Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Aug. 31, 2014 | Aug. 31, 2015 | Nov. 28, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | PetLife Pharmaceuticals, Inc. | ||
Entity Central Index Key | 1,354,591 | ||
Document Type | 10-K | ||
Document Period End Date | Aug. 31, 2014 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --08-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 15,338,480 | ||
Entity Common Stock, Shares Outstanding | 62,403,911 | ||
Trading Symbol | PTLF | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,014 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Aug. 31, 2014 | Aug. 31, 2013 |
Current assets | ||
Cash | $ 6,852 | $ 0 |
Due from affiliate | 10,582 | 0 |
Total current assets | 17,434 | 0 |
Total assets | 17,434 | 0 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Current liabilities | 0 | 0 |
Total liabilities | $ 0 | $ 0 |
Commitments | ||
Stockholders' equity | ||
Preferred Stock, $0.001 par value, 50,000,000 authorized, 0 and 0 shares issued and outstanding, respectively | ||
Common stock, $0.001 par value, 750,000,000 authorized, 54,634,056 and 37,990,000 shares issued and outstanding, respectively | $ 54,634 | $ 37,990 |
Additional paid-in capital | 1,474,889 | (37,952) |
Accumulated deficit | (1,512,089) | (38) |
Total stockholders' equity | 17,434 | 0 |
Total liabilities and stockholders' equity | $ 17,434 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Aug. 31, 2014 | Aug. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 54,634,056 | 37,990,000 |
Common stock, shares outstanding | 54,634,056 | 37,990,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 9 Months Ended | 12 Months Ended |
Aug. 31, 2013 | Aug. 31, 2014 | |
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 0 |
Operating Expenses | ||
Research and devlopment-related party | 0 | 73,198 |
Manufacturing and production | 0 | 60,079 |
General and administrative | 38 | 1,378,774 |
Operating Expenses | 38 | 1,512,051 |
Operating loss | (38) | (1,512,051) |
Net loss | $ (38) | $ (1,512,051) |
Net loss per share - basic and diluted | $ 0 | $ (0.04) |
Weighted average shares outstanding - basic and diluted | 37,990,000 | 40,113,465 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 11, 2012 | ||||
Balance,shares at Dec. 11, 2012 | ||||
Common stock issued to founders | $ 37,990 | $ (37,952) | $ 38 | |
Common stock issued to founders, shares | 37,990,000 | |||
Net loss | $ (38) | (38) | ||
Balance at Aug. 31, 2013 | $ 37,990 | (37,952) | $ (38) | 0 |
Balance,shares at Aug. 31, 2013 | 37,990,000 | |||
Common stock issued in connection with reverse acquisition | $ 10,988 | 89,012 | 100,000 | |
Common stock issued in connection with reverse acquisition, shares | 10,988,116 | |||
Issuance of common stock for cash | $ 676 | 183,824 | 184,500 | |
Issuance of common stock for cash, shares | 676,000 | |||
Stock-based compensation | $ 4,980 | $ 1,240,005 | 1,244,985 | |
Stock-based compensation, shares | 4,979,940 | |||
Net loss | $ (1,512,051) | (1,512,051) | ||
Balance at Aug. 31, 2014 | $ 54,634 | $ 1,474,889 | $ (1,512,089) | $ 17,434 |
Balance,shares at Aug. 31, 2014 | 54,634,056 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 9 Months Ended | 12 Months Ended |
Aug. 31, 2013 | Aug. 31, 2014 | |
Net Cash from (used in) operating activities | ||
Net loss | $ (38) | $ (1,512,051) |
Stock-based compensation | 38 | 1,244,985 |
Net cash used in operating activities | 0 | (267,066) |
Net cash from (used in) investing activities | ||
Reverse acquisition | 0 | 100,000 |
Net cash provided by investing activities | 0 | 100,000 |
Net cash provided by financing activities | ||
Proceeds from sale of common stock | 0 | 184,500 |
Due from affiliate, net | 0 | (10,582) |
Net cash provided by financing activities | 0 | 173,918 |
Increase (decrease) in cash | 0 | 6,852 |
Cash, beginning of period | 0 | 0 |
Cash, end of period | $ 0 | $ 6,852 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Aug. 31, 2014 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 1 SIGNIFICANT ACCOUNTING POLICIES Nature of Operations PetLife Pharmaceuticals, Inc. (Company) is a registered U.S. Veterinary Pharmaceutical company whose mission is to bring its scientifically proven, potentiated bioactive medication and nutraceuticals -- Escozine for Pets -- to the world of veterinary oncology. The Company specializes in the research, development, sales and support of advanced drugs and nutraceuticals for pet cancer and autoimmune related diseases such as arthritis. A summary of the significant accounting policies applied in the presentation of the accompanying consolidated financial statements follows: Basis and business presentation The Company was incorporated on April 5, 2002 under the laws of the State of Nevada as Aztek Ventures Inc. Effective November 13, 2007, we filed a Certificate of Amendment to our Articles of Incorporation to change our name from Aztek Ventures Inc. to Genesis Uranium Corp. Effective April 21, 2008, we amended our Articles of Incorporation to change our name from Genesis Uranium Corp. to Vault Technology Inc. to reflect the change in our business focus beyond solely that of uranium exploration. Effective July 10, 2009, we filed a Certificate of Amendment to our Articles of Incorporation to change our name from Vault Technology, Inc. to Modern Renewable Technologies, Inc. (Modern). On May 27, 2011, Modern, merged with Eco Ventures Group, Inc., and the name of the Company was changed to Eco Ventures Group, Inc. On July 15, 2013, the Company entered into an Agreement and Plan of Merger with Clear TV Ventures, Inc. Under the terms of the merger, Clear TV became the surviving corporation. On June 26, 2014, Eco Ventures Group, Inc. entered into an Agreement and Plan of Merger with its subsidiary, PetLife Pharmaceuticals, Inc., a Nevada Corporation, with PetLife Pharmaceuticals, Inc. being the surviving entity. As part of that merger, the name of the Company was changed to PetLife Pharmaceuticals, Inc. and each 15 shares of our common stock were exchanged for one share in the surviving company. Effective August 12, 2014 we completed the closing of the Share Exchange Agreement and the acquisition of Petlife and changed our name to Petlife Pharmaceuticals, Inc. All references herein to the number of shares outstanding and per-share amounts have been retroactively restated to reflect the exchange ratio in the merger with PetLife Pharmaceuticals, Inc. All references that refer to (the Company or PetLife Pharmaceuticals, Inc. or Petlife or we or us or our) are PetLife Pharmaceuticals, Inc., the Registrant and its wholly and or majority owned subsidiaries. We are in the development stage, as defined by Accounting Standards Codification subtopic 915-10, Development Stage Entities (ASC 915-10) and have developed and is launching a new generation of potentiated veterinary cancer medications and nutraceuticals, based on the same patented formula Escozine and production processes that have been scientifically proven as an effective treatment for cancer in humans for years. We have not generated any revenues to date, have incurred expenses and has sustained losses since December 12, 2012 (date of inception). Consequently, our operations are subject to all the risks inherent in the establishment of a new business enterprise. For the period from December 12, 2012 (date of inception) through August 31, 2014, we have accumulated a deficit of approximately $1,512,089. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Merger and Corporate Restructure On or about April 17, 2014, the Company entered into a Share Exchange Agreement (the Share Exchange) with Petlife Corporation, a Delaware corporation (Petlife) and the shareholders of Petlife Corporation (the Shareholders) for the exchange of all of the issued and outstanding shares of Petlife. Effective at the Closing on August 12, 2014, these shares of Petlife were exchanged for approximately 47,000,000 fully paid non-assessable shares of the Company reflecting approximately 80% of the issued and outstanding shares of the Company and acquisition of all assets and liabilities of the Company valued at $100,000. No liabilities were assumed. In connection with the share exchange, Petlife Corporation became our wholly owned subsidiary. Accordingly, the historical financial statements are those of Petlife, the accounting acquirer, immediately following the consummation of the reverse acquisition. The Company did not recognize goodwill or any intangible assets in connection with this transaction. Estimates The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Revenue Recognition The Company will recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (ASC 605-10) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on managements judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments will be provided for in the same period the related sales will be recorded. ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arraignments (ASC 605-25). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. There was no effect on implementing ASC 605-25 on the Companys financial position and results of operations, since the Company has not started generating revenue. Cash The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash. Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Long-Lived Assets The Company follows FASB ASC 360-10-15-3, Impairment or Disposal of Long-lived Assets, which established a primary asset approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Income Taxes The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (ASC 740-10) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of timing differences such as deferred officers compensation and stock based compensation accounting. Net Loss per Common Share, basic and diluted The Company has adopted Accounting Standards Codification subtopic 260-10, Earnings Per Share (ASC 260-10) specifying the computation, presentation and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. Stock based compensation The Company follows Accounting Standards Codification subtopic 718-10, Compensation (ASC 718-10) which requires that all share-based payments to both employees and non-employees be recognized in the income statement based on their fair values. As of August 31, 2014, the Company did not have any issued or outstanding stock options. Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (ASC 730-10). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred costs of $73,198 for research and development expenses from December 12, 2012 (date of inception) through August 31, 2014. Reliance on Key Personnel and Consultants The Company has eleven full-time employees, three of which are executive officers. Additionally, the Company has consultants performing various specialized services. The Company is heavily dependent on the continued active participation of these current executive officers, employees and key consultants. The loss of any of the senior management or key consultants could significantly and negatively impact the business until adequate replacements can be identified and put in place. Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments (ASC 825-10) requires disclosure of the fair value of certain financial instruments. The carrying amount reported in the unaudited condensed consolidated balance sheet for accounts payable and accrued expenses, advances and notes payable approximates fair value because of the immediate or short-term maturity of these financial instruments. Recent Accounting Pronouncements In June of 2014 the Financial Accounting Standards Board issued Accounting Standards Update ASU 2014-10, Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation (ASU 2014-10). The amendments in ASU 2014-10 remove the definition of a development stage entity from the master glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein the Company has early adopted this pronouncement. The FASB has issued ASU No. 2014-12, Compensation Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company has not yet determined the effect of the adoption of this standard and it is not expected to have a material impact on the Companys consolidated financial position and results of operations. The FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company has not yet determined the effect of the adoption of this standard and it is not expected to have a material impact on the Companys consolidated financial position and results of operations. In August 2014, the FASB issued a new accounting standard which requires management to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this new standard for the fiscal year ending August 31, 2015 and the Company will continue to assess the impact on its consolidated financial statements. The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Companys financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Companys financials properly reflect the change. |
Going Concern Matters
Going Concern Matters | 12 Months Ended |
Aug. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Matters | NOTE 2 GOING CONCERN MATTERS The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements from December 12, 2012 (date of inception) through August 31, 2014, the Company incurred deficit accumulated during development stage of approximately $1,512,089. As of August 31, 2014, the Company has very limited funds on which to operate. The Companys existence is currently dependent upon managements ability to develop profitable operations and or upon obtaining additional financing to carry out its planned business. Management is devoting substantially all of its efforts to the commercialization of its planned products, as well as raising additional debt or equity financing in order to accelerate the development and commercialization of additional products. There can be no assurance that the Companys commercialization or financing efforts will result in profitable operations or the resolution of the Companys liquidity problems. There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all. In the event the Company is unable to continue as a going concern, it may elect or required to seek protection from its creditors by filing a voluntary petition in bankruptcy or may be subject to an involuntary petition in bankruptcy. To date, management has not considered this alternative, nor does management view it as a likely occurrence. The accompanying consolidated statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Aug. 31, 2014 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 3 STOCKHOLDERS EQUITY Common Stock On January 10, 2013, the Company issued 37,990,000 shares of its $.001 par value common stock to founders. During August 2014, the Company issued 4,979,940 shares of its $.001 par value common stock for services valued at $1,244,985. In August, 2014, the Company sold 676,000 shares of its $.001 par value common stock for $184,500. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Aug. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4 RELATED PARTY TRANSACTIONS On December 30, 2013, the Company entered into an agreement with Medolife Corporation (Medolife) , an affiliated company, for the performance of certain ongoing services and maintenance related to a scorpion reservation , together with the providing of other services such as product operations, research and development to support the Companys product marketing. During the year ended August 31, 2014 Medolife invoiced the Company for services and maintenance of $165,800. During year ended August 31, 2014, Medolife received proceeds from the sale of the Companys common stock totaling $184,500. The Company was owed $10,582 from Medolife as of August 31, 2014. On August 1, 2014, the Company entered into a patent license agreement with a shareholder for a polarized scorpion venom solution and a method for making polarized scorpion venom solution for veterinary use. The licensor has provided Medolife, an affiliated company by common shareholders, with an exclusive right to the polarized scorpion venom patent with the exception of the rights for veterinary use. The Company will manufacture, use, and sell polarized scorpion venom containing such patented improvements for veterinary use. |
Income Taxes
Income Taxes | 12 Months Ended |
Aug. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 5 INCOME TAXES As of August 31, 2014 the Company has accumulated losses of $1,512,089. A deferred tax asset has been provided, which is equally offset by a valuation allowance. |
Share Exchange Agreement
Share Exchange Agreement | 12 Months Ended |
Aug. 31, 2014 | |
Share Exchange Agreement | |
Share Exchange Agreement | NOTE 6 SHARE EXCHANGE AGREEMENT On April 17, 2014, Petlife Corporation entered into a Share Exchange agreement with PetLife Pharmaceuticals, Inc. (formerly Clear TV Ventures, Inc.), a publically traded company. The shares of Petlife Corporation were exchanged for 47,000,000, or 80% of the issued and outstanding shares of PetLife Pharmaceuticals, Inc. The closing of the Share Exchange Agreement was conditioned upon certain, limited customary representations and warranties as well as conditions to close such as the total issued and outstanding shares of the Company being limited to 58,000,000 issued and outstanding post-closing. The Share Exchange Agreement closed on August 11, 2014 with the issuance of 47,000,000 shares to shareholders or designees of Petlife Corporation. The shares of common stock of PetLife Pharmaceuticals, Inc. issued in the exchange to the Petlife Corporation shareholders were not registered under the Securities Act of 1933, as amended (the Securities Act), or the securities laws of any state, and were in each case offered, sold and issued in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act, as a transaction by an issuer not involving a public offering, and Rule 506 of Regulation D promulgated thereunder. The Company relied on such exemptions based in part on written representations made by the Company shareholders, including representations with respect to each members status as an accredited investor and investment intent with respect to the acquired securities. The shares of common stock issued in the Exchange to the Company shareholders may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act, and each of the certificates or instruments evidencing such shares bears a legend to that effect. The transaction was recorded as a reverse acquisition whereby Petlife Corporation was considered to be the accounting acquirer as its shareholders retained control of Petlife Pharmaceuticals, Inc., after the exchange, although Petlife Pharmaceuticals, Inc., is the legal parent company. The share exchange was treated as a recapitalization of Petlife Corporation (and its historical financial statements) is the continuing entity for financial reporting purposes. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Aug. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 7 SUBSEQUENT EVENTS During the year ended August 31, 2015, the Company issued 3,898,100 shares of its $.001 par value common stock for services and received $10,000 for 10,000 common shares, the 10,000 shares have not been issued to date. Pursuant to agreement, effective November 13, 2015 Bruce Niswander and Sebastian Serrell-Watts resigned as officers and directors of the Company. On November 21, 2015 the Company entered into a Reorganization and Stock Purchase Agreement with Alexian Scientific, Inc. Closing of the agreement is conditioned on the Company obtaining funding of a minimum of $10,000,000. At closing, the Company will issue 38,777,630 shares of common stock to designees of Alexian in consideration for 100% of the equity of Alexian, the Company will appoint designees of Alexian as its officers and directors, and all of the current officers and directors of the Company will resign. As part of the agreement with Alexian, shareholders of the Company cancelled certain shares of common stock of the Company such that subsequent to closing there will be a total of 80,786,730 shares of common stock outstanding. |
Significant Accounting Polici14
Significant Accounting Policies (Policies) | 12 Months Ended |
Aug. 31, 2014 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations PetLife Pharmaceuticals, Inc. (Company) is a registered U.S. Veterinary Pharmaceutical company whose mission is to bring its scientifically proven, potentiated bioactive medication and nutraceuticals -- Escozine for Pets -- to the world of veterinary oncology. The Company specializes in the research, development, sales and support of advanced drugs and nutraceuticals for pet cancer and autoimmune related diseases such as arthritis. |
Basis and Business Presentation | Basis and business presentation The Company was incorporated on April 5, 2002 under the laws of the State of Nevada as Aztek Ventures Inc. Effective November 13, 2007, we filed a Certificate of Amendment to our Articles of Incorporation to change our name from Aztek Ventures Inc. to Genesis Uranium Corp. Effective April 21, 2008, we amended our Articles of Incorporation to change our name from Genesis Uranium Corp. to Vault Technology Inc. to reflect the change in our business focus beyond solely that of uranium exploration. Effective July 10, 2009, we filed a Certificate of Amendment to our Articles of Incorporation to change our name from Vault Technology, Inc. to Modern Renewable Technologies, Inc. (Modern). On May 27, 2011, Modern, merged with Eco Ventures Group, Inc., and the name of the Company was changed to Eco Ventures Group, Inc. On July 15, 2013, the Company entered into an Agreement and Plan of Merger with Clear TV Ventures, Inc. Under the terms of the merger, Clear TV became the surviving corporation. On June 26, 2014, Eco Ventures Group, Inc. entered into an Agreement and Plan of Merger with its subsidiary, PetLife Pharmaceuticals, Inc., a Nevada Corporation, with PetLife Pharmaceuticals, Inc. being the surviving entity. As part of that merger, the name of the Company was changed to PetLife Pharmaceuticals, Inc. and each 15 shares of our common stock were exchanged for one share in the surviving company. Effective August 12, 2014 we completed the closing of the Share Exchange Agreement and the acquisition of Petlife and changed our name to Petlife Pharmaceuticals, Inc. All references herein to the number of shares outstanding and per-share amounts have been retroactively restated to reflect the exchange ratio in the merger with PetLife Pharmaceuticals, Inc. All references that refer to (the Company or PetLife Pharmaceuticals, Inc. or Petlife or we or us or our) are PetLife Pharmaceuticals, Inc., the Registrant and its wholly and or majority owned subsidiaries. We are in the development stage, as defined by Accounting Standards Codification subtopic 915-10, Development Stage Entities (ASC 915-10) and have developed and is launching a new generation of potentiated veterinary cancer medications and nutraceuticals, based on the same patented formula Escozine and production processes that have been scientifically proven as an effective treatment for cancer in humans for years. We have not generated any revenues to date, have incurred expenses and has sustained losses since December 12, 2012 (date of inception). Consequently, our operations are subject to all the risks inherent in the establishment of a new business enterprise. For the period from December 12, 2012 (date of inception) through August 31, 2014, we have accumulated a deficit of approximately $1,512,089. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Merger and Corporate Restructure | Merger and Corporate Restructure On or about April 17, 2014, the Company entered into a Share Exchange Agreement (the Share Exchange) with Petlife Corporation, a Delaware corporation (Petlife) and the shareholders of Petlife Corporation (the Shareholders) for the exchange of all of the issued and outstanding shares of Petlife. Effective at the Closing on August 12, 2014, these shares of Petlife were exchanged for approximately 47,000,000 fully paid non-assessable shares of the Company reflecting approximately 80% of the issued and outstanding shares of the Company and acquisition of all assets and liabilities of the Company valued at $100,000. No liabilities were assumed. In connection with the share exchange, Petlife Corporation became our wholly owned subsidiary. Accordingly, the historical financial statements are those of Petlife, the accounting acquirer, immediately following the consummation of the reverse acquisition. The Company did not recognize goodwill or any intangible assets in connection with this transaction. |
Estimates | Estimates The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition The Company will recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (ASC 605-10) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on managements judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments will be provided for in the same period the related sales will be recorded. ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arraignments (ASC 605-25). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. There was no effect on implementing ASC 605-25 on the Companys financial position and results of operations, since the Company has not started generating revenue. |
Cash | Cash The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. |
Long-Lived Assets | Long-Lived Assets The Company follows FASB ASC 360-10-15-3, Impairment or Disposal of Long-lived Assets, which established a primary asset approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. |
Income Taxes | Income Taxes The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (ASC 740-10) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of timing differences such as deferred officers compensation and stock based compensation accounting. |
Net Loss per Common Share, Basic and Diluted | Net Loss per Common Share, basic and diluted The Company has adopted Accounting Standards Codification subtopic 260-10, Earnings Per Share (ASC 260-10) specifying the computation, presentation and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. |
Stock Based compensation | Stock based compensation The Company follows Accounting Standards Codification subtopic 718-10, Compensation (ASC 718-10) which requires that all share-based payments to both employees and non-employees be recognized in the income statement based on their fair values. As of August 31, 2014, the Company did not have any issued or outstanding stock options. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (ASC 730-10). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred costs of $73,198 for research and development expenses from December 12, 2012 (date of inception) through August 31, 2014. |
Reliance on Key Personnel and Consultants | Reliance on Key Personnel and Consultants The Company has eleven full-time employees, three of which are executive officers. Additionally, the Company has consultants performing various specialized services. The Company is heavily dependent on the continued active participation of these current executive officers, employees and key consultants. The loss of any of the senior management or key consultants could significantly and negatively impact the business until adequate replacements can be identified and put in place. |
Fair Value | Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments (ASC 825-10) requires disclosure of the fair value of certain financial instruments. The carrying amount reported in the unaudited condensed consolidated balance sheet for accounts payable and accrued expenses, advances and notes payable approximates fair value because of the immediate or short-term maturity of these financial instruments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June of 2014 the Financial Accounting Standards Board issued Accounting Standards Update ASU 2014-10, Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation (ASU 2014-10). The amendments in ASU 2014-10 remove the definition of a development stage entity from the master glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein the Company has early adopted this pronouncement. The FASB has issued ASU No. 2014-12, Compensation Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company has not yet determined the effect of the adoption of this standard and it is not expected to have a material impact on the Companys consolidated financial position and results of operations. The FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company has not yet determined the effect of the adoption of this standard and it is not expected to have a material impact on the Companys consolidated financial position and results of operations. In August 2014, the FASB issued a new accounting standard which requires management to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this new standard for the fiscal year ending August 31, 2015 and the Company will continue to assess the impact on its consolidated financial statements. The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Companys financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Companys financials properly reflect the change. |
Significant Accounting Polici15
Significant Accounting Policies (Details Narrative) - USD ($) | Jun. 26, 2014 | Apr. 17, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2014 |
Accumulated deficit | $ 38 | $ 1,512,089 | $ 1,512,089 | ||
Shares exchanged for approximately fully paid non-assessable shaes approximately | 47,000,000 | ||||
Percentage of issued and outstanding shares of company and acquisition of all assets and liabilities | 80.00% | ||||
As of the date of the acquisition value | $ 100,000 | ||||
Liabilities | 0 | ||||
Research and development expenses | $ 0 | $ 73,198 | $ 73,198 | ||
Eco Ventures Group, Inc [Member] | |||||
Number of common stock shares exchanges for shares | 15 |
Going Concern Matters (Details
Going Concern Matters (Details Narrative) - USD ($) | Aug. 31, 2014 | Aug. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 1,512,089 | $ 38 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Jan. 10, 2013 | Aug. 31, 2014 |
Issued shares par value | $ .001 | |
Number of shares issued for services | 4,979,940 | |
Issued shares value | $ 1,244,985 | |
Number of shares sold during period | 676,000 | |
Sold stock per share value | $ .001 | |
Sold shares value | $ 184,500 | |
Founders [Member] | ||
Number of common stock issued during period | 37,990,000 | |
Issued shares par value | $ .001 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Aug. 31, 2013 | Aug. 31, 2014 | |
Proceeds from sale of common stock | $ 0 | $ 184,500 |
Medolife Corporation [Member] | ||
Services and maintenance cost | 165,800 | |
Company was owed | $ 10,582 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Aug. 31, 2014USD ($) |
Income Tax Disclosure [Abstract] | |
Accumulated losses | $ 1,512,089 |
Share Exchange Agreement (Detai
Share Exchange Agreement (Details Narrative) - shares | Aug. 11, 2014 | Apr. 17, 2014 |
Number of shares exchanged as per share exchange agreement | 47,000,000 | |
Percentage of issued and outstanding shares of company | 80.00% | |
PetLife Pharmaceuticals, Inc. [Member] | ||
Number of shares exchanged as per share exchange agreement | 47,000,000 | 47,000,000 |
Percentage of issued and outstanding shares of company | 80.00% | |
Number of shares being limited to issued outstanding post-closing during period | 58,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 21, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2015 | Aug. 31, 2014 | Apr. 17, 2014 |
Number of common stock issued during period for services | 4,979,940 | |||||
Issued shares par value | $ .001 | $ .001 | ||||
Received issuance of common stock | $ 0 | $ 184,500 | ||||
Percentage of equity of designees | 80.00% | |||||
Subsequent Event [Member] | ||||||
Number of common stock issued during period for services | 3,898,100 | |||||
Issued shares par value | $ 0.001 | |||||
Received issuance of common stock | $ 10,000 | |||||
Number of common stock issued | 10,000 | |||||
Number of shares not been issued to date | 10,000 | |||||
Subsequent Event [Member] | Alexian Scientific, Inc. [Member] | ||||||
Minimum obtaining fund | $ 10,000,000 | |||||
Number of issue of shares of common stock to designees | 38,777,630 | |||||
Percentage of equity of designees | 100.00% | |||||
Number of common stock shares outstanding upon the cancellation | 80,786,730 |