra and quagga mussels on hydropower generation facilities in the Columbia River will be determined by a number of factors including density, growth rate, and maintenance costs. While density and growth are affected by environmental factors as noted above, maintenance costs will also be driven by the difficulty in accessing fouled areas, the methods available for removal and control, and the amount of time available for maintenance activities. They prefer to cling to flat, stainless steel structures where water flows less than 6 feet per second. The muscles infestation sets in and begins to clog hydroelectric power cooling pipes and other hardware in the dams’ operations with quagga colonies. Not only do they pose a threat to the cooling pipe system for hydroelectric turbines, but also to the network that supplies domestic water for workers and visitors at the dams.
Economic Impacts
• Hydroelectric Dams and Nuclear Power Plants
There are more than 85,000 dams in the United States alone, of which approximately 11% are federally owned and operated. The major concern is the blockage of water lines designed to cool the hydropower turbines at dams like Hoover. This problem has already caused a “significant increase in the frequency of high temperature alarms in cooling systems, requiring shutdowns” so that the mussels could be removed.
Quagga
The quagga mussels, which grow to about 1.5 inches, are clogging water lines that are used to cool the 17 massive hydropower turbines at Hoover Dam and have already forced dam operators to temporarily shut down turbines that supply electricity to 1.6 million people in southern Nevada, Arizona and California.
The mussels have caused similar problems at the downstream Davis Dam in Lake Mohave and Parker Dam in Lake Havasu, both of which provide electricity for thousands of people in Arizona and California. The mussels have also threatened to clog water intake lines in Lake Mead operated by the Southern Nevada Water System that supply water to more than 2 million people in the Las Vegas area.
Maintenance costs will also be driven by the difficulty in accessing fouled areas, the methods available for removal and control, and the amount of time available for maintenance activities. It has been estimated that hundreds of millions of dollars is spent annually to combat the mussel infestation at hydroelectric dams alone, and it is expected that this amount will increase exponentially once the infestation has spread to the West.
Virtually any submerged area with a moderate flow rate that draws water from an infested water source is vulnerable to colonization. This is especially true of areas that offer protection to small mussels, such as crevices or seams. Intake screens, for example, are common settlement areas and are often coated with clumps or druses of mussels. The presence of dislodged shells in the discharge of a facility’s raw well or forbay is a common first indicator of the presence of zebra mussels in the raw water main. Facilities may also experience a noticeable decrease in head pressure. Most facilities have numerous components subject to severe bio-fouling,
• Shipping Industry
The shipping industry worldwide spends huge amounts every year combating the effects of “fouling”. Every year or two, ocean going vessels must dry-dock in order to undergo extensive work over two or more weeks to remove barnacles that have attached to the hull. Prior to dry-docking, ships gradually undergo rapid increases in additional fuel costs due to increased drag from fouling. The mechanism involved in fouling occurs in a series of three steps. Within one week, the hull surface is coated with a slimy deposit. Following this, various micro-organisms (bacteria) attach. Barnacles attach to this slimy/bacterial coating and become attached to the ship’s hull using a bio-cement generated by a series of three proteins that undergo a conformational change, within the organism. This cement is one of, if not the strongest cement known to date of anything produced naturally.
The current anti-fouling paint applied to ship hulls contains toxic chemicals and heavy metals. However, as the international shipping community has been issuing legislation prohibiting the use of these environmentally hazardous substances – the need for alternatives is pressing.
• Recreational Boating Industry
In contrast, Lake Mead Marina predicts the costs to the West’s recreational boating industry alone will be immense in the coming few years. Mussels are smothering everything under the waterline at marinas, making simple maintenance on boats and floating docks expensive and time consuming, not to mention dangerous due to the razor-sharp shells being plucked from the water.
The United States Park Service, which figures the mussels have been in Lake Mead since 2005, is trying to protect the rest of the West’s waters by requiring boats that have been docked in a slip to be decontaminated with jets of scalding water before departing Lake Mead. A killer hot wash costs about $40 for a small boat and up to $200 for a houseboat.
• Ecological Damage
The infestation of zebra and quagga mussels are wreaking havoc on the native species indigenous to the waterways they inhabit. These mussels attach to other mussel species and crustaceans making it almost impossible for them to eat and survive. While the zebra and quagga do have predator enemies, there are not enough to consume the rapidly growing infestation.
This is more than an ecological concern. The federal government plans to spend over a billion dollars in the coming years to help these species recover, and zebra and quagga mussels have a history of ravaging native species in the waters they invade. In Lake Michigan, for example, prey fish numbers are less than 10% of what they were before the invasive mussels arrived.
Zebra mussels are also believed to be the source of deadly avian botulism poisoning that has killed tens of thousands of birds in the Great Lakes since the late 1990s.
Zebra and quagga mussels accumulate organic pollutants within their tissues to levels more than 300,000 times greater than concentrations in the environment and these pollutants are found in their pseudofeces, which can be passed up the food chain, therefore increasing wildlife exposure to organic pollutants.
Another major threat involves the fouling of native freshwater mussels. Since quaggas were discovered in Lake Michigan in 1998, plankton rings formed by the passage of storms have been eaten away by the quagga mussels, threatening the local ecosystem.
Other zebra and quagga mussel infested applications include:
• Drinking water treatment facilities;
• Fish hatcheries and aquaculture facilities;
• Golf courses;
• Impoundments and reservoirs;
• Institutions (hospitals, colleges, etc.);
• National scenic river ways;
• Navigation locks;
• Public agencies; and
• Farm irrigation water.
Facilities and Properties
We do not own our own facilities and areis presently renting an identity office in Seattle, Washington.
Employees
Our officers, directors, and employees are responsible for planning, developing and operational duties and will continue to do so throughoutat 5348 Vegas Drive #177, Las Vegas, Nevada 89108.As the early stagesproduction of our growth.
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products will be outsourced to a manufacturer, the Company has no need for a physical manufacturing facility.The packaging and labeling of our products for shipping and distribution will also be outsourced. Management plans to outsource the delivery of its products to a name brand distributor who has an advanced fulfillment network. The Company will benefit from the distributor’s expertise in worldwide product delivery. As such, the Company has no need for a warehouse or distribution facility.
Manufacturing and Materials
The primary raw materials that we will use in the manufacture of our products are various botanicals, peptides, collagen and vitamin C. These raw materials are readily available from multiple suppliers and are utilized widely in the cosmetic and skincare industry. The manufacturer will source the raw materials and blend them according to our custom specifications. All products will be supplied by the manufacturer. The manufacturer sources the raw materials and blends them with our custom specifications.
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Distribution
We will sell our products primarily through our own e-commerce websites directly to consumers online through Company-owned and operated e-commerce sites. While we expect a majority of our online sales to be generated in the United States, we intend for expansion of online sales growth globally.
Marketing
We intend to build brand awareness and sales through our digital presence, which encompasses e-commerce and m-commerce, as well as digital and social media. We wish to set the standard for online shopping by continually innovating to better meet consumer online shopping preferences (e.g., how-to videos, ratings and reviews, and mobile phone and tablet applications). We will support our e-commerce and m-commerce businesses via digital and social marketing activities designed to build brand equity and consumer engagement. We will support our authorized retailers to strengthen their e-commerce businesses and drive sales of our brands on their websites. We will dedicate resources to implement coordinated, brand-enhancing strategies across all online activities to increase our direct access to consumers.
Competition
There is vigorous competition in the skin care industry. Brand recognition, quality, performance, availability and price are some of the factors that impact consumers’ choices among competing products. We will compete against a number of companies, some of which have substantially greater resources than we do.
Trademarks, Patents and Copyrights
We have no trademark rights or patent rights. We intend to file an application for trademark with the United States Patent and Trademark Office. We own the domain names www.eternelleskin.com, www.eternelleskincare.com, www.eternelleskincareproducts.com.
Government Regulation
We and our products will be subject to regulation by the Food and Drug Administration and the Federal Trade Commission in the United States, as well as by various other federal, state, local and international regulatory authorities and the regulatory authorities in the countries in which our products are sold. Such regulations principally relate to the ingredients, manufacturing, labeling, packaging, marketing, advertising, shipment, disposal and safety of our products.
WHERE YOU CAN FIND MORE INFORMATION
You are advised to read this Form 10-K in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q 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.
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RISKS RELATED TO OUR BUSINESS AND INDUSTRY
FACTORS.The Company will face competition from existing consumer product companies.
Direct-to-consumer online sales of the Company’s skincare products will be marketed using social media strategies and top influencers in the skincare space. They will also be marketed through dermatologist offices. The Company faces vigorous competition from multinational consumer product companies. Some of these companies have greater resources than Peptide Technologies and may be able to respond to changing business and economic conditions more quickly. Competition in the skincare business is based on perceived value, branding, pricing, advertising, new product development, e-commerce initiatives, and other activities.
The Company has a lack of revenue history and has had a limited history of operations.
Peptide Technologies Inc.The Company was formed on November 18, 2005 for the purpose of engaging in any lawful business and had adopted a plan to engage the sale of art work over the internet. The Company had minimal revenues. On July 29, 2010, the Company'sCompany changed its name changed from Online Originals, Inc. to CREENERGY Corporation. The name change was intended to convey a sense of the Company's new business focus as it lookslooked to pursue other opportunities. Specifically, the Company intended to obtain leases for the exploration and production of oil and gas in northern Alberta, Canada. The Company was unable to identifiedidentify any prospects or enter into any leases or agreements.
On August 23, 2011, the Company entered into an Asset Purchase Agreement to acquire intangible assets and intellectual property known as the Peptide Technology Platform. The Peptide Technology Platform includesincluded the technology platforms for developing a variety of drug candidates and biological solutions for existing problems in humans, animals, and the environment. Effective October 12, 2011, the Company changed its name to Peptide Technologies, Inc. in order
Effective January 10, 2017, the Company changed its name to Eternelle Skincare Products Inc. to better convey a sense of the Company’s new business focus. Atfocus of developing and marketing skincare products.
Effective February 28, 2018, the dateCompany changed its name back to Peptide Technologies, Inc. to better convey the broader potential of this Annual Report on Form 10-K,the Company. The Company is continuing to do business as Eternelle Skincare Products.
As of March 31, 2019, the Company is not profitable. PeptidesThe Company must be regarded as a start-up venture with all of the unforeseen costs, expenses, problems, risks, and difficulties to which such ventures are subject.
PeptidesThe Company can give no assurance of success or profitability to the Company’s investors.
There is no assurance that Peptidesthe Company will ever operate profitably. There is no assurance that the Company will generate revenues or profits, or that the market price of the Company’s common stock will be increasedincrease thereby.
The Company will need additional financing for which Peptidesit has no commitments, and this may jeopardize the execution of the Company’s business plan.
The Company’sCompany needs capital needs consist primarily of expenses related to expenses incurred with maintaininglaunch its reporting status andproducts which could exceed $50,000$500,000 in the next twelve12 months. Such funds are not currently committed, and Peptides’ cash as of the date of this Annual Report on Form 10K of approximately $5,000.
PeptidesThe Company has limited funds and such funds may not be adequate to carry out theits business plan. The Company’s ultimate success depends upon its ability to raise additional capital. The Company has not investigated the availability, source, or terms that might govern the acquisition of additional capital and will not do so until it determines a need for additional financing. If the Company needs additional capital, it has no assurance that funds will be available from any source or, if available, that they can be obtained on terms acceptable to the Company. If not available, Peptides’the Company’s operations will be limited to those that can be financed with its modest capital.
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The Company will incur expenses in connection with our secits Securities and Exchange Commission (SEC) filing requirements and we may not be able to meet such costs, which could jeopardize ourits filing status with the SEC.
As a public reporting company, we arethe Company is required to meet the filing requirements of the SEC. WeThe Company may see an increase in ourits legal, accounting, auditing and accountingfees and expenses as a result of such requirements. We estimate suchOur costs on an annualized basis to be approximately $50,000, which includes both the annual audit and the review of the quarterly reports by our auditors. These costs canwill increase significantly ifas the Company isexpands operations. Our filings are subject to comment from the SEC on its filings and/or we areit is required to file supplemental filings for transactions and activities. If we arethe Company is not compliant in meeting the filing requirements of the SEC, weit could lose ourits status as a 1934 Act Company, which could compromise ourits ability to raise funds.
PeptidesThe Company is not diversified and it is dependent on only one business.
Because of the Company’s limited financial resources, that the Company has, it is unlikely that the Companyit will be able to diversify its operations. Peptides’The Company’s probable inability to diversify its activities into more than one area will subject the Companyit to economic fluctuations within the industry and therefore increase the risks associated with the Company’s operations due to lack of diversification.
The Company may in the future issue more shares, which could cause a loss of control by its present management and current stockholders.
PeptidesThe Company may issue furtheradditional shares as consideration for the cash, or assets, or services out of its authorized, but unissued, common stock that would, upon issuance, represent a majority of the voting power and equity of the Company. The result of such an issuance would be that those new stockholders and management would control the Company, and unknown persons unknown could replace the Company’s management at this time.management. Such an occurrence would result in a greatly reduced percentage of ownership of Peptidesthe Company by its current shareholders, which could present significant risks to investors.
PeptidesThe Company will depend upon its management, but it will have limited participation of management.
The Company currently has twofour individuals who are serving as its officers and directors. The Company will be heavily dependent upon their skills, talents, and abilities, as well as several consultants, to Peptides, to implement the Company’s business plan, andplan. The Company may, from time to time, find that the inability of theits officers, directors, and consultants to devote their full-time attention to Peptidesthe Company’s business results in a delay in progress toward implementing the Company’sits business plan.
PeptidesThe Company does not know of any reason, other than outside business interests, that would prevent them from devoting their attention full-time to itsthe Company when the business may demand such full-time participation.
The departure of our key personnel could compromise ourthe Company’s ability to execute ourits strategic plan and may result in additional severance costs to us.
Ourcosts.The Company’s success largely depends on the skills, experience, and efforts of ourits key personnel. The loss of these persons, or ourthe Company’s failure to retain other key personnel, would jeopardize ourits ability to execute ourits strategic plan and materially harm ourits business.
WeThe Company will need to recruit and retain additional qualified personnel to successfully grow ourits business.
OurThe Company’s future success will depend in part on ourits ability to attract and retain qualified operations, marketing, sales, and sales personnel as well as engineers.engineering personnel. Inability to attract and retain such personnel could adversely affect the growth of our business. We expectbusiness growth. The Company expects to face competition in the recruitment of qualified personnel and we cancannot provide noany assurance that weit will attract or retain such personnel.
Risks Related to our Stock:
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The regulation of penny stocks by the SEC and FINRA may discourage the tradability of ourthe Company’s securities.
The Company is a “penny stock” company. None of ourits securities currently trade in any market and, if ever available for trading, will be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase “accredited investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 (excluding a primary residence) or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of shareholders to sell their securities in any market that might develop therefore because it imposes additional regulatory burdens on penny stock transactions.
In addition, the Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks".stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because ourthe Company’s securities constitute “penny stocks” within the meaning of the rules, the rules would apply to usthe Company and to ourits securities. The rules will further affect the ability of owners of shares to sell ourthe Company’s securities in any market that might develop for them because it imposes additional regulatory burdens on penny stock transactions.
Shareholders should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. OurThe Company’s management is aware of the abuses that have occurred historically in the penny stock market. Although we dothe Company does not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to ourthe Company’s securities.
OurThe Company’s officers and directors collectively own a substantial portion of ourits outstanding common stock, and as long as they do, they may be able to control the outcome of stockholder voting.
OurThe Company’s officers and directors are collectively the beneficial owners of approximately 44% of the outstanding shares of ourthe Company’s common stock. As long as ourthe Company’s officers and directors collectively own a significant percentage of ourits common stock, our other shareholders may generally be unable to affect or change the management or the direction of our companythe Company without the support of ourits officers and directors. As a result, some investors may be unwilling to purchase ourthe Company’s common stock. If the demand for ourthe Company’s common stock is reduced because ourits officers and directors have significant influence over our company,the Company, the price of ourthe Company’s common stock could be materially depressed. Thedepressed.The officers and directors will be able to exert significant influence over the outcome of all corporate actions requiring stockholder approval, including the election of directors, amendments to ourthe certificate of incorporation and approval of significant corporate transactions.
WeThe Company may seek to raise additional funds or develop strategic relationships by issuing capital stock.
We have financed ourThe Company expects to finance its operations and we expect to continue to finance our operations and developdeveloping strategic relationships, by issuing equity or convertible debt securities, which could significantly reduce or dilute the percentage ownership of our existing stockholders. Furthermore, any newly issued securities could have rights, preferences, and privileges senior to those of our existing stock. Moreover, any issuances by us of equity securities may be at or below the prevailing market price of ourthe Company’s stock and in any event may have a dilutive impact on yourinvestors’ ownership interest, which could cause the market price of stock to decline.
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The Company may also raise additional funds through the incurrence of debt, and the holders of any debt wethe Company may issue would have rights superior to yourinvestors’ rights in the event we arethe Company is not successful and areis forced to seek the protection of the bankruptcy laws.
The Company will pay no foreseeable dividends in the future.
The Company has not paid dividends on ourits common stock and dodoes not ever anticipate paying such dividends in the foreseeable future.
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 2. DESCRIPTION OF PROPERTY
We doPROPERTIES.The Company does not own ourits own facilities and areis presently renting an identity office in Seattle, Washington.
(a) | Real Estate | None.
|
(b) | Title to properties. | None. |
(c) | Oil and Gas Prospects. | None. |
(d) | Patents | None |
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. MINEMINING SAFETY DISCLOSURE
DISCLOSURESNot Applicable.
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, AND RELATED STOCKHOLDER MATTERSMarket for Common Equity and Related Stockholder Matters
(a) AND ISSUER PURCHASES OF EQUITY SECURITIES.Market Information
Our Common StockThere is presently traded onno established public trading market for Peptide Technologies’ common stock, par value $0.001 per share. There were no trades of Peptide Technologies’ common stock during the over-the-counter market on the OTCBB. On August 7, 2008, we were listed on the over the counter bulletin board under the symbol “OLOI”.
Effective on October 12, 2011,years ended March 31, 2019 and 2018.Holders of Record
As of March 31, 2019, the Company filed an amendment to its Articles of Incorporation with the Secretary of State of Nevada to change its name from Creenergy, Corporation to Peptide Technologies, Inc.
As a result of the change, the Company’s trading symbol, on the Over The Counter Market BBboard was changed to “PEPT.” During the period of August 7, 2008 through November 30, 2013, our shares have not traded.
(b) Holders
As of January 06, 2014, there were approximately ninety-nine (99)had 141 holders of record of ourits common stock.
We haveThe Company has never declared or paid dividends on ourits common stock. We intendThe Company intends to retain earnings, if any, to support the development of ourits business and therefore dodoes not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of our boardthe Board of directorsDirectors after taking into account various factors, including current financial condition, operating results, and current and anticipated cash needs.
(d)Issuer Purchases of Equity Securities
The Company did not repurchase any shares of its common stock during the years ended March 31, 2019 and 2018.
Securities Authorized for Issuance Under Equity Compensation Plans
The Company has not authorized any securities for issuance under equity compensation plans
None.
RECENT SALES OF UNREGISTERED SECURITIES
During the years ended November 30, 2013 and 2012, the Company made the following sales and issuances of its unregistered securities.
On January 5, 2012, the Company issued 5,000 shares of the Company’s restricted common stock for cash proceeds of $4,936 (CAD $5,000).
On January 6, 2012, the Company issued 5,000 shares of the Company’s restricted common stock for cash proceeds of $4,921 (CAD $5,000).
On January 15, 2012, 5,000 shares of the Company’s restricted common stock were issued for cash proceeds of $4,884 (CAD $5,000).
On January 24, 2012, the Company issued 5,000 shares of the Company’s restricted common stock for cash proceeds of $4,943 (CAD $5,000).
On April 20, 2012, the Company issued 5,000 shares of the Company’s restricted common stock for cash proceeds of $5,041 (CAD $5,000).
On July 11, 2012, the Company issued 5,000 shares of the Company’s restricted common stock were issued for cash proceeds of $4,902 (CAD $5,000).
On August 31, 2012, the Company issued 5,000,000 fully vested shares of the Company’s restricted common stock at a par value of $0.001 per share to a director of the Company for accepting the positions of Chief Financial Officer and director of the board. As a result, the Company recorded share-based payment of $5,000 when the stock was issued.
On September 28, 2012, the Company issued 5,000 shares of the Company’s restricted common stock for cash proceeds of $5,086 (CAD $5,000).
On October 15, 2012, the Company issued 20,000 shares of the Company’s restricted common stock for cash proceeds of $20,402 (CAD $20,000).
On November 28, 2012, the Company issued 3,000,000 fully vested shares of the Company’s restricted common stock at a par value of $0.001 per share to a third party for technical services rendered. As a result, the Company recorded stock compensation expense of $3,000 when the stock was issued.
On April 10, 2013, the Company issued 20,000 shares of the Company’s restricted common stock for cash proceeds of $20,000. The Company paid $2,000 in share issuance costs.
On April 26, 2013, the Company issued 2,000,000 shares of the Company’s restricted common stock at a par value of $0.001 per share to a third party for marketing assistance with the development of the international markets in the South Pacific quadrant for the Company. As a result, the Company recorded consulting expense of $2,000 when the stock was issued.
On July 18, 2013, the Company issued 25,000 shares of the Company’s restricted common stock for cash proceeds of $25,000.
Exemption from Registration Claimed
All of the shares described above were issued by us in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(2). All of the individuals and/or entities listed above that purchased or were issued the unregistered securities were all known to us and our management, through pre-existing business relationships, as long standing business associates, friends, and employees. All purchasers were provided access to all material information, which they requested, and all information necessary to verify such information and were afforded access to our management in connection with their purchases. All purchasers of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to us. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.
DESCRIPTION OF SECURITIES
Common Stock
We are authorized to issue up to 675,000,000 shares of Common Stock, $0.001 par value. The holders of our Common Stock are entitled to one vote per share held and have the sole right and power to vote on all matters on which a vote of stockholders is taken Voting rights are non-cumulative. Common stockholders are entitled to receive dividends when, as, and if declared by the Board of Directors, out of funds legally available therefore and to share pro rata in any distribution to stockholders. Upon liquidation, dissolution, or the winding up of our Company, common stockholders are entitled to receive the net assets of our Company in proportion to the respective number of shares held by them after payment of liabilities which may be outstanding. The holders of Common Stock do not have any preemptive right to subscribe for or purchase any shares of any class of stock of the Company. The outstanding shares of Common Stock will not be subject to further call or redemption and are fully paid and non-assessable. To the extent that additional common shares are issued, the relative interest of existing stockholders will likely be diluted.
At present, we are not authorized to issue any series or shares of preferred stock.
Stock Purchase Warrants
None.
Stock Purchase Options
None.
ITEM 6. SELECTED FINANCIAL DATA
Contained underDATA.This Item 7 – Management’s Discussionis not required for smaller reporting companies, and Analysis of Financial Condition and Results of Operations.
ITEM 7. MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
CautionaryPlan of Operation
The Company’s business is to develop and Forward-Looking Statements
market skincare products. Its plan is to build a state-of-the-art online store 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 Peptide Technologies 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 Peptide Technologies’ 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.
In addition to statementsbasic social media strategies, management intends to engage top influencers in the skincare space. The Company will identify new and potential influencers using proprietary algorithmic software tools. Once sales have begun, management will create a predictable sales model to accelerate and project the Company’s future growth. The Company will utilize Facebook, Instagram, Twitter, and an online blog, and will retarget ads to IP addresses collected from online orders and influencers’ websites.
Given the complexity of historical fact, this Form 10-K contains forward-looking statements.global shipping, the Company plans to partner with a name brand distributor to deliver its products. The presentationdistributor has an advanced fulfillment network, and the Company will benefit from the distributor’s expertise in worldwide product delivery. Management plans to negotiate an arrangement with the distributor to warehouse the Company’s products in the distributor’s fulfillment centers. The distributor will pick, pack, and ship products, as well as provide customer service for the Company’s products. The distributor’s fulfillment centers are built to efficiently manage inventory and are able to handle cross-border shipping and customs issues.
We are now in the process of future aspectsputting together a marketing and sales funnel with the right channels and key trackable metrics to test and adjust the funnel for maximum effectiveness. Our long-term marketing objectives include creating brand visibility and awareness, securing paid social media and online advertising, blogging and content marketing, and developing a public relations strategy. Marketing media to be engaged will include social media networks, such as Facebook, Instagram, Twitter, and YouTube Pre-Roll Ads. Additional advertising channels will be engaged, including Google PPC (Search Ads), retargeting ads, influencer marketing, and content marketing. In addition, we will be creating video content to be used on our website. We expect to launch our marketing campaign in the first quarter of the fiscal year ending March 31, 2020.
The Company will rely on related party advances to fund these expenditures until it can raise money through debt and/or equity financing.
In February 2018, the Company changed its name from Eternelle Skincare Products Inc. to Peptide Technologies, Inc. (the "Company" or "Issuer") found in these statements is subject to a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as ofbetter convey the date hereof. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," or "could" or the negative variations thereof or comparable terminology are intended to identify forward-looking statements.
These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause the Company actual results to be materially different from anybroader future results expressed or implied by the Company in those statements. Important facts that could prevent the Company from achieving any stated goals include, but are not limited to, the following:
(a) volatility or decline of the Company's stock price;
(b) potential fluctuation in quarterly results;
(c) failure of the Company as peptides may be used in other applications aside from skincare products. However, as the Company’s current focus is developing and marketing skincare products, and as it has no current plans to earn revenues or profits;
(d) inadequate capitalexpand outside this focus, the Company decided to file a DBA to continue or expand itsdoing business inability to raise additional capital or financing to implement its business plans;
(e) failure to make sales on an increasing basis;
(f) rapidusing the name, Eternelle Skincare Products.9
Results of Operations for the Years Ended March 31, 2019 and significant changes in markets;
(g) litigation with or legal claims and allegations by outside parties; and
(h) insufficient revenues to cover operating costs.
There is no assurance that2018At present, the Company will be profitable, the Company may not be able to successfully develop, manage or market its products and services, the Company may not be able to attract or retain qualified executives and personnel, the Company's products and services may become obsolete, government regulation may hinder the Company's business, additional dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants and stock options, or the exercise of warrants and stock options, and other risks inherent in the Company's businesses.
The Company undertakeshas no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the factors described in other documents the Company filesrevenue. Net loss increased from time to time with the Securities and Exchange Commission, including the Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K filed by the Company.
Plan of Operation for the Next Twelve (12) Months
The following discussion of the plan of operation, financial condition, results of operations, cash flows and changes in financial position of our Company should be read in conjunction with our most recent consolidated financial statements and notes appearing elsewhere in this Form 10-K.
Our registered public accounting firm’s audit report on our consolidated financial statements as of and$49,671 for the year ended
November 30, 2013, includesMarch 31, 2018 to $93,579 for the year ended March 31, 2019 due to higher general and administrative expenses related to being a
“going concern” explanatory paragraph that describespublic company. This included an increase in stock-based compensation.Liquidity and Capital Resources
The Company’s primary sources of liquidity and capital resources have been related-party advances and a note payable of $63,877 and $70,000, respectively during the year ended March 31, 2019. Subsequent to March 31, 2019, the Company received an additional note payable totaling $67,257 ($90,000 Canadian Funds). The Company requires significant cash to launch its business and reduce its liabilities. These factors raise substantial doubt about ourthe Company’s ability to continue as a going concern. Management’s plansWe 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 regardthe near future or meet financing requirements, the Company may need to the factors prompting thecurtail or alter its plan of operation. Our independent registered public accounting firm included an explanatory paragraph are discussed below.
On August 23, 2011, the Company entered into an Asset Purchase to acquire intangible assets and intellectual property known as the Peptide Technology Platform. The Peptide Technology Platform includes the technology platforms for developing a variety of drug candidates and biological solutions for existing mussel problems in the environment. Effective October 12, 2011, the Company changed its name to Peptide Technologies, Inc. in order to better convey a sense oftheir report regarding substantial doubt about the Company’s new business focus.
Peptide Technologies, Inc. is a development stage company that is engaged in the development and manufacture of safe “green” peptide-based products used to combat the rapidly growing problems caused by the quagga and zebra mussel infestation in U.S. and Canadian waters.
We have no employees at the present time, other than our Chief Executive Officer, Chief Financial Officer, and Vice President of Operations and Communications. We will continue to operate with very limited administrative support as our current officers continue to be responsible for developing and operational duties. We began accruing salaries for these officers during our fourth quarter of this past fiscal year. We do not compensate our directors for their time spent on behalf of our Company, but they are entitled to receive reimbursement for all out of pocket expenses incurred for attendance at our Board of Directors meetings.
Our continuing operations are dependent upon the identification and successful completion of additional long-term or permanent equity financing, the support of creditors and shareholders, and, ultimately, the achievement of profitable operations. There can be no assurances that we will be successful, which would in turn significantly affect our ability to
completecontinue as a going concern.Cash Flow
The following table summarizes, for the periods indicated, selected items in our business plan. If not, we will likely be requiredStatements of Cash Flows:
| | Year Ended | |
| | March 31, | |
| | 2019 | | 2018 | |
| Net cash (used in) provided by: | | | | | | |
| Operating activities | $ | (47,059 | ) | $ | (36,112 | ) |
| Investing activities | $ | - | | $ | (16,000 | ) |
| Financing activities | $ | 133,877 | | $ | 53,850 | |
Operating Activities
Cash used in operating activities was $47,059 and $36,122 for the years ended March 31, 2019 and 2018, respectively. The increase in cash used in operating activities was primarily due to reduce operations or liquidate assets. We will continue to evaluate our projected expenditures relative to our availablea higher net loss.
Investing Activities
Cash used in investing activities was $0 and $16,000 for the years ended March 31, 2019 and 2018, respectively. The cash and to seek additional means of financingused in order to satisfy our working capital and other cash requirements.
We believe we do not have sufficient cash resources to satisfy our needs through the end of November 30, 2013. Our ability to satisfy cash requirements thereafter and the need for additional funding is dependent on our ability to generate revenue from our businessinvesting activities in sufficient quantity and on a profitable basis. To the extent that we require additional funds to support our operations or the expansion of our business, we may attempt to sell additional equity shares or issue debt. Any sale of additional equity securities will result in dilution to our stockholders. Should we require additional cash in the future, there can be no assurance that we will be successful in raising additional debt or equity financing on terms acceptable to us, if at all.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Financial Condition
At November 30, 2013, we had a working capital deficit of $1,750,965 compared to working capital deficit of $803,823 at November 30, 2012. At November 30, 2013, our total assets consisted of cash of $157, website of $5,833 and intangible assets and intellectual property of $45,000. This compares with our total assets at November 30, 2012, which consisted of cash of $7,780, prepaid expenses of $3,494, website of $9,167 and intangible assets and intellectual property of $45,000.
At November 30, 2013, our total current liabilities, consisting of accounts payable of $574,188, accrued liabilities of $27,000, payroll taxes payable of $17,084, salaries and benefits payable of $1,044,000, and notes payable of $88,850. Whereas, at November 30, 2012, our total current liabilities, consisting of accounts payable of $274,217, accrued liabilities of $9,500, payroll taxes of $6,000, salaries and benefits payable of $441,000, and notes payable of $84,380.
Result of Operations – New Developments
We recognized no revenues from discontinued operations during both fiscal years ending November 30, 2013 and 2012. We have not received any revenue since our inception of the New Developments which began June 26, 2010. Our short and long-term survival is dependent on funding from sales of securities as necessary or from shareholder loans.
During the year ended
November 30, 2013, we incurred operating expenses of $994,706 comparedMarch 31, 2018 was due to
operating expenses of $654,986website development costs.Financing Activities
Cash provided by financing activities was $133,877 and $53,850 for the yearyears ended November 30, 2012.March 31, 2019 and 2018, respectively. The principal componentincrease in cash provided by financing activities was primarily due to higher related-party advances and a note payable of losses in 2013 were salaries and bonus of $623,084 consulting expense of $302,000, professional fees of $38,170, and general and administration of $30,350; compared with the principal component losses in 2012 which were salaries and bonus of $447,000, consulting expense of $145,000, professional fees of $46,759, and general and administration of $16,226.
The net loss for the year ended November 30, 2013 was $995,476 compared to a net loss of $659,736 for the year ended November 30, 2012. From the point of re-entry into the development state on June 26, 2010 to November 30, 2013, we have incurred a net loss of $1,893,030.
We believe our existing cash balance is not sufficient to carry our normal operations for the next 12 months. To the extent that we require additional funds to support our operations or the expansion of our business, we may attempt to sell additional equity shares or issue debt. Any sale of additional equity securities will result in dilution to our stockholders. There can be no assurance that additional financing, if required, will be available to our company or on acceptable terms.
Off Balance$70,000.Off-Balance Sheet Arrangements.
Critical Accounting Policies and Estimates
The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make assumptions and estimates that affect the reported amounts of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The following is a summary of the significant accounting policies and related estimates that affect the Company’s financial disclosures:
Principlesdisclosures.10
Revenue Recognition
The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of Consolidation
These consolidated financial statements includepromised goods or services to customers in an amount that reflects the
accountsconsideration for which the entity expects to be entitled in exchange for those goods or services. In applying the guidance of ASC 606, the Company 1) identifies the contract with the customer 2) identifies the performance obligations in the contract 3) determines the transaction price, 4) determines if an allocation of that transaction price is required to the performance obligations in the contract, and 5) recognizes revenue when or as the companies satisfies a performance obligation. Revenue will generally be recognized upon shipment of products to the customer, less rebates, returns and allowances. We will be required to make estimates for such reductions to revenues at the time of sale. The Company plans to begin recognizing revenue in the second quarter of the Company and its wholly-owned subsidiary Pept Peptide, a company incorporated in the province of British Columbia on August 5, 2013. All significant inter-company balances and transactions have been eliminated upon consolidation.
Organizational and Start-up Costs
Costs of start-up activities, including organizational costs, are expensed as incurred in accordance with Accounting Standards Codification (“ASC”) 720-15, “Start-Up Costs”.
Development-Stage Company
During thefiscal year ended November 30, 2010, the Company abandoned its previous business of sale of original artwork and re-entered the development stage with its intended new business, which currently has no revenues. Management expects to sustain losses from operations until such time it can generate sufficient revenues to meet its anticipated cost structure. The Company is considered a development-stage company in accordance with the ASC 915, “Accounting and Reporting by Development-Stage Enterprises”. A development-stage enterprise is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments with original maturities of three months or less.
Website
In accordance with ASC 350-50, “Website Development Costs”, expenditures during the planning and operating stages of the Company’s website are expensed as incurred. Expenditures incurred during the website application and infrastructure development stage are capitalized and amortized to expense over the website’s estimated useful life of 3 years.
Intangible Assets
Intangible assets include the cost of acquiring the intellectual property. In accordance with ASC 350-30 “General Intangibles Other Than Goodwill”, an intangible asset that is acquired either individually or with a group of other assets shall be recognized. Costs of internally developing, maintaining, or restoring intangible assets that are not specifically identifiable, that have indeterminate lives, or that are inherent in a continuing business and related to an entity as whole, shall be recognized as an expense when incurred. The intellectual property is determined to have an indefinite useful life and is not subject to amortization.
2020. Impairment of Long-Lived Assets
Long-livedThe long-lived assets includeheld and used by the website and intangible assets and intellectual property. Long-lived assets subject to amortizationCompany are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets not subject to amortization are tested for impairment annually or more frequently if events or changes inIn the event that facts and circumstances indicate that the asset might be impaired. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of any long-lived asset may be impaired, an asset toevaluation of recoverability is performed. There were no impairment losses during the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceedsyears ended March 31, 2019 and 2018.
Share-Based Payments
Determining the fair value of share-based awards at the asset. There has been no impairment asmeasurement date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise and the associated volatility. Peptide Technologies estimates the fair value of November 30, 2013.
Research and Development
Research and development expenses are charged to operations as incurred.
Income Taxes
options granted using the Black-Scholes valuation model. The Company adopted the ASC 740, “Accounting for Income Taxes”. ASC 740 requires the useexpected life of the asset and liability methodoptions used in this calculation is the period of accounting of income taxes. Undertime the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differencesoptions are expected to be recovered or settled. A valuation allowanceoutstanding. Expected stock price volatility is established when necessary to reduce deferred tax assets tobased on the historical volatility of Peptide Technologies’ stock for a period approximating the expected life, and the risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues approximating the expected life. Judgment is also required in estimating the amount expectedof share-based awards that will be forfeited prior to be realized.
Basic and Diluted Income (Loss) per Share
In accordance with ASC 260, “Earnings per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that wouldvesting. Incorrect estimates could have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings per share are not shown for periods in which the Company incurs a loss because it would be anti-dilutive. At November 30, 2013, the Company had no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.
Estimated fair value of financial instruments
The carrying value ofsignificant impact on the Company’s consolidated financial instruments, consisting of cash, accounts payable, and notes payable approximate their fair value due to the short-term maturity of these instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or currency risks arising from these financial statements.
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. At November 30, 2013, all cash and cash equivalents were insured by agencies of the U.S. Government.
Foreign Currency Translation
The consolidated financial statements are presented in U.S. dollars. In accordance with ASC 830 “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated to their U.S. dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.
Comprehensive Income (Loss)
The Company adopted ASC 220, "Reporting Comprehensive Income". ASC 220 requires that the components and total amounts of comprehensive income be displayed in the consolidated financial statements beginning in 1998. Comprehensive income includes net income and all changes in equity during a period that arises from non-owner sources, such as foreign currency items and unrealized gains and losses on certain investments in equity securities.
Use of Estimates
The preparation of the Company’s consolidated financial statements are in conformity with U.S. GAAP which requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSUREDISCLOSURES ABOUT MARKET RISK
We believe ourRISK.The Company’s market risk exposures arisearises primarily from exposuresexposure to fluctuations in interest rates and exchange rates. WeThe Company presently only transacttransacts business in Canadian and U.S. Dollars. We believeManagement believes that the exchange rate risk surrounding the future transactions of the Company will not materially or adversely affect ourthe Company’s future earnings. We doManagement does not believe that we arethe Company is subject to any seasonal trends. We doThe Company does not use derivative financial instruments to manage risks or for speculative or trading purposes.
11
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The consolidated financial statements required by this Item begin on Page F-23 of this Form 10-K.
PEPTIDE TECHNOLOGIES, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
formerly Eternelle Skincare Products, Inc.)TABLE OF CONTENTS
| PagePAGE |
ReportsReport of Independent Registered Public Accounting Firm | F-2312 |
| | |
Consolidated Financial Statements: | |
| | |
Consolidated Balance Sheets | F-2413 |
| | |
Consolidated Statements of LossOperations for the years ended March 31, 2019 and Comprehensive Loss | F-2514 |
| | |
Consolidated Statements of Cash Flows | F-2615 |
| | |
Consolidated StatementStatements of Changes in Stockholders’ (Deficiency) | F-2716 |
| | |
Notes to Consolidated Financial Statements | F-28 to F-4317 |
James Stafford |
| James Stafford, Inc.
Chartered Accountants
Suite 350 – 1111 Melville Street
Vancouver, British Columbia
Canada V6E 3V6
Telephone +1 604 669 0711
Facsimile +1 604 669 0754
www.JamesStafford.ca
|
Report of Independent Registered Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Boardshareholders and the board of Directors and Stockholdersdirectors of
Peptide Technologies, Inc.
(A Development Stage Company)
,
formerly Eternelle Skincare Products, Inc.Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Peptide Technologies, Inc. (A Development Stage Company), formerly Eternelle Skincare Products, Inc. (the “Company”"Company") as at 30 November 2013of March 31, 2019 and 2012 and2018, the related consolidated statementsstatement of loss and comprehensive loss,operations, cash flows, and changes in stockholders’ deficiencystockholders' deficit for the years then ended. These consolidated financial statements areended, and the responsibility ofrelated notes (collectively referred to as the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America)"financial statements"). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as, evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as at 30 November 2013of March 31, 2019 and 20122018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
States.Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 12 to the consolidated financial statements, conditions exist whichthe Company has suffered losses, has not generated revenues and requires significant capital to commence operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations.concern. Management’s plans regarding those matters are also described in Note 1.2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ James Stafford
Vancouver, Canada | Chartered Accountants |
26 February 2014
Peptide Technologies, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
(ExpressedBasis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. dollars)federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ dbbmckennon
We have served as the Company's auditor since 2017.
Newport Beach, California
| | | Notes | | | As at 30 November 2013 $ | | | As at 30 November 2012 $ | |
| | | | | | | | | | |
| ASSETS | | | | | | | | | |
| | | | | | | | | | |
| Current assets | | | | | | | | | |
| Cash and cash equivalents | | | | | | 157 | | | | 7,780 | |
| Prepaid expenses | | | | | | - | | | | 3,494 | |
| | | | | | | | | | | | |
| | | | | | | 157 | | | | 11,274 | |
| | | | | | | | | | | | |
| Intangible assets and intellectual property | | | 7 | | | | 45,000 | | | | 45,000 | |
| Website | | | 3 | | | | 5,833 | | | | 9,167 | |
| | | | | | | | | | | | | |
| Total assets | | | | | | | 50,990 | | | | 65,441 | |
| | | | | | | | | | | | | |
| STOCKHOLDERS’ DEFICIENCY AND LIABILITIES | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Current liabilities | | | | | | | | | | | | |
| Accounts payable and accrued liabilities | | | 4, 6 | | | | 1,662,272 | | | | 730,717 | |
| Notes payable | | | 5 | | | | 88,850 | | | | 84,380 | |
| | | | | | | | | | | | | |
| Total liabilities | | | | | | | 1,751,122 | | | | 815,097 | |
| | | | | | | | | | | | | |
| Stockholders’ deficiency | | | | | | | | | | | | |
| Capital stock | | | 8 | | | | | | | | | |
| Authorized: | | | | | | | | | | | | |
| 675,000,000 common shares, par value $0.001 | | | | | | | | | | | | |
| Issued and outstanding: | | | | | | | | | | | | |
| 30 November 2013 - 151,123,000 common shares | | | | | | | | | | | | |
| 30 November 2012 - 149,078,000 common shares | | | | | | | 151,123 | | | | 149,078 | |
| Additional paid-in capital | | | | | | | 148,279 | | | | 105,324 | |
| Accumulated deficit | | | | | | | (105,837 | ) | | | (105,837 | ) |
| Accumulated deficit during development stage | | | | | | | (1,893,697 | ) | | | (898,221 | ) |
| | | | | | | | | | | | | |
| Total stockholders’ deficiency | | | | | | | (1,700,132 | ) | | | (749,656 | ) |
| | | | | | | | | | | | | |
| Total stockholders’ deficiency and liabilities | | | | | | | 50,990 | | | | 65,441 | |
APPROVED BY THE BOARD: |
| | |
“Scott McKinley” | | “Erik Odeen” |
Director | | Director |
June 21, 201913
PEPTIDE TECHNOLOGIES, INC.
(formerly Eternelle Skincare Products Inc.)
BALANCE SHEETS
| | March 31, 2019 | | March 31, 2018 | |
| ASSETS | | | | | | |
| | | | | | | |
| Current Assets | | | | | | |
| Cash and equivalents | $ | 88,546 | | $ | 1,728 | |
| Prepaid expenses | | 9,070 | | | — | |
| Total Current Assets | | 97,616 | | | 1,728 | |
| | | | | | | |
| Website, net of accumulated amortization of $7,993 and $2,659 as of March 31, 2019 and 2018, respectively | | 8,007 |
| | 13,341 | |
| | | | | | | |
| Total Assets | $ | 105,623 | | $ | 15,069 | |
| | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | |
| | | | | | | |
| Current Liabilities | | | | | | |
| Accounts payable | $ | 38,348 | | $ | 37,870 | |
| Related party advances | | 130,990 | | | 67,113 | |
| Accrued compensation | | 221,192 | | | 221,192 | |
| Other accrued liabilities | | 14,778 | | | 10,000 | |
| Total Current Liabilities | | 405,308 | | | 336,175 | |
| | | | | | | |
| Note Payable | | 70,000 | | | — | |
| | | | | | | |
| Total Liabilities | | 475,308 | | | 336,175 | |
| | | | | | | |
| Commitments and Contingencies (Note 9) | | | | | | |
| | | | | | | |
| Stockholders’ Deficit | | | | | | |
| Common stock: $0.001 par value; 675,000,000 shares authorized; 127,112,660 issued and outstanding as of March 31, 2019 and 2018. | | 127,113 | | | 127,113 | |
| Additional paid-in capital | | 776,963 | | | 731,963 | |
| Accumulated deficit | | (1,273,761 | ) | | (1,180,182 | ) |
| Total Stockholders’ Deficit | | (369,685 | ) | | (321,106 | ) |
| Total Liabilities and Stockholders’ Deficit | $ | 105,623 | | $ | 15,069 | |
The accompanying notes are an integral part of these consolidated financial statements.
14
PEPTIDE TECHNOLOGIES, INC.
(formerly Eternelle Skincare Products Inc.)
Peptide Technologies, Inc.
(A Development Stage Company)
Consolidated Statements of Loss and Comprehensive Loss
(Expressed in U.S. dollars)
| | | Notes | | | For the year ended 30 November 2013 $ | | | For the year ended 30 November 2012 $ | | | Cumulative from re-entering of development stage on 26 June 2010 to 30 November 2013 $ | |
| | | | | | | | | | | | | |
| Expenses | | | | | | | | | | | | |
| Consulting | | | 6, 8 | | | | 302,000 | | | | 145,000 | | | | 552,975 | |
| Salaries and bonus | | | 4 , 6 | | | | 623,084 | | | | 447,000 | | | | 1,070,084 | |
| General and administration | | | 9 | | | | 30,350 | | | | 16,226 | | | | 53,025 | |
| Professional fees | | | | | | | 38,170 | | | | 46,759 | | | | 151,743 | |
| Supplies and materials | | | | | | | 1,102 | | | | - | | | | 60,232 | |
| | | | | | | | | | | | | | | | | |
| Net loss before other items | | | | | | | (994,706 | ) | | | (654,985 | ) | | | (1,888,059 | ) |
| | | | | | | | | | | | | | | | | |
| Other items | | | | | | | | | | | | | | | | |
| Foreign exchange gain (loss) | | | | | | | 3,608 | | | | (1,494 | ) | | | 2,114 | |
| Interest expense | | | 5 | | | | (4,378 | ) | | | (3,257 | ) | | | (7,752 | ) |
| | | | | | | | | | | | | | | | | |
| Net loss for the period | | | | | | | (995,476 | ) | | | (659,736 | ) | | | (1,893,697 | ) |
| | | | | | | | | | | | | | | | | |
| Other comprehensive loss | | | | | | | | | | | | | | | | |
| Foreign currency translation adjustment | | | | | | | - | | | | (694 | ) | | | (333 | ) |
| | | | | | | | | | | | | | | | | |
| Total comprehensive loss for the period | | | | | | | (995,476 | ) | | | (660,430 | ) | | | (1,894,030 | ) |
| | | | | | | | | | | | | | | | | |
| Basic and diluted comprehensive loss per common share | | | | | | | (0.007 | ) | | | (0.005 | ) | | | | |
| | | | | | | | | | | | | | | | | |
| Weighted average number of shares outstanding | | | | | | | 150,294,589 | | | | 143,453,042 | | | | | |
STATEMENTS OF OPERATIONS| | For the Years Ended | |
| | March 31, | |
| | 2019 | | 2018 | |
| Operating Expenses | | | | | | |
| General and administrative, including stock-based compensation of $45,000 and $10,250 for the years ended March 31, 2019 and 2018, respectively | $ | 91,734 | | $ | 49,451 | |
| | | | | | | |
| Total Operating Expenses | | (91,734 | ) | | 49,451 | |
| | | | | | | |
| Operating Loss | | (91,734 | ) | | (49,451 | ) |
| | | | | | | |
| Other Expenses | | | | | | |
| Interest expense | | (778 | ) | | — | |
| Foreign currency loss | | (1,067 | ) | | (220 | ) |
| Net Loss | $ | (93,579 | ) | $ | (49,671 | ) |
| | | | | | | |
| Basic and Diluted Loss per Common Share | $ | 0.00 | | $ | 0.00 | |
| Weighted Average Number of Common Shares Outstanding | | 127,112,660 | | | 137,652,220 | |
The accompanying notes are an integral part of these consolidated financial statements.
15
PEPTIDE TECHNOLOGIES, INC.
(formerly Eternelle Skincare Products Inc.)
Peptide Technologies, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Expressed in U.S. dollars)
| | | Notes | | | For the year ended 30 November 2013 $ | | | For the year ended 30 November 2012 $ | | | Cumulative from re-entering of development stage on 26 June 2010 to 30 November 2013 $ | |
| | | | | | | | | | | | | |
| OPERATING ACTIVITIES | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Net loss for the period | | | | | | (995,476 | ) | | | (659,736 | ) | | | (1,893,697 | ) |
| Adjustments to reconcile net loss to cash used by operating activities | | | | | | | | | | | | | | | |
| Accrued interest | | | 5 | | | | 4,378 | | | | 3,257 | | | | 7,752 | |
| Amortization | | | 3 | | | | 3,334 | | | | 833 | | | | 4,167 | |
| Foreign exchange gain (loss) | | | | | | | (3,608 | ) | | | 1,494 | | | | (2,114 | ) |
| Non-cash consulting expense | | | 8 | | | | 2,000 | | | | - | | | | 2,000 | |
| Share-based payment | | | 8 | | | | - | | | | 8,000 | | | | 8,000 | |
| Changes in operating assets and liabilities | | | | | | | | | | | | | | | | |
| Increase (decrease) in prepaid expenses | | | | | | | 3,494 | | | | (3,367 | ) | | | 2,710 | |
| Increase in trades payable and accrued liabilities | | | 4, 6 | | | | 931,555 | | | | 591,807 | | | | 1,661,522 | |
| | | | | | | | | | | | | | | | | |
| Cash used in operating activities | | | | | | | (54,323 | ) | | | (57,712 | ) | | | (209,660 | ) |
| | | | | | | | | | | | | | | | | |
| INVESTING ACTIVITIES | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Purchase of website | | | 3 | | | | - | | | | (10,000 | ) | | | (10,000 | ) |
| | | | | | | | | | | | | | | | | |
| Cash used in investing activities | | | | | | | - | | | | (10,000 | ) | | | (10,000 | ) |
| | | | | | | | | | | | | | | | | |
| FINANCING ACTIVITIES | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Proceeds from issuance of common shares, net of share issuance costs | | | 8 | | | | 43,000 | | | | 55,114 | | | | 121,114 | |
| Increase in notes payable | | | 5 | | | | 3,700 | | | | 19,416 | | | | 67,212 | |
| Contribution by related party | | | | | | | - | | | | - | | | | 27,288 | |
| | | | | | | | | | | | | | | | | |
| Cash from financing activities | | | | | | | 46,700 | | | | 74,530 | | | | 215,614 | |
| | | | | | | | | | | | | | | | | |
| Effect of foreign exchange rate changes on cash | | | | | | | - | | | | (694 | ) | | | (333 | ) |
| | | | | | | | | | | | | | | | | |
| Increase (decrease) in cash and cash equivalents | | | | | | | (7,623 | ) | | | 6,124 | | | | (4,379 | ) |
| Cash and cash equivalents, beginning of period | | | | | | | 7,780 | | | | 1,656 | | | | 4,536 | |
| | | | | | | | | | | | | | | | | |
| Cash and cash equivalents, end of period | | | | | | | 157 | | | | 7,780 | | | | 157 | |
Supplemental cash flow information (Note 12)
STATEMENTS OF CASH FLOWS| | For the Years Ended | |
| | March 31, | |
| | 2019 | | 2018 | |
| Cash Flows From Operating Activities: | | | | | | |
| Net loss | $ | (93,579 | ) | $ | (49,671 | ) |
| Adjustments to reconcile net loss to cash flows used in operating activities: | | | | | | |
| Depreciation | | 5,334 | | | 2,659 | |
| Stock-based compensation | | 45,000 | | | 10,250 | |
| Changes in operating assets and liabilities: | | | | | | |
| Prepaid expenses | | (9,070 | ) | | — | |
| Accounts payable and accrued liabilities | | 5,256 | | | 640 | |
| Net cash used for operating activities | | (47,059 | ) | | (36,122 | ) |
| | | | | | | |
| Cash Flows From Investing Activities: | | | | | | |
| Website development | | — | | | (16,000 | ) |
| Net cash used in investing activities | | — | | | (16,000 | ) |
| | | | | | | |
| Cash Flows From Financing Activities: | | | | | | |
| Related party advances | | 63,877 | | | 53,850 | |
| Note payable | | 70,000 | | | — | |
| Net cash provided by financing activities | | 133,877 | | | 53,850 | |
| | | | | | | |
| Change in cash and equivalents | | 86,818 | | | 1,728 | |
| Cash and cash equivalents, beginning of year | | 1,728 | | | — | |
| Cash and cash equivalents, end of year | $ | 88,546 | | $ | 1,728 | |
| | | | | | | |
| Supplemental Cash Flow Information: | | | | | | |
| Income taxes | $ | — | | $ | — | |
| Interest | $ | — | | $ | — | |
The accompanying notes are an integral part of these consolidated financial statements.
Peptide Technologies,PEPTIDE TECHNOLOGIES, INC.
(formerly Eternelle Skincare Products Inc.
(A Development Stage Company)
Consolidated Statements of Changes in Stockholders’ Deficiency
(Expressed in U.S. dollars))
| | | Number of shares | | | Capital stock $ | | | Additional paid-in capital $ | | | Accumulated deficit $ | | | Accumulated deficit during development stage $ | | | Accumulated comprehensive loss $ | | | Total $ | |
| | | | | | | | | | | | | | | | | | | | | | |
| Balances, 30 November 2011 | | | 171,023,000 | | | | 171,023 | | | | 50,265 | | | | (105,837 | ) | | | (238,485 | ) | | | 694 | | | | (122,340 | ) |
| Shares issued for | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash | | | 55,000 | | | | 55 | | | | 55,059 | | | | - | | | | - | | | | - | | | | 55,114 | |
| Related party services | | | 5,000,000 | | | | 5,000 | | | | - | | | | - | | | | - | | | | - | | | | 5,000 | |
| Contractor services | | | 3,000,000 | | | | 3,000 | | | | - | | | | - | | | | - | | | | - | | | | 3,000 | |
| Cancellation of common shares | | | (30,000,000 | ) | | | (30,000 | ) | | | - | | | | - | | | | - | | | | - | | | | (30,000 | ) |
| Foreign currency translation adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | (694 | ) | | | (694 | ) |
| Net loss for the year | | | - | | | | - | | | | - | | | | - | | | | (659,736 | ) | | | - | | | | (659,736 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balances, 30 November 2012 | | | 149,078,000 | | | | 149,078 | | | | 105,324 | | | | (105,837 | ) | | | (898,221 | ) | | | - | | | | (749,656 | ) |
| Shares issued for | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash, net of share issuance costs | | | 45,000 | | | | 45 | | | | 42,955 | | | | - | | | | - | | | | - | | | | 43,000 | |
| Contractor services | | | 2,000,000 | | | | 2,000 | | | | - | | | | - | | | | - | | | | - | | | | 2,000 | |
| Net loss for the year | | | - | | | | - | | | | - | | | | - | | | | (995,476 | ) | | | - | | | | (995,476 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balances, 30 November 2013 | | | 151,123,000 | | | | 151,123 | | | | 148,279 | | | | (105,837 | ) | | | (1,893,697 | ) | | | - | | | | (1,700,132 | ) |
STATEMENTS OF STOCKHOLDERS’ DEFICIT| | Common Stock | | | | | | | | | | |
| | Shares | | | Amount | | | Additional
Paid-in Capital
| | | Accumulated
Deficit | | | Stockholders’
Deficit
| |
Balance at
March 31, 2017
| 156,062,660 | | $ | 156,063 | | $ | 692,763 | | $ | (1,130,511 | ) | $ | (281,685 | ) |
| Rescission of common stock | (39,200,000 | ) | | (39,200 | ) | | 39,200 | | | — | | | — | |
| Stock-based compensation | 10,250,000 | | | 10,250 | | | — | | | — | | | 10,250 | |
| Net loss | — | | | — | | | — | | | (49,671 | ) | | (49,671 | ) |
Balance at
March 31, 2018
| 127,112,660 | | | 127,113 | | | 731,963 | | | (1,180,182 | ) | | (321,106 | ) |
| Stock-based compensation | — | | | — | | | 45,000 | | | — | | | 45,000 | |
| Net loss | — | | | — | | | — | | | (93,579 | ) | | (93,579 | ) |
Balance at
March 31, 2019
| 127,112,660 | | $ | 127,113 | | $ | 776,963 | | $ | (1,273,761 | ) | $ | (369,685 | ) |
The accompanying notes are an integral part of these consolidated financial statements.
PEPTIDE TECHNOLOGIES, INC.
(formerly Eternelle Skincare Products Inc.)
NOTES TO FINANCIAL STATEMENTSNOTE 1 – NATURE OF OPERATIONS
Peptide Technologies, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in U.S. dollars)
1. | NATURE AND CONTINUENCE OF OPERATIONS |
Peptide Technologies, Inc., (the “Company”
or “Peptide”)
, was incorporated in the State of Nevada, United States of America, on
November 18,
November 2005.
On 29 July 2010, the Company’s name was changed from Online Originals, Inc. to CREEnergy Corporation. Effective 12 October 2011, the Company’s name was changed from CREEnergy Corporation to Peptide Technologies, Inc. The Company’s year-endbusiness is 30 November.
On 5 August 2013,to develop and market skincare products. Its plan is to build a state-of-the-art online store 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 incorporated Pept Peptide Technologies Inc. (“Pept Peptide”), a wholly-owned subsidiary, under the laws of British Columbia. Pept Peptide currently does not have any transactions from the date of incorporation on 5 August 2013distinct advantage over other companies that outsource marketing and advertising efforts to 30 November 2013.
1.2 | Nature of Operations and Change in Business |
Upon inception on 18 November 2005, the Company’s business plan was to develop a membership-based website art gallery/auction house specifically focused on displayingthird parties.The skincare space is well-suited for direct-to-consumer sales, and selling original artwork. The Company changed its status from a development stage company to an operating company on 30 November 2009. Management realizedthere are several channels that the results of operations fromCompany will leverage to introduce its unique branding and creative advertising assets. Creating brand visibility, along with the sale of artwork lacks luster and decidedback-end support to change the Company’s business focus and plan for other strategic opportunities. Effective 26 June 2010, the Company became a development stage company focusing on a new business.
On 23 August 2011, the Company entered into an agreement (the “Asset Purchase Agreement”) in which the Company, in exchange for 75,000,000 sharesprocess orders, is one of the Company’s
restricted common stock, received all rightskey strengths over smaller competitors in the space. In addition, the Company will create a brand that allows visibility and
titleawareness to
proprietary technologies and formulas involvingbe molded organically, thereby increasing the
application of specialty Peptides. brand’s value quickly.The Company has changed its business focusidentified 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 manufacturing and distribution of natural peptide solutions to combat the economic burden of bio-fouling. On 14 December 2011, the Company amended the Asset Purchase Agreement. As a result of the amendment, themanufacturer. Rather, orders will be placed through individual purchase price of the assets was reduced from 75,000,000 shares to 45,000,000 shares, and 30,000,000 shares were returned to treasury (Notes 7 and 8).
orders as needed. The Company’s
business activities
focus is onare subject to significant risks and uncertainties, including the
need for additional capital to carry out its plan of operation and competition from existing consumer product companies.The majority of manufacturing, distribution, marketing, and sales operations will be outsourced. However, strategic planning and development of all-natural, sustainable solutions to the increasing problem of bio-fouling and the development of safe “green” organic-based anti-fouling products used to combat the rapidly growing problems causedwill be performed internally by the attachmentCompany. This includes, but is not limited to, developing our catalog of hard fouling agentsproducts, developing proprietary skincare formulations, pricing our products, deciding which markets to target, deciding which influencers to engage in marinemarketing campaigns, developing sales channels such as our e-commerce sites, determining which marketing initiatives to pursue, and freshwater environments. This approach emphasizes minimizing the attachment of hard fouling agents (mussels, barnacles, etc.)selecting strategic partners and preventing the build-up of any bio-film layer as well.
Peptide Technologies, Inc.
(A Development Stage Company)
Notessuppliers to the Consolidated Financial Statements
(Expressed in U.S. dollars)
1.3 | Basis of Going Concern |
The accompanying consolidatedadvance our business plan.NOTE 2 – GOING CONCERN
These financial statements as at 30 November 2013 and for the year then ended have been prepared onin 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 basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business.concern. The Company has incurred losses from operations and had a net loss of $995,476 for the year ended 30 November 2013 (30 November 2012 - $659,736; cumulative - $1,893,697) and has a working capitalan accumulated deficit of $1,750,965 at 30 November 2013 (30 November 2012 - $803,823).
Management$1,273,761 as of March 31, 2019. The Company also has excess liabilities over assets of $369,685. These factors raise substantial 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 profitable operations orprofitability, become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Company’s capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ended 30 November 2014. However, ifIf the Company is unable to raise additional capital in the near future or metmeet financing requirements, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms, and/or pursue other remedial measures.
18
These consolidated 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 bebecome unable to continue as a going concern.
Although management is actively seeking to add new products and/or services in order to show profitability,NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and is seeking additional sourcesUse of equity or debt financing, there is no assurance that these activities will be successful. The Company has not yet been able to find products and services that would contribute to their business due to the continued economic condition. Estimates
These factors raise substantial doubt about the ability of the Company to continue as a going concern. The consolidated financial statements do not include any adjustmentshave been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that might result fromaffect the outcome of this uncertainty.
2. | SIGNIFICANT ACCOUNTING POLICIES |
This summary of significant accounting policies is presented to assistamounts reported in
understanding the
Company’s consolidated financial statements. The consolidated financial statements and
notes are representations of management who is responsible for their integrityaccompanying notes. Actual results could ultimately differ from those estimates.Cash and objectivity. These accounting policies have been consistently applied in the preparation of the consolidated financial statements.
2.1 | Basis of Presentation |
| These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable for a development stage company for financial information and are expressed in U.S. dollars. |
Peptide Technologies, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in U.S. dollars)
2.2 | Principles of Consolidation |
| These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Pept Peptide, a company incorporated in the province of British Columbia on 5 August 2013. All significant inter-company balances and transactions have been eliminated upon consolidation. |
2.3 | Organizational and Start-up Costs |
Costs of start-up activities, including organizational costs, are expensed as incurred in accordance with Accounting Standards Codification (“ASC”) 720-15, “Start-Up Costs”.
2.4 | Development-Stage Company |
During the year ended 30 November 2010, the Company abandoned its previous business of sale of original artwork and re-entered the development stage with its intended new business, which currently has no revenues. Management expects to sustain losses from operations until such time it can generate sufficient revenues to meet its anticipated cost structure. The Company is considered a development-stage company in accordance with the ASC 915, “Accounting and Reporting by Development-Stage Enterprises”. A development-stage enterprise is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.
2.5 | Cash and Cash Equivalents |
Cash Equivalents
Cash and cash equivalents include highly liquid investments with original maturities of three months or less.
In accordance with ASC 350-50, “Revenue Recognition
Revenue is recognized 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 assesses 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 in the second quarter of the fiscal year 2020.
Website Development Costs”
, expenditures during
Expenditures related to the planning and operating stagesoperation of the Company’s website are expensed as incurred. Expenditures incurred duringrelated to the website application and infrastructure development stage are capitalized and amortized to expense over the website’s estimated useful life of 3three (3) years.
Intangible Amortization expense for the years ended March 31, 2019 and 2018 was $5,334 and $2,659, respectively.Impairment of Long-Lived Assets
The long-lived assets includeheld and used by the cost of acquiring the intellectual property. In accordance with ASC 350-30 “General Intangibles Other Than Goodwill”, an intangible asset that is acquired either individually or with a group of other assets shall be recognized. Costs of internally developing, maintaining, or restoring intangible assets that are not specifically identifiable, that have indeterminate lives, or that are inherent in a continuing business and related to an entity as whole, shall be recognized as an expense when incurred. The intellectual property is determined to have an indefinite useful life and is not subject to amortization. The useful life of the intangible asset is reassessed at each reporting period.
Peptide Technologies, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in U.S. dollars)
2.8 | Impairment of Long-Lived Assets |
Long-lived assets include the website and intangible assets and intellectual property. Long-lived assets subject to amortizationCompany are reviewed for impairment
annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Long-lived assets not subject to amortization are tested for impairment annually or more frequently if events or changes inIn the event that facts and circumstances indicate that the
asset might be impaired. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of
any long-lived asset may be impaired, an
asset toevaluation of recoverability is performed. There were no impairment losses during the
years ended March 31, 2019 and 2018.Share-Based Payments
The Company recognizes the cost of employee share-based payment awards on a straight-line attribution basis over the requisite employee service period, net of estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceedsforfeitures.
Determining the fair value of share-based awards at the asset. There has been no impairment asmeasurement date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise and the associated volatility. Peptide Technologies estimates the fair value of 30 November 2013.
2.9 | Research and Development |
Research and development expenses are charged to operations as incurred.
options granted using the Black-Scholes valuation model. The Company adopted the ASC 740, “Accounting for Income Taxes”. ASC 740 requires the useexpected life of the assetoptions used in this calculation is the period of time the options are expected to be outstanding. Expected stock price volatility is based on the historical volatility of Peptide Technologies’ stock for a period approximating the expected life, and liability methodthe risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues approximating the expected life. Judgment is also required in estimating the amount of accountingshare-based awards that will be forfeited prior to vesting.19
The fair value of restricted stock awards is based on the par value of Peptide Technologies’ common stock on the date of grant.
Income Taxes
Certain income taxes. Under the asset and liability method of ASC 740, deferredexpense items are accounted for differently for financial reporting and income tax purposes. Deferred income tax assets and liabilities are recognized fordetermined based on the future tax consequences attributable to temporary differencesdifference between the consolidated financial statements carrying amountsstatement and tax bases of existing assets and liabilities, and their respective tax bases. Deferred tax assets and liabilities are measured usingapplying enacted statutory income tax rates expected to apply to taxable income in effect for the yearsyear in which those temporarythe differences are expected to be recovered or settled.reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.
2.11 | Basic and Diluted Income (Loss) per Share |
In accordance with ASC 260, “Earnings per Share”, the basic lossBasic and Diluted Income (Loss) Per Share
Basic income (loss) per common share is computed by dividing net lossincome (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted lossincome (loss) per common share is computed similar to basic lossincome (loss) per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings per share areis not shown for periods in which the Company incurs a loss because it would be anti-dilutive. At 30 November 2013,
Fair Value of Financial Instruments
Fair value is defined as the Company had no stock equivalentsexchange price that were anti-dilutive and excludedwould be received for an asset or paid to transfer a liability (an exit price) in the earnings per share computation.
Peptide Technologies, Inc.
(A Development Stage Company)
Notesprincipal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to
measure fair value:- Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
- Level 2 - Includes other inputs that are directly or indirectly observable in the
Consolidated Financial Statements
marketplace.
(Expressed in U.S. dollars)Level 3 - Unobservable inputs which are supported by little or no market activity.
2.12 | Estimated fair value of financial instruments |
The Company’s financial instruments include accounts payable and accrued compensation. The carrying value of the Company’s consolidated financialthese instruments consisting of cash, accounts payable, and notes payable approximate their fair value due to thebecause of their short-term maturity of these instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or currency risks arising from these financial statements.
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cashnature.Foreign Currency Translation and cash equivalents. At 30 November 2013, all cash and cash equivalents were insured by agencies of the U.S. Government.
2.13 | Foreign Currency Translation |
Transactions
The consolidated financial statements are presented in U.S. dollars. In accordance with ASC 830 “Foreign Currency Matters”, foreign denominatedForeign-denominated monetary assets and liabilities are translated to their U.S. dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in the results of operations.
2.14 | Comprehensive Income (Loss) |
Recent Accounting Pronouncements
The Company adopted ASC 220, "Reporting Comprehensive Income". ASC 220 requires that the components and total amounts of comprehensive income be displayed in the consolidated financial statements beginning in 1998. Comprehensive income includes net income and all changes in equity during a period that arises from non-owner sources, such as foreign currency items and unrealized gains and losses on certain investments in equity securities.
The preparation of the Company’s consolidated financial statements are in conformity with U.S. GAAP which requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
2.16 | Changes in Accounting Policies |
Effective 1 December 2012, the Company adopted the Financial Accounting Standards Board (“FASB”)issues Accounting Standards UpdateUpdates (“ASU”) No. 2012-02, “Intangibles – Goodwill and Other”to amend the authoritative literature in the Accounting Standards Codification (“ASC”). This update presents an entity withThere have been a number of ASUs to date that amend the option to first to assess qualitative factors to determine whether it is more likely thanoriginal text of the ASC. The Company believes those updates issued-to-date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, “Intangibles – Goodwill and Other – General Intangibles Other than Goodwill”. The more-likely-than-not threshold is defined as having a likelihood of more than fifty percent. The adoption of this update did not have a material effect on the Company’s financial statements.
Peptide Technologies, Inc.
(A Development Stage Company)
Notesapplicable to the Consolidated Financial Statements
(Expressed in U.S. dollars)
Effective 1 December 2012, the Company, retroactively adopted the FASB ASU No. 2011-12, “Comprehensive Income”. This update amends certain pending paragraphs in ASU No. 2011-05 “Presentation of Comprehensive Income”, to effectively defer only those changes that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income for annual and interim financial statements for public, private, and non-profit entities. As ASU No. 2011-12 relates only to the presentation of comprehensive income, the adoption of this update did not have a material effect on the Company’s financial statements.
Effective 1 December 2012, the Company adopted FASB ASU No. 2011-08, “Intangibles – Goodwill and Other” which allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The adoption of this update did not have a material effect on the Company’s financial statements.
Effective 1 December 2012, the Company retroactively adopted FASB ASU No. 2011-05, “Presentation of Comprehensive Income”. This update presents an entity with the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. As ASU No. 2011-05 relates only to the presentation of Comprehensive Income, the adoption of this update did not have a material effect on the Company’s financial statements.
2.17 | Recent Accounting Pronouncements |
In July 2013, the FASB issued ASU No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”, which is intended to eliminate the diversity that is in practice with regard to the financial statement presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU No. 2013-11 is effective for fiscal years and interim periods within those years, beginning after 15 December 2014, with early adoption permissible. The adoption of this update is(iv) are not expected to have a materialsignificant impact on the Company’s consolidated financial statements.
In February 2013, FASB issued ASU No. 2013-02, “Comprehensive Income”. This update requires an entity to present information about amounts reclassified out of accumulated other comprehensive income and their corresponding effect on the respective line items in net income in one place, and in some cases, cross-references to related footnote disclosures. The update applies to public companies for all reporting periods presented, including interim periods, and to nonpublic entities for annual reporting periods. ASU No. 2013-02 will be effective for fiscal years, and interim periods within those years, beginning after 15 December 2012 for public companies, with early adoption permitted. The adoption of this update did not have a material effect on the Company’s consolidated financial statements.
Certain amounts reported in previous periods have been reclassified to conform to the current presentation.
Peptide Technologies, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in U.S. dollars)
The CompanyNOTE 4 – ACCRUED COMPENSATION
Accrued compensation consists of one reportable business segment.
the following:| | March 31, 2019 | | March 31, 2018 | |
| Salaries and benefits payable | $ | 212,000 | | $ | 212,000 | |
| Payroll taxes payable | | 9,192 | | | 9,192 | |
| Total accrued compensation | $ | 221,192 | | $ | 221,192 | |
NOTE 5 – RELATED PARTY TRANSACTIONS
The Company paid no dividends during the periods presented.
| As at 30 November | | 2013 | | | 2012 | |
| | | Cost $ | | | Accumulated amortization $ | | | Net book value $ | | | Cost $ | | | Accumulated amortization $ | | | Net book value $ | |
| | | | | | | | | | | | | | | | | | | |
| Website | | | 10,000 | | | | 4,167 | | | | 5,833 | | | | 10,000 | | | | 833 | | | | 9,167 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | | 10,000 | | | | 4,167 | | | | 5,833 | | | | 10,000 | | | | 833 | | | | 9,167 | |
The Company purchased a website during October 2012 for $10,000. This website has a useful life of three 3 years, and the cost is being amortized over the life of the asset. During the year ended 30 November 2013, the Company recognized amortization expense of $3,334 (2012 - $833; cumulative - $4,167) (Note 9).
4. | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES |
| As at 30 November | | $ | 2013 | | | $ | 2012 | |
| | | | | | | | | |
| Accounts payable | | | 574,188 | | | | 274,217 | |
| Accrued liabilities | | | 27,000 | | | | 9,500 | |
| Payroll taxes payable | | | 17,084 | | | | 6,000 | |
| Salaries and benefits payable (Notes 6 and 11) | | | 1,044,000 | | | | 441,000 | |
| | | | | | | | | |
| Total accounts payable and accrued liabilities | | | 1,662,272 | | | | 730,717 | |
Trades payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.
Included in salaries and benefits payable, are $300,000 (30 November 2012 - $300,000) of bonuses payable to the Chief Executive Officer (“CEO”) of the Company (Note 6).
Included in accounts payable and accrued liabilities is $545,000 (30 November 2012 - $245,000) payable to a related party of the Company as at 30 November 2013 (Note 6).
Peptide Technologies, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in U.S. dollars)
The Company is in the process of completing and resolving issues related to its income tax filings and has accrued $10,000 during the year ended 30 November 2013 related to potential penalties associated with these filings. However, there is no assurance that additional interest and penalties will not be assessed (Notes 9, 10 and 11).
5. | NOTES PAYABLE AND ACCRUED INTEREST |
| | | $ | 2013 | | | $ | 2012 | |
| During the year ended 30 November 2010, Fotoview Inc. (“Fotoview”) issued a loan of $16,000 to a former director of the Company to purchase 4,000,000 restricted common shares of the Company. Upon the director’s resignation, the 4,000,000 common shares were cancelled and the Company assumed the loan payable to Fotoview. The loan is unsecured, bears no interest, and has no fixed terms of repayment. | | | 16,000 | | | | 16,000 | |
| | | | | | | | | |
| On 21 September 2011, PSI Services (“PSI”) issued a loan of $500 to the Company. The loan is unsecured, bears no interest and has no fixed terms of repayment. | | | 500 | | | | 500 | |
| | | | | | | | | |
| On 13 November 2011, PSI issued a loan of CAD$45,000 to the Company. The loan is unsecured and bears interest at a rate of 6% per annum. Principal and accrued interest is due on 30 November 2014. During the year ended 30 November 2013, the Company accrued interest expense of $3,031 (2012 - $2,666) (Note 12). The loan payable to PSI as at 30 November 2013 consists of principal and accrued interest of $42,710 (30 November 2012–$44,650) and $5,251 (30 November 2012–$2,815), respectively. | | | 47,961 | | | | 47,465 | |
| | | | | | | | | |
| On 1 June 2012, PSI issued a loan of CAD$20,000 to the Company. The loan is unsecured and bears interest at a rate of 6% per annum. Principal and accrued interest is due on 30 November 2014. During the year ended 30 November 2013, the Company accrued interest expense of $1,347 (2012 - $591) (Note 12).The loan payable to PSI as at 30 November 2013 consists of principal and accrued interest of $18,982 (30 November 2012–$19,856) and $1,707 (30 November 2012–$559), respectively. | | | 20,689 | | | | 20,415 | |
| | | | | | | | | |
| On 22 October 2013, PSI issued a loan of USD$3,700 to the Company. The loan is unsecured, bears no interest, and has no fixed terms of repayment. | | | 3,700 | | | | - | |
| Total notes payable and accrued interest | | | 88,850 | | | | 84,380 | |
Peptide Technologies, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in U.S. dollars)
6. | RELATED PARTY TRANSACTIONS |
As at 30 November 2013, the amount due to related parties includes $1,044,000 payable to directors and employees of the Company in relation to salaries and benefits earned (30 November 2012 - $441,000). Of the amount due to related parties, $300,000 relates to bonuses payable to the CEO of the Company (30 November 2012 - $300,000) (Note 4).
As at 30 November 2013, the amount due to related parties includes $545,000 payable to a related party of the Company in relation to consulting fees (30 November 2012 - $245,000) (Note 4).
During the year ended 30 November 2013, the Company accrued salaries and benefits of $612,000 to officers and employees of the Company (2012 - $441,000; cumulative - $1,053,000) (Note 11). Included in salaries and benefits, are bonuses of $Nil accrued to the CEO of the Company during the year ended 30 November 2013 (2012 - $300,000; cumulative - $300,000).
During the year ended 30 November 2013, the Company accrued $300,000 of consulting fees to a related party of the Company (2012 - $145,000; cumulative - $545,000).
During the year ended 30 November 2013, the Board approved a commission payment program equal to 30% of gross sales of fouling prevention coatings. Under this program, the CEO will receive compensation equal to 20% of gross sales of anti-fouling paint, as recognition of his work in developing the formulas; and an external consultant will receive 10% of gross sales of anti-fouling paint as compensation for sales development (Notes 7 and 11).
During the year ended 30 November 2013, directors and shareholders of the Company made cash contributions in the amount of $Nil (2012 - $Nil, Cumulative – $27,288).
During the year ended 30 November 2012, the Company issued 5,000,000 fully vested shares of the Company’s restricted common stock at a par value of $0.001 per share to a director of the Company for accepting the positions offormer Chief Financial Officer (“CFO”) advanced $63,877 and director of the board (Notes 8 and 12).
7. | INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY |
On 23 August 2011,$53,850 to the Company
entered into an agreement (the “Asset Purchase Agreement”)during the years ended March 31, 2019 and 2018, respectively, to
acquire intangible assetspay for operating expenses. The advances are due on demand and
intellectual property knowncarry no interest. The related-party advances totaled $130,990 and $67,113 as
of March 31, 2019 and 2018, respectively.NOTE 6 – NOTE PAYABLE
During the Peptide Technology Platforms (the “Platforms”) in exchange for 75,000,000 common sharesyear ended March 31, 2019, Black Star Holdings Ltd., a shareholder of the Company, (issued on 23 August 2011) (Notes 1, 8 and 12).
On 14 December 2011, the Company entered into an amended agreement amending the Asset Purchase Agreement (the “Amended Asset Purchase Agreement”) and, aswas issued a
result, a total of 30,000,000 common shares were returned to treasury and cancelled (Notes 8 and 11) in exchange for payment of half of one percent of all gross monies received by the Company in relation to revenue earned from products derived from the use of all the formulae listedpromissory note in the
Assets Purchase Agreement. In addition, a monthly stipendprincipal amount of
CAD $15,000$70,000. The note is unsecured and bears interest at 10 percent, per
monthannum. Repayment of this note is
to be paid commencing ondue no later than February 19, 2021. On April 15, 2019, Black Star Holdings Ltd. was issued an additional promissory note in the
receiptprincipal amount of
monies from the first contract signed to purchase products derived from the use$67,257 ($90,000 Canadian Funds). The note is unsecured and bears interest at 10 percent, per annum. Repayment of the
formulae for a period of five years fromnote is due no later than April 15, 2021. NOTE 7 – COMMON STOCK
The Company has authorized the date of the Amended Asset Purchase Agreement (Note 11). The cancellation of 30,000,000 common shares has been recorded as a recovery of intangible assets and intellectual property.
Peptide Technologies, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in U.S. dollars)
On 20 January 2013, the Board approved a commission payment program equal to 30% of gross sales of fouling prevention coatings. Under this program, the CEO will receive compensation equal to 20% of gross sales of anti-fouling paint, as recognition of his work in developing the formulas; and an external consultant will receive 10% of gross sales of anti-fouling paint as compensation for sales development (Notes 6 and 11).
The Platforms includes but are not limited to the following:
i. | Proteomic research platforms which include proprietary solid phase media side-chain protected peptide array synthesis; |
iii. | Combination design techniques; |
iv. | Peptide molecule modifications; |
v. | A proprietary genetic algorithm that designs peptides for goodness to fit to a target; and |
vi. | Proprietary and patented application platforms, including a viral vector gene therapy and epitode-mapping based vaccine development. |
8.1 | Authorized common stock |
The Company’s authorized common stock consistsissuance of 675,000,000 shares of common stock with a par value of $0.001 per share.
On 10 August 2010, the Company increased the number of authorized share capital from 75,000,000127,112,660 shares of common stock
were issued and outstanding as of March 31, 2019 and 2018, respectively. The Company determined that the fair value of its common stock was equal to
675,000,000its par value during the years ended March 31, 2019 and 2018.During the year ended March 31, 2018, the Company’s Board of Directors approved the rescission of 39,200,000 shares of common stock. Prior to the Company’s change in business focus, these shares were issued, but not tendered, pending financial compensation to be received by the Company, agreements to be signed between the Company and certain consultants/shareholders, or specific performance by the consultants/shareholders. As these conditions were ultimately not met by these shareholders, the Board of Directors rescinded these shares. No value was ascribed to the shares cancelled, thus no gain was recorded. The Company’s Board of Directors and shareholders have agreed to indemnify the Company for any shareholder actions related to these share rescissions.
In March 2018, the Company issued 5,000,000 shares of common stock with the same para fair value of $0.001 per share.
8.2 | Issued and outstanding |
On 2 June 2010, and effective 10 August 2010, the directors$5,000 to Byron Striloff in connection with his appointment as President of the Company. The Company approvedalso issued 5,000,000 shares of common stock with a forward splitfair value of $5,000 to Bruce Sellars in connection with his appointment as a Director and Chief Executive Officer of the common stock of the Company on a basis of 30 new common shares for 1 old common share. As a result of the forward stock split, 208,800,000 additional shares were issued. Capital and additional paid-in capital have been adjusted accordingly. When adjusted retroactively, there was a $119,501 shortage of additional paid-in capital; thus an adjustment to accumulated deficit of $104,000 was recorded on 20 May 2010 (the date of issuance of 120,000,000 shares) and $15,501 to the beginning balance. The consolidated financial statements contained herein reflect the appropriate values for capital stock and accumulated deficit. Unless otherwise noted, all references in the accompanying consolidated financial statements to the number of common shares and per share amounts have been retroactively restated to reflect the forward stock split.
The total issued and outstanding capital stock is 151,123,000 common shares with a par value of $0.001 per common share. During the years ended 30 November 2013 and 2012,Company. Additionally, the Company issued 250,000 shares of common shares as follows:
a) | On 23 August 2011, the Company issued 75,000,000 shares of the Company’s restricted common stock in exchange for intangible assets and intellectual property. On 21 December 2011 a total of 30,000,000 common shares were returned to treasury and cancelled (Notes 1, 7 and 12). |
Peptide Technologies, Inc.
(A Development Stage Company)
Notesstock with a fair value of $250 to Irene Getty in connection with her appointment to the
ConsolidatedBoard of Directors.In December 2018, Baxter Koehn, who was the Chairman of the Board of Directors and Chief Financial Statements
(ExpressedOfficer, transferred 45,000,000 shares of common stock with an estimated fair value of $45,000 to Irene Getty upon her appointment as the new Chief Financial Officer and his resignation from the Board of Directors. As Mr. Koehn was a significant shareholder owning more than 10% of the shares outstanding at the time, the Company recognized stock-based compensation expense of $45,000 related to this transfer of shares based on management’s estimate of the fair value of the entity, net of liabilities. The stock-based compensation was recorded within general and administrative expense on the accompanying statement of operations.21
NOTE 8 – INCOME TAXES
The 2017 Tax Act, which was signed into law on December 22, 2017, has resulted in U.S. dollars)
b) | On 5 January 2012, the Company issued 5,000 shares of the Company’s restricted common stock for cash proceeds of $4,936 (CAD $5,000). |
c) | On 6 January 2012, the Company issued 5,000 shares of the Company’s restricted common stock for cash proceeds of $4,921 (CAD $5,000). |
d) | On 15 January 2012, 5,000 shares of the Company’s restricted common stock were issued for cash proceeds of $4,884 (CAD $5,000). |
e) | On 24 January 2012, the Company issued 5,000 shares of the Company’s restricted common stock for cash proceeds of $4,943 (CAD $5,000). |
f) | On 20 April 2012, the Company issued 5,000 shares of the Company’s restricted common stock for cash proceeds of $5,041 (CAD $5,000). |
g) | On 11 July 2012, the Company issued 5,000 shares of the Company’s restricted common stock were issued for cash proceeds of $4,902 (CAD $5,000). |
h) | On 31 August 2012, the Company issued 5,000,000 fully vested shares of the Company’s restricted common stock at a par value of $0.001 per share to a director of the Company for accepting the positions of CFO and director of the board (Notes 6 and 12). As a result, the Company recorded share-based payment of $5,000 when the stock was issued (Note 9). |
i) | On 28 September 2012, the Company issued 5,000 shares of the Company’s restricted common stock for cash proceeds of $5,086 (CAD $5,000). |
j) | On 15 October 2012, the Company issued 20,000 shares of the Company’s restricted common stock for cash proceeds of $20,401 (CAD $20,000). |
k) | On 28 November 2012, the Company issued 3,000,000 fully vested shares of the Company’s restricted common stock at a par value of $0.001 per share to a third party for technical services rendered. As a result, the Company recorded stock compensation expense of $3,000 when the stock was issued (Notes 9 and 12). |
l) | On 10 April 2013, the Company issued 20,000 shares of the Company’s restricted common stock for cash proceeds of $20,000. The Company paid $2,000 in share issuance costs. |
m) | On 26 April 2013, the Company issued 2,000,000 shares of the Company’s restricted common stock at a par value of $0.001 per share to a third party for marketing assistance with the development of the international markets in the South Pacific quadrant for the Company. As a result, the Company recorded consulting expense of $2,000 when the stock was issued (Note 12). |
n) | On 18 July 2013, the Company issued 25,000 shares of the Company’s restricted common stock for cash proceeds of $25,000. |
Peptide Technologies, Inc.
(A Development Stage Company)
Notessignificant changes to the Consolidated Financial Statements
(ExpressedU.S. corporate income tax system. These changes include a federal statutory rate reduction from the maximum rate of 35% to 21%, the elimination or reduction of certain domestic deductions and credits and limitations on the deductibility of interest expense and executive compensation. The 2017 Tax Act also transitions international taxation from a worldwide system to a modified territorial system and includes base erosion prevention measures on non-U.S. earnings, which has the effect of subjecting certain earnings of our foreign subsidiaries to U.S. taxation as global intangible low taxed income (GILTI). These changes were effective beginning in U.S. dollars)
9 | GENERAL AND ADMINISTRATION EXPENSES |
| | | Year ended 30 November 2013 $ | | | Year ended 30 November 2012 $ | | | Cumulative from re-entering of development stage on 26 June 2010 to 30 November 2013 $ | |
| | | | | | | | | | |
| Amortization (Note 3) | | | 3,334 | | | | 833 | | | | 4,167 | |
| Bank charges | | | 202 | | | | 504 | | | | 1,284 | |
| Dues and subscription | | | 575 | | | | - | | | | 575 | |
| Filing fees | | | 6,428 | | | | 3,607 | | | | 11,470 | |
| Meals and entertainment | | | 254 | | | | - | | | | 254 | |
| Office | | | 2,447 | | | | 2,126 | | | | 6,743 | |
| Penalties (Notes 4, 10 and 11) | | | 10,000 | | | | - | | | | 10,000 | |
| Transfer agent | | | 655 | | | | 811 | | | | 3,501 | |
| Rent | | | 1,233 | | | | - | | | | 1,233 | |
| Share-based payment (Notes 8 and 12) | | | - | | | | 8,000 | | | | 8,000 | |
| Telecommunication | | | 2,566 | | | | 196 | | | | 2,993 | |
| Travel | | | 2,656 | | | | - | | | | 2,656 | |
| Website | | | - | | | | 149 | | | | 149 | |
| Total general and administration expenses | | | 30,350 | | | | 16,226 | | | | 53,025 | |
Peptide Technologies, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in U.S. dollars)
10.1 | Provision for income taxes |
2018.Income tax expense differs from the amount that would result from applying the federal income tax rate to earnings before income taxes. DuringReconciliations of the U.S. federal statutory rate to the actual tax rate are as follows for the years ended 30 November 2013March 31, 2019 and 2012, these differences result from the following items:
| | | $ | 2013 | | | $ | 2012 | |
| | | | | | | | | |
| Loss before income taxes | | | 995,476 | | | | 659,736 | |
| Federal income tax rates | | | 35.00 | % | | | 35.00 | % |
| | | | | | | | | |
| Income tax recovery based on the above rates | | | (348,417 | ) | | | (230,908 | ) |
| Non–deductible items | | | 44 | | | | 2,800 | |
| Change in valuation allowance | | | 348,373 | | | | 228,108 | |
| | | | | | | | | |
| Income tax expense | | | - | | | | - | |
10.2 | Deferred tax balances |
2018: | | | 2019 | | | 2018 | |
| Federal tax benefit at statutory rate | | | 21.0 | % | | | 35.0 | % |
| Permanent differences: | | | | | | | | |
| Stock compensation | | | -10.1 | % | | | -7.2 | % |
| Temporary differences: | | | | | | | | |
| Accounts payable and accrued liabilities | | | -0.1 | % | | | -0.5 | % |
| Other | | | -0.1 | % | | | -1.2 | % |
| Change in valuation allowance | | | -10.7 | % | | | 294.3 | % |
| Change in effective tax rate | | | 0.0 | % | | | -320.4 | % |
| Total provision | | | 0.0 | % | | | 0.0 | % |
The composition of the Company’s deferred tax assets as at 30 November 2013of March 31, 2019 and 2012 are2018 is as follows:
| | | $ | 2013 | | | $ | 2012 | |
| | | | | | | | | |
| Net income tax operating loss carry-forward | | | 1,975,908 | | | | 980,558 | |
| | | | | | | | | |
| Deferred tax assets | | | 691,568 | | | | 343,195 | |
| | | | | | | | | |
| Valuation allowance | | | (691,568 | ) | | | (343,195 | ) |
| | | | | | | | | |
| Deferred tax assets (liabilities) | | | - | | | | - | |
| | | Asset (Liability) | |
| | | 2019 | | | 2018 | |
| | | | | | | | | |
| Other | | $ | 10,000 | | | $ | 8,000 | |
| Net operating loss carryforwards | | | 239,000 | | | | 231,000 | |
| Valuation allowance | | | (249,000 | ) | | | (239,000 | ) |
| Net deferred tax asset | | $ | — | | | $ | — | |
As at 30 November 2013,Due to the reduction in the federal statutory rate resulting from the Tax Act, deferred tax assets decreased by $160,000, and the valuation allowance decreased by $160,000 during the year ended March 31, 2018. The valuation allowance increased by $10,000 during the year ended March 31, 2019.
The Company hashad a total non-capitalnet operating loss carryforward balance of $1,975,908 (30 November 2012 - $980,558), which has expiry$1,148,764 and $1,100,663 as of March 31, 2019 and 2018, respectively. The Company’s net operating losses have expiration dates between the years of 2025ranging from 2024 to 2033.
2038.The Company’s recognized and unrecognized deferred tax assets related to the unused tax losses. A full valuation allowance has been recorded against the potential deferred tax assets associated with all the loss carry-forwardscarryforwards as their utilization is not considered more“more likely than notnot” at this time.
Peptide Technologies, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in U.S. dollars)
NOTE 9 – COMMITMENTS AND CONTINGENCIES
The Company is in the processnot currently involved with and does not have knowledge of completing and resolving issues related to its income tax filings and has accrued $10,000 during the year ended 30 November 2013 related to potential penalties associated with these filings. However, there is no assurance that additional interest and penalties will not be assessed (Notes 4, 9 and 11).
11 | COMMITMENTS AND CONTINGENCY |
a) | The Company is committed to paying one-half of one percent of all gross monies received by the Company from revenue produced from products derived from the use of all the formula listed in the Assets Purchase Agreement. In addition, a monthly stipend of CAD $15,000 per month is to be paid commencing from receipt of monies from the first contract signed to purchase products derived from the use of the formula for a period of five years from the date of the Amended Asset Purchase Agreement (Note 7). |
b) | On 20 January 2013, the Board approved a commission payment program equal to 30% of gross sales of fouling prevention coatings. Under this program, the CEO will receive compensation equal to 20% of gross sales of anti-fouling paint, as recognition of his work in developing the formulas; and an external consultant will receive 10% of gross sales of anti-fouling paint as compensation for sales development (Notes 6 and 7). |
c) | Effective 1 November 2012, the Company entered into an advisory agreement with a consultant. The Company is committed to paying a monthly stipend of $25,000 per month for consulting services provided. Additionally, the Company will issue shares of the Company’s restricted common stock or cash payment equal to 10% of the amount of shares issued by the Company for equity financing or debt financing received through the efforts of this consultant. The commitment is for a term of five years, with the Company being able to terminate the agreement with 30 days written notice. |
d) | Effective 1 September 2012, the Company is committed to paying monthly salaries of $25,000 to the CEO, $20,000 to the Chief Financial Officer (“CFO”), and $6,000 to the Vice President of Operations & Communication (“VP of Operations & Communications”) (Note 4 and 6). |
e) | On 11 December 2012, the Company formerly engaged BB&T Capital Markets ("BB&TCM") to act as the Company's exclusive financial advisor and agent in connection with developing strategic alternatives for the Company regarding debt financings, licensing of intellectual properties developed by the Company, equity raises, sale of intellectual properties, or other capital markets transactions that may develop over the course of a 24 month agreement. |
| The Company is to pay BB&TCM an advisory fee of three percent of the face amount of the financial transactions advised upon during the course of the engagement, due and payable at closing of any contemplated transactions under the engagement. |
| Additionally, the Company is to defend, indemnify and hold BB&TCM, its parent company, subsidiaries and affiliates and its and their directors, officers, employees, agents and successors and assigns harmless from andany pending or threatened litigation against any losses, suits, actions, claims, damages, costs and or other liabilities which any indemnified person may incur as a result of acting on behalf of the Company in connection with this engagement. |
Peptide Technologies, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in U.S. dollars)
f) | The Company is in the process of completing certain of its income tax filings and has accrued $10,000 during the year ended 30 November 2013 related to potential penalties associated with these filings. However, there is no assurance that additional interest and penalties will be assessed (Note 4, 9 and 10). |
12 | SUPPLEMENTAL CASH FLOW INFORMATION |
The Company made the following cash payments for interest and income taxes:
| Year ended 30 November | 2013 $ | 2012 $ |
| | | |
| Interest paid | - | - |
| Taxes paid | - | - |
| | | |
| Total cash payments | - | - |
On 23 August 2011, 75,000,000 shares of the Company’s restricted common stock, valued at $75,000, were issued in exchange for intangible assets and intellectual property. On 21 December 2011, 30,000,000 shares of the Company’s restricted common stock were returned to treasury and cancelled (Notes 1, 7 and 8).
On 31 August 2012, the Company issued 5,000,000 fully vested sharesor any of the Company’s restricted common stock at a par value of $0.001 per share to a director of the Company for accepting the positions of CFO and director on the Board (Notes 6 and 8). As a result, the Company recorded share-based payment of $5,000 when the stock was issued (Notes 8 and 9).
On 28 November 2012, the Company issued 3,000,000 fully vested shares of the Company’s restricted common stock at a par value of $0.001 per share to a third party for technical services rendered. As a result, the Company recorded share-based payment of $3,000 when the stock was issued (Notes 8 and 9).
On 26 April 2013, the Company issued 2,000,000 fully vested shares of the Company’s restricted common stock at a par value of $0.001 per share to a third party for marketing assistance with the development of the international markets in the South Pacific quadrant for the Company. As a result, the Company recorded consulting expense of $2,000 when the stock was issued (Note 8).
During the year ended 30 November 2013, the Company accrued interest expense of $3,031 (2012 - $2,666) in relation to a loan of CAD$45,000 issued by PSI on 13 November 2011. The loan is unsecured and bears interest at a rate of 6% per annum (Note 5).
During the year ended 30 November 2013, the Company accrued interest expense of $1,347 (2012 - $591) in relation to a loan of CAD$20,000 issued by PSI on 1 June 2012. The loan is unsecured and bears interest at a rate of 6% per annum (Note 5).
F-42
its officers.NOTE 10 – SUBSEQUENT EVENTS
See Note 6.
23
Peptide Technologies, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in U.S. dollars)
The following reportable event occurred during the period from the year ended 30 November 2013 to the date the consolidated financial statements were available to be issued on 26 February 2014.
a) | On 5 December 2013, the Company issued 10,000 shares of the Company’s restricted common for cash proceeds of $10,000. |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
This report includes the certifications of our Chief Executive Officer and our Chief Financial 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
The Company maintains a system of
We maintain disclosure controls and procedures that are designed for the purposes of ensuringto ensure that information required to be disclosed in the Company's SEC reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECSecurities and Exchange Commission’s (the “SEC”) rules and forms and that such information is accumulated and communicated to the Company's managementour Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
Management, after 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 Company'sdesign and operation of our disclosure controls and procedures as defined in Exchange Act Rules 13a-14(c) as of January 6, 2013 (the "Evaluation Date")the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that as of the Evaluation Date, the Company'sour disclosure controls and procedures were effective to ensure that information relating to the Company would be made known to them by individuals within those entities, particularly during the period in which this annual report was being prepared and that information required to be disclosed in the Company's SEC reports is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms.
as of March 31, 2019.Management’s Annual Report on Internal Control over Financial Reporting
Our management isChief 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-15(f) of15d(f) under the Exchange Act). Our internal control over financial reporting 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 accounting principles generally accepted in the United States.
Because of its inherent limitations, internal controlsU.S. GAAP. Internal control over financial reporting
mayincludes 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.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 prevent or detect misstatements. Therefore, even those systems determined toyet concluded that our internal controls and procedures over financial reporting were effective as of March 31, 2019.
24
Inherent Limitations on Internal Controls
It should be effectivenoted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.
Our management, with the
participationobjectives of the
Presidentcontrol 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
Chief Financial Officer, evaluatedcontrol 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
effectivenesslikelihood 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 Company’s internalinherent limitations in all control over financial reporting assystems, no evaluation of November 30, 2013. In making this assessment, our management used the criteria set forth by the Committeecontrols can provide absolute assurance that all control issues and instances of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on that evaluation, our management concluded that, as of November 30, 2013, our internal control over financial reporting was not effective due to material weaknesses in the system of internal control. Specifically, management identified the following control deficiency:
- | The Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software. |
Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles. Management has determined that current resources would be appropriately applied elsewhere and when resources permit, they will alleviate material weaknesses through various steps.
This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.
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 thatfraud, if any, have materially affected, or are reasonably likely to affect, the Company’s internal control over financial reporting.
been detected.ITEM 9B. Other Information
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.
ITEM 10.Name | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT |
Directors and Executive Officers
The following table sets forth the names, ages and positions of the current directors and executive officers of the Company, as of the date of this filing:
NameAge | Age | OfficesOffice Held |
Scott McKinleyBruce Sellars | 5964 | Chairman of the Board, CEODirector, Chief Executive Officer |
Erik OdeenIrene Getty | 4766 | Secretary/Treasurer, CFO |
Bruce Sellars | 59 | Vice President of Operations & Communications |
During the 2 years ended November 30, 2013, we had the following changes in management:
· | Effective August 31, 2012, letters of resignation tendered by Deborah Fortescue-Merrin as President of the Company and Richard Fortescue as Secretary/Treasurer andDirector, Chief Financial Officer were accepted. |
Dennis Cox | 74 | Director |
Byron Striloff | 66 | President |
· | Effective July 16, 2012, Scott McKinley was appointed Chief Executive Officer. Dr. McKinley will continue to serve as Chairman of the Board and Chief Operating Officer. |
· | Effective August 31, 2012, Mr. Erik Odeen was appointed to the Board of Directors of the Company to serve as Secretary/Treasurer until he resign or his successors be elected by the shareholders of the Company or appointed by the Board of Directors. Erik Odeen was also appointed to serve as Chief Financial Officer of the Company |
· | Effective November 1, 2012, Mr. Bruce Sellars was hired to fill the position of Vice President of Operations & Communications. |
Dr. Scott McKinley, B.Sc., M.Sc., Ph.D. Chairman,Mr. Bruce Sellars, Director, Chief Executive Officer Chief Operating Officer
Dr. McKinley received his Ph.D. from the University of Waterloo. He has mentored and supervised the research of dozens of graduate students and postdoctoral fellows. He has also been the recipient of two prestigious Research Chairs: a) Natural Sciences and Engineering Research Council (“NSERC”) /Industrial Research Chair and b) Canada Research Chair (Tier 1). Dr. McKinley holds a number of directorships including the Vancouver Aquarium, Centre for Aquaculture and Environmental Research (a partnership between UBC and Department of Fisheries and Oceans [“DFO”])Bruce M. Sellars, P.Eng., and Pacific Ocean Shelf Tracking (“POST”). Dr. McKinley was recently appointed to be a member of the High Level Expert Forum on how to feed the world population in 2050, sponsored by the Food and Agriculture Organization of the United Nations.
Dr. McKinley is currently a Professor of Animal Science at University of British Columbia. He has over 30 years of experience in the field of ecology, animal physiology and biochemistry. He has conducted his research across Canada and Europe in fresh and marine waters. He has held a senior Canada Research Chair and an Industrial and Natural Sciences and Engineering Chair and has author two patents. He has served as Chair of the Technical Board of Experts for the Great Lakes Fishery Commission, Research committee for the Pacific Ocean Shelf Tracking (POST) study, and a member of the Board of Directors for POST and the Vancouver Aquarium. He is presently Director of the West Vancouver Marine Laboratory.
Dr. McKinley Professor McKinley has authored more than 150 scientific publications as well as several book chapters.
Erik Odeen, CPA CFE, Secretary/Treasurer, Chief Financial Officer
Erik Odeen, CPA, CFE,MBA is a seasoned executive with over 25 years’ experience in corporate management, financial leadership, international manufacturing & distribution operations, and public accounting. He manages a consulting practice which provides financial management and strategic-planning advisory services to both public and privately-held company clients. More recently, Erik has provided CFO and CEO services where his focus has been corporate restructuring and reorganization, SEC and BCSC reporting, resolving complex accounting issues, and corporate fraud prevention.
Mr. Odeen spent eight years in public accounting with Deloitte & Touch and PCAOB-registered McKennon, Wilson & Morgan (Irvine, CA) where he specialized in managing external audits, complex accounting issues, SEC Reporting and Sarbanes-Oxley compliance.
Mr. Odeen’s public company experience ranges from start-up and development stage to Fortune 100 companies, including turn-around and M&A engagements. During his 13 year career with International Paper, Erik worked in Corporate Audit, was instrumental in the planning and implementation of financial and operating systems, and served in senior-level management positions with a division of XPEDX, IP’s distribution arm. Erik earned a Bachelor of Business Administration in accounting and economics; holds an active CPA license in the state of California; and is an active member of the American Institute of Certified Public Accountants (AICPA), the California Society of CPAs (CalCPA), and the global Association of Certified Fraud Examiners (ACFE).
Bruce M. Sellars, PEng., MBA Vice President, Operations & Communications
Bruce Sellars, a registered Professional Engineer, has over 3540 years of business experience in a variety of technical, managerial, and managerial positions, utilizing his engineering, sales, marketing and finance skills. He has founded several companies and has been a director of two publicly-traded companies.
executive positions. Mr. Sellars has held managementexecutive level positions in business development and marketing for firms in the renewable energy, oil and gas, electric utility, and water and wastewater utility industries. These companiesfirms include Texaco Canada, Nexen, North Canadian Oils, EPCOR, TransAlta, Hydroxyl, Hill Murray & Associates, Highwater Power, and Cedar Road LFG. He has created and executed strategic and tactical marketing and sales plans and has led business development and sales teams.
In British Columbia, Mr. Sellars operates a successful consulting company, Gas Power Technologies Inc., which provides business development services. Assignments have included implementing and constructing a land fill gas recovery project, permitting several small hydroelectric projects in BC, and the installation of wastewater treatment plants. The Company has represented two European turbine manufacturing companies in North America. Annual sales exceeded $6 Million, on average.
Mr. Sellars has
a Bachelor of Applied Science in Chemical Engineering fromsuccessfully led the
University of Toronto, and an MBA from the University of Alberta. He is a registered Professional Engineer in Alberta and British Columbia, Canada. Additionally,North American sales efforts for two European manufacturing companies. Mr. Sellars has
founded several companies and has been a
speakerDirector of a publicly traded company and several private companies.25
Ms. Irene Getty, Director, Chief Financial Officer
Ms. Irene Getty is an experienced executive having served as a Director and President of publicly traded companies. Ms. Getty has over 20 years of accounting experience as an Owner and Director of Aspire Business Service, a company serving various companies in Western Canada. Previously, Ms. Getty gained 25 years of experience in the accounting departments of Rendek Construction Ltd. and other companies in Western Canada. Ms. Getty has been a Director and Officer of a publicly traded company and several private companies.
Dr. Dennis Cox, Director
Mr. Dennis Cox is a business consultant who has served in various management positions. He has over 35 years of experience working in various manufacturing and service-oriented companies. From 1965 to 1985, Mr. Cox worked at several small hydroCanadian Forest Products Ltd. (CFP), a large building products company producing plywood and renewable energy conferences
Family Relationships
Nonehard board paneling, in New Westminster, British Columbia. Mr. Cox has held a wide variety of positions with CFP, including Buyer, Senior Buyer, Mill Stores, and Maintenance Coordinator and Shipper.From 1986 to 2003, Mr. Cox worked as a consultant and then as an employee manager for Industrial Equipment Company Ltd. (IECO), a power transmission distributor that was located in Delta, British Columbia. IECO carried a full range of November 30, 2013.
Audit Committeepower transmission equipment, bearings, material handling, fluid power, and Audit Committee Financial Expert Disclosure
The Company does not currently have a formal audit committee; audit committee functions are performed by our Directors. Our Directors are not deemed independent; as they also hold positions as officers. Our audit committee is responsible for: (1) selectionother related products.Since 2001 and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls, and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee.
The Company’s CFO, Erik Odeen, CPA, CFE, is the financial expert serving on the Board of Directors.
Code of Conduct and Code of Ethics for Senior Management
The Company has implemented a Code of Conduct and A Code of Ethics for Senior Management, which are both located on our website www.peptidetechnologiesinc.com . The Company's management intends to promote honest and ethical conduct, full and fair disclosure in our reportsup to the SECpresent, Mr. Cox was President of Denox Holdings Inc., his personal holding company, where he manages investments and BCSC,contracts with companies in the forestry industry to set up warehousing systems.In August 2014, Mr. Cox was appointed to serve as a Director and compliance with applicable governmental laws and regulations. We believe our codes are reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reportingOfficer of code violations; and provide accountability for adherence to the codes.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities and Exchange Act of 1934 requires any person who isPeptide Technologies Inc., a
director or executive officer or who beneficially holds more than ten percent (10%) of any class of our securities which have beencompany registered with the Securities and Exchange
Commission, to file reportsCommission.
Mr. Byron Striloff, President
Mr. Byron Striloff spent 35 years as a senior investment advisor in the areas of initial ownershippersonal and changes in ownershipcorporate investment management, tax planning, venture capital, insurance, and estate planning. He was a producing branch manager and has held senior management and directorship positions for various national investment dealers. His most recent account executive position as a senior personal and corporate investment advisor from 2012 through January 2016 was with CIBC Wood Gundy. He is also presently a Director of Nationwide Self Storage and a Trustee for Valhalla Diamond Trust.
His primary area of specialization is the Securitiesdevelopment of financial strategies that optimize investment performance from long-term trends, tax minimization, and Exchange Commission. These persons arewealth creation for individuals and businesses. He is also required under the regulationsa master qualified member of the SecuritiesDent Foundation and Exchange Commission to furnish us with copies of all Section 16(a) reports they file.
To our knowledge, based solelyfrequently speaks at public seminars on our review of the copies of the Section 16(a) reports furnished to us and a review of our shareholders of record for the fiscal year ended November 30, 2012, there were no filing delinquencies.
demographic economic forecasting.ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION.The following summary compensation table sets forth all compensationCompany has not awarded to, earned by, or paid to the named executive officers paid (or accrued) by usany compensation during the yearyears ended November 30, 2013March 31, 2019 and 2012, in all capacities2018. Effective February 23, 2019, the Board has agreed that salaries will not be accrued or paid for 24 months from the accountsdate of our executives, including the Chief Executive Officer (CEO).
Name and
Principal
Position
| Fiscal
Year
| | Salary
Earned or
Paid
($)
| | Bonus
($)
| | Stock
Awards
($)
| | Option
Awards
($)
| | Non-Equity
Incentive Plan
Compensation
($)
| | Non-Qualified
Deferred
Compensation
Earnings
($)
| All Other
Compensation*
($)
| | Totals
($)
| |
| | | | | | | | | | | | | | | | | |
Scott McKinley
Chief Executive Officer, Chief Operating Officer, Chairman
| 2013
2012
| | $ | 300,000
75,000
| | -
300,000
| | | -
-
| | -
-
| | | -
-
| | -
-
| -
-
| | $ | 300,000
375,000
| |
| | | | | | | | | | | | | | | | | | | | | |
Erik Odeen
Chief Financial Officer, Secretary, Treasurer
(effective August 31, 2012 )
| 2013
2012
| | $
| 240,000
60,000
| | -
-
| | | -
5,000
| | -
-
| | | -
-
| | -
-
| -
-
| | $ | 240,000
65,000
| |
| | | | | | | | | | | | | | | | | | | | | |
Bruce Sellars
Vice President of Operations & Communication (effective November 1, 2012 )
| 2013
2012
| | $ | 72,000
6,000
| | | | | | | | | | | | | | | $ | 72,000
6,000
| |
| | | | | | | | | | | | | | | | | | | | | |
Deborah Fortescue-Merrin
President
(through August 31, 2012)
| 2013
2012
| | $ | -
-
| | -
-
| | | -
-
| | -
-
| | | -
-
| | -
-
| -
-
| | $ | -
-
| |
| | | | | | | | | | | | | | | | | | | | | |
Richard Fortescue
Chief Financial Officer, Secretary, Treasurer
(through August 31, 2012)
| 2013
2012
| | $ | -
-
| | -
-
| | | -
-
| | -
-
| | | -
-
| | -
-
| -
-
| | $ | -
-
| |
| | | | | | | | | | | | | | | | | | | | | |
William Campbell
Chief Scientific Officer
(through December 14, 2011)
| 2013
2012
| | $ | -
-
| | -
-
| | | -
-
| | -
-
| | | -
-
| | -
-
| -
-
| | $ | -
-
| |
resolution.Compensation of Directors
We doThe Company does not compensate ourits directors for their time spent on behalf of ourthe Company, but they are entitled to receive reimbursement for all out of pocketout-of-pocket expenses incurred for attendance at ourattending Board of Directors meetings.
Irene Getty was paid $45,000.00 in stock (45,000.000 shares).Pension and Retirement Plans
Currently, we dothe Company does not offer any annuity, pension, or retirement benefits to be paid to any of ourits officers, directors, or employees in the event of retirement. There are also no compensatory plans or arrangements with respect to any individual named above which results or will result from the resignation, retirement, or any other termination of employment with ourthe company, or from a change in the control of ourthe Company.
We doThe Company does not have written employment agreements with any of ourits key employees.
Presently, the Board of Directors is performing the duties that would normally be performed by an audit committee. We intendThe Board of Directors intends to form a separate audit committee and areis seeking potential independent directors. We are seeking experienced business people and plan to appoint an individual qualified as an audit committee financial expert.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
MANAGEMENT.The following table sets forth certain information, as of November 30, 2013March 31, 2019, with respect to any person (including any “group”, as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who is known to the Company to be the beneficial owner of more than five percent of any class of the Company’s voting securities, and as to those shares of the Company’s equity securities beneficially owned by each of its director,directors, the executive officers of the companyCompany and all of its directors and executive officers of the Company and all of its directors and executive officers as a group. Unless otherwise specified in the table below, such information, other than information with respect to the directors and officers of the Company, is based on a review of statements filed, with the Securities and Exchange commission (the “Commission”) pursuant to Sections 13 (d), 13 (f), and 13 (g) of the Exchange Act with respect to the Company’s common stock. As of November 30, 2013,March 31, 2019, there were 151,123,000127,112,660 shares of common stock outstanding.
The number of shares of common stock beneficially owned by each person is determined under the rules of the Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.
The table also shows the number of shares beneficially owned as of November 30, 2013March 31, 2019 by each of the individual directors and executive officers and by all directors and executive officers as a group.
| Name of Beneficial Owner | | Position | | Amount and Nature of Beneficial Owner | | | Percent Of Common Stock | |
| | | | | | | | | |
| Scott McKinley | | Chief Executive Officer, Chief Operating Officer, Chairman | | | 50,000,000 | | | | 33.5 | % |
| Erik Odeen | | Chief Financial Officer, Secretary, Treasurer | | | 6,300,000 | | | | 4.2 | % |
| Bruce Sellars | | Vice President Operations & Communications | | | 750,000 | | | | 0.5 | % |
| | | Total Officer and Directors | | | 57,050,000 | | | | 38.3 | % |
(1) Percent of Ownership is calculated in accordance with the Securities and Exchange Commission’s Rule 13(d) – 13(d) (1). Based on 151,123,000 shares of common stock issued and outstanding.
Name of Beneficial Owner | Position | Amount and Nature of Beneficial Owner | Percent of Common Stock |
Bruce Sellars | Director, Chief Executive Officer | 5,260,000 | 4.14% |
Irene Getty | Director, Chief Financial Officer | 45,255,000 | 35.57% |
Dennis Cox | Director | 259,000 | 0.20% |
Byron Striloff | President | 5,745,000 | 4.52% |
| Total Officer and Directors | 56,519,000 | 44.46% |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Ms. Deborah Fortescue-Merrin, the prior President of the Company and Mr. Richard Fortescue, the prior Secretary/Treasurer and Chief Financial Officer for the Company are brother and sister. Both resigned from the Company effective August 31, 2012.
In accordance with the Asset Purchase Agreement dated August 23, 2011, the Company issued a total of 75,000,000 shares of its restricted common stock in exchange for intangible assets and intellectual property referred to as the Peptide Technology Platforms. 60,000,000 of these restricted shares were issued equally; 30,000,000 shares to William Campbell and 30,000,000 shares to Scott McKinley. The balance of 15,000,000 restricted shares were issued equally; 7,500,000 shares to Deborah Fortescue-Merrin and 7,500,000 shares to Richard Fortescu. Upon their resignations, Deborah Fortescue-Merrin and Richard Fortescue each relinquished 6,500,000 shares of common stock to Scott McKinley upon his acceptance of Chief Executive Officer for the Company. The assets that were purchased were set aside and new formulations were developed by the company.
On December 14, 2011, Peptide Technologies, Inc. agreed to amend the Asset Purchase Agreement dated August 23, 2011. As a result of the amendment 30,000,000 restricted common shares of the Company issued to William Campbell were returned to treasury in exchange for payment of half of one percent of all gross monies received by the company from revenue produced from products derived from the use of all the formulae listed in the Assets Purchase Agreement. In addition a monthly stipend of CDN $15,000 per month is to be paid commencing from receipt of monies from the first contract signed to purchase products derived from the use of the formulae for a period of five years from the date of the amended agreement.
Director Independence
For our description of director independence, see “Director Independence” under the section entitled “Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act” above.
None.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fees.The aggregate fees billed by
our auditors James Stafford Inc.dbbmckennon for the audit and reviews of the Company’s financial statements were $23,020 and $24,000 for the fiscal years ended March 31, 2019 and 2018, respectively.27
Audit-Related Fees. The aggregate fees billed by dbbmckennon for assurance and related services, that are reasonably related to the performance of the audit or review of the Company’s financial statements for the fiscal years ended March 31, 2019 and 2018 and that are not disclosed in the paragraph captioned “Audit Fees” above, were $0.
Tax Fees. The aggregate fees billed by dbbmckennon for professional services rendered for the audit of our annual consolidated financial statements and for the reviews of the consolidated financial statements included in our Quarterly Reports on Form 10Q during the fiscal year ended November 30, 2013 and 2012 were $20,829 and $14,385, respectively.
Audit Related Fees
We incurred no fees to auditors for audit related fees during the fiscal years ended November 30, 2012 and 2011.
Tax Fees
We incurred approximately $0 and $0 in fees to auditors for tax compliance, tax advice, orand tax compliance services during the fiscal years ended November 30, 2013 and 2012, respectively.
All Other Fees
We did not incur any other fees billed by auditors for services rendered to our Company, other than the services covered in "Audit Fees" and “Tax Fees”planning for the fiscal years ended November 30, 2013March 31, 2019 and 2012.
2018 were $0.All Other Fees. The Board of Directors has considered whetheraggregate fees billed by dbbmckennon for products and services, other than the provision of non-audit services is compatible with maintainingdescribed in the principal accountant's independence.
paragraphs “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above for the fiscal years ended March 31, 2019 and 2018 were $0.ITEM 15. EXHIBITSFINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES.
EXHIBITS.See Item 13 “Financial Statements and Supplementary Data.” The following is a complete list of exhibits filed as part of this Form 10K.10. Exhibit number correspondsnumbers correspond to the numbers in the Exhibit table of Item 601 of Regulation S-K.
Exhibit Index
31.1 Exhibit No. | Section 302 | Exhibit Description |
3.0 | | Articles of Incorporation (1) |
3.1 | | Amended Articles of Incorporation (1) |
3.2 | | Amended Articles of Incorporation (1) |
3.3 | | Corporate Bylaws (1) |
10.1 | | Advance from Baxter Koehn to Peptide Technologies, Inc. (1) |
| | |
| 31.1 |
| Certification –of Chief Executive Officer * |
32.2 | CertificationFinancial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Financial Officer.* |
SIGNATURES
Pursuant(1) Filed as an exhibit to our Registration Statement on Form 10 filed with the requirements ofSEC on July 28, 2017.
28
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrantRegistrant has duly caused this report to be signed on its behalf by the undersigned, thereuntothere unto duly authorized,authorized.
| | PEPTIDE TECHNOLOGIES, INC. |
Date: | June 21, 2019 | By: Name: Title: | /s/ Bruce Sellars Bruce Sellars Chief Executive Officer |
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on this 27th daybehalf of February, 2014.
PEPTIDE TECHNOLOGIES, INC.
the Company and in the capacities and on the dates indicated.Date: February 28, 2014 | | PEPTIDE TECHNOLOGIES, INC. |
Date: | June 21, 2019 | By: Name: Title: | /s/ Scott McKinleyIrene Getty Irene Getty Chairman, Chief Financial Officer |
Date: | June 21, 2019 | By: Name: Title: | /s/ Bruce Sellars Bruce Sellars Director |
| Date: | Name: Scott McKinley
Title: Chairman & Principal Executive Officer
|
Date: February 28, 2014June 21, 2019 | By: Name: Title: | /s/ Erik Odeen |
| Name: Erik Odeen
Title: Chief Financial Officer & Principal Accounting Officer
Dennis Cox
Director |