Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Aug. 31, 2016 | Dec. 06, 2016 | 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, 2016 | ||
Amendment Flag | false | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Current Fiscal Year End Date | --08-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 15,338,480 | ||
Entity Common Stock, Shares Outstanding | 59,686,171 | ||
Trading Symbol | PTLF | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Aug. 31, 2016 | Aug. 31, 2015 |
Current assets | ||
Cash | $ 1,172 | |
Due from affiliate | 4,800 | |
Total current assets | 1,172 | 4,800 |
Website development | 600 | |
Total assets | 1,172 | 5,400 |
Current liabilities | ||
Accounts payable and accrued expense | 291,547 | 235,427 |
Accounts payable and accrued expense - related party | 466,474 | 125,100 |
Stock payable | 2,315,000 | |
Loan from officer | 153,011 | |
Due - shareholder | 10,000 | 10,000 |
Total current liabilities | 3,236,032 | 370,527 |
Total liabilities | 3,236,032 | 370,527 |
Commitments | ||
STOCKHOLDERS' DEFICIT | ||
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, 8,399,422 and 11,706,431 shares issued and outstanding, respectively | 8,400 | 11,707 |
Additional paid-in capital | 3,888,070 | 3,067,456 |
Accumulated deficit | (7,131,330) | (3,444,290) |
Total stockholders' deficit | (3,234,860) | (365,127) |
Total liabilities and stockholders' deficit | $ 1,172 | $ 5,400 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Aug. 31, 2016 | Aug. 31, 2015 |
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 | 8,399,422 | 11,706,431 |
Common stock, shares outstanding | 8,399,422 | 11,706,431 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating Expenses | ||
Manufacturing and production | 220,733 | |
General and administrative | 3,687,040 | 1,711,468 |
Total operating expenses | 3,687,040 | 1,932,201 |
Operating loss | (3,687,040) | (1,932,201) |
Net loss | $ (3,687,040) | $ (1,932,201) |
Net loss per share - basic and diluted | $ (0.40) | $ (0.17) |
Weighted average shares outstanding - basic and diluted | 9,124,246 | 11,459,583 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Aug. 31, 2014 | $ 10,927 | $ 1,518,596 | $ (1,512,089) | $ 17,434 |
Balance, shares at Aug. 31, 2014 | 10,926,811 | |||
Stock-based compensation | $ 780 | 1,548,860 | 1,549,640 | |
Stock-based compensation, shares | 779,620 | |||
Common shares for accounts payable | ||||
Net loss | (1,932,201) | (1,932,201) | ||
Balance at Aug. 31, 2015 | $ 11,707 | 3,067,456 | (3,444,290) | (365,127) |
Balance, shares at Aug. 31, 2015 | 11,706,431 | |||
Stock-based compensation | 736,374 | 736,374 | ||
Stock-based compensation, shares | ||||
Shares cancelled by principals | $ (3,538) | 3,538 | ||
Shares cancelled by principals, shares | (3,538,249) | |||
Common shares for accounts payable | $ 231 | 80,702 | 80,933 | |
Common shares for accounts payable, shares | 231,240 | |||
Net loss | (3,687,040) | (3,687,040) | ||
Balance at Aug. 31, 2016 | $ 8,400 | $ 3,888,070 | $ (7,131,330) | $ (3,234,860) |
Balance, shares at Aug. 31, 2016 | 8,399,422 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Net Cash used in operating activities | ||
Net loss | $ (3,687,040) | $ (1,932,201) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Impairment of website development | 600 | |
Bad debt | 4,800 | |
Stock-based compensation | 736,374 | 1,549,640 |
Changes in assets and liabilities: | ||
Accounts payable and accrued expenses | 56,120 | 235,427 |
Accounts payable and accrued expenses - related party | 422,307 | 125,100 |
Stock payable | 2,315,000 | |
Net cash used in operating activities | (151,839) | (22,034) |
Net cash used in investing activities | ||
Capital expenditures | (600) | |
Net cash used in investing activities | (600) | |
Net cash provided by financing activities | ||
Due from affiliate, net | 5,782 | |
Proceeds from loan from officer | 153,011 | |
Proceeds from shareholder advance | 10,000 | |
Net cash provided by financing activities | 153,011 | 15,782 |
Increase (decrease) in cash | 1,172 | (6,852) |
Commitments | ||
Cash, beginning of period | 6,852 | |
Cash, end of period | 1,172 | |
Supplemental disclosure of cash flow information: | ||
Income taxes paid | ||
Interest expense paid | ||
Non-cash transaction | ||
Common shares for accounts payable | 80,933 | |
Common shares returned to treasury and cancelled | $ 3,538 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Aug. 31, 2016 | |
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 Vitalzul 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. On July 20, 2016, Petlife Pharmaceuticals, Inc. entered into an Agreement and Plan of Merger with its wholly-owned subsidiary, PetLife Merger Subsidiary, Inc., a Nevada Corporation, with PetLife Merger Subsidiary, Inc. being the surviving entity. As part of that merger, the name of the Petlife Merger Subsidiary was changed back to PetLife Pharmaceuticals, Inc. The purpose of the subsidiary merger was to effectuate a 1 for 5 reverse exchange of Petlifes common stock pursuant to the terms of the merger. The combined entities continue on public markets pursuant to Rule 12g-3 of the Securities Exchange Act of 1934, as amended. All references herein to the number of shares outstanding and per-share amounts have been retroactively restated to reflect the exchange ratios referenced above. 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. We have accumulated a deficit of approximately $4,700,000. The consolidated financial statements include the accounts of the Company and its majority owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Merger and Corporate Restructure On July 20, 2016, Petlife Pharmaceuticals, Inc. entered into an Agreement and Plan of Merger with its wholly-owned subsidiary, PetLife Merger Subsidiary, Inc., a Nevada Corporation, with PetLife Merger Subsidiary, Inc. being the surviving entity. As part of that merger, the name of the Petlife Merger Subsidiary was changed back to PetLife Pharmaceuticals, Inc. The purpose of the subsidiary merger was to effectuate a 1 for 5 reverse exchange of Petlifes common stock pursuant to the terms of the merger. The combined entities continue on public markets pursuant to Rule 12g-3 of the Securities Exchange Act of 1934, as amended. 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. Cash The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash. Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Income Taxes The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (ASC 740-10) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of timing differences such as deferred officers compensation and stock based compensation accounting. Net Loss per Common Share, basic and diluted The Company has adopted Accounting Standards Codification subtopic 260-10, Earnings Per Share (ASC 260-10) specifying the computation, presentation and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. Stock based compensation The Company follows Accounting Standards Codification subtopic 718-10, Compensation (ASC 718-10) which requires that all share-based payments to both employees and non-employees be recognized in the income statement based on their fair values. 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 $0 and $0 for research and development expenses for the years ended August 31, 2016 and 2015. 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 No other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material impact on the Consolidated Financial Statements. |
Going Concern
Going Concern | 12 Months Ended |
Aug. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 GOING CONCERN The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements as of August 31, 2016, the Company has an accumulated deficit of approximately $7,000,000. As of August 31, 2016, the Companys absence of revenues, recurring losses and its need for additional financing to operate and fund its projected loss in 2017 raise substantial doubt about its ability to continue as a going concern. 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 require 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' Deficit
Stockholders' Deficit | 12 Months Ended |
Aug. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 3 STOCKHOLDERS DEFICIT Common Stock Per the merger referred to above (Note 1), the Company effectuated a 1 for 5 reverse exchange on July 20, 2016. This has been retroactively accounted for in the financial statements. During the year ended August 31, 2015, the Company issued 779,620 shares of its $.001 par value common stock for services valued at $1,549,640. Effective November 20, 2015, principals of the Company cancelled and returned to treasury a total of 3,538,249 shares of common stock. Also, effective November 20, 2015, the Company issued a total of 231,240 shares of common stock to investors, officers, and employees of the Company for $80,933 of accounts payable. On June 9, 2016, the Company entered into an agreement with Dr. Ralph Salvagno our chief executive officer. The agreement is for 24 months or until June 30, 2018 with options to renew for additional 24 months. The Company is to pay an annual salary of $240,000, issue 8,000,000 of common stock that vest immediately. The Company granted 2,000,000 options to purchase 2,000,000 shares of common stock at 50% discount to market or $0.25, whichever is higher. For the year ended August 31, 2016, the Company recorded stock based compensation of $840,000 for the common stock which is not yet issued as of August 31, 2016 and recorded in payables. Upon receipt of FDA approval for Escozine for Pets, Dr. Salvagno will receive an additional 5,000,000 shares of common stock and will be granted options to purchase an additional 2,000,000 shares of common stock at 50% discount to market or $1.00, whichever is higher, this event has not occurred as of August 31, 2016. The Black-Scholes pricing model was used to estimate the fair value of the 2,000,000 options issued during the year, using the assumptions of a risk free interest rate of .77%, dividend yield of 0%, volatility of 340%, and an expected life of 2 years. These options were expensed immediately in the amount of approximately $205,000. On June 13, 2016, the Company entered into an agreement with a consultant for financial services. The agreement is for 36 months or until June 2019 with options to renew for additional 24 months. The Company is to issue 5,000,000 shares of common stock that vest immediately. The Company granted 2,000,000 options to purchase 2,000,000 shares of common stock at 50% discount to market or $0.25, whichever is higher. For the year ended August 31, 2016, the Company recorded stock based compensation of $1,350,000 for the common stock which is not yet issued as of August 31, 2016 and recorded in payables. The Black-Scholes pricing model was used to estimate the fair value of the 2,000,000 options issued during the year, using the assumptions of a risk free interest rate of .73%, dividend yield of 0%, volatility of 339%, and an expected life of 2 years. These options were expensed immediately in the amount of approximately $531,000. In June 2016, the Company entered into an agreement with our science officer. The agreement is for 36 months or until June 2019 with options to renew for additional 24 months. The Company is to pay an annual salary of $48,000 in year 1, $72,000 in year 2, and $96,000 in year 3 and to also issue up to 1,000,000 shares of common stock valued at $300,000 that vest over 2 years. For the year ended August 31, 2016, the Company recorded stock based compensation of $25,000 and there remains $275,000 to be expensed; these shares have not been issued as of August 31, 2016 and recorded in payables. In June 2016, the Company entered into an agreement with an employee for 36 months or until June 2019 with options to renew for additional 24 months. The Company is to pay salary of $10,000 per month and to issue up to 3,000,000 shares of common stock valued at $900,000 that vest over 3 years. For the year ended August 31, 2016, the Company recorded stock based compensation of $50,000 and there remains $850,000 to be expensed; these shares have not been issued as of August 31, 2016 and recorded in payables. In June 2016, the Company entered into an agreement with an employee for 36 months or until June 2019 with options to renew for additional 24 months. The Company is to pay annual salary of $30,000 year, $54,000 year 2, and $78,000 year 3 and to issue up to 2,000,000 shares of common stock valued at $600,000 that vest over 2 years. For the year ended August 31, 2016, the Company recorded stock based compensation of $50,000 and there remains $550,000 to be expensed ; these shares have not been issued as of August 31, 2016 and recorded in payables. Options The Company granted 4,000,000 options to purchase 4,000,000 shares of common stock at 50% discount to market or $0.25, whichever is higher. The options have a 2 year term and vest immediately. Option activity for the years ended August 31, 2016 and 2015, was as follows: Shares Weighted average exercise price Weighted average remaining life (yrs) Grant date fair value Outstanding August 31, 2014 - $ - - $ - Options granted - - - - Options exercised - - - - Options forfeited - - - - Outstanding August 31, 2015 - - - - Options granted 4,000,000 .25 2.00 736,374 Options exercised - - - - Options forfeited - - - - Outstanding August 31, 2016 4,000,000 $ .25 1.77 $ 736,374 Vested at August 31, 2016 4,000,000 $ .25 1.77 $ 736,374 Exercisable at August 31, 2016 4,000,000 $ .25 1.77 $ 736,374 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Aug. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4 - RELATED PARTY TRANSACTIONS On December 30, 2013, the Company entered into an agreement with Medolife Corporation (Medolife), an affiliated company, for the performance of certain ongoing services and maintenance related to a scorpion reservation , together with the providing of other services such as product operations, research and development to support the Companys product marketing. During the year ended August 31, 2014 Medolife invoiced the Company for services and maintenance of $165,800. During year ended August 31, 2014, Medolife received proceeds from the sale of the Companys common stock totaling $184,500. The Company was owed $4,800 from Medolife as of August 31, 2015. As of August 31, 2016 the Company has written off the receivable to bad debt. 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. During the year ended August 31, 2015, we received $10,000 from a shareholder advance which is unsecured, non-interest bearing, and due on demand. During the year ended August 31, 2016, we received a $153,011 loan from an officer which accrues 2% interest (4% if in default), unsecured, and due on demand. As August 31, 2016 and 2015 there is related party accounts payable and accrued expense of $466,474 and $125,100, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Aug. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 5 - INCOME TAXES The Company follows ASC 740-10-50 Accounting for Income Taxes. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized. The provision for refundable federal income tax consists of the following for the years ending: August 31, 2016 August 31, 2015 Federal income tax benefit attributed to: Net operating loss $ 1,254,000 $ 657,000 Valuation allowance (1,254,000 ) (657,000 ) Net benefit $ - $ - The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows: August 31, 2016 August 31, 2015 Deferred tax attributed: Net operating loss carryover $ 2,425,000 $ 1,171,000 Less: change in valuation allowance (2,425,000 ) (1,171,000 ) Net deferred tax asset $ - $ - At August 31, 2016, the Company had an unused net operating loss carry-forward approximating $7,000,000 that is available to offset future taxable income; the loss carry-forward will start to expire in 2033. |
Commitments
Commitments | 12 Months Ended |
Aug. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 6 COMMITMENTS On February 1, 2016 the Company entered into a lease space effective June 1, 2016 through May 30, 2018. Lease payments of $750 per month payable in advance on the first day of each month for total lease payments of $18,000. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Aug. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 7 SUBSEQUENT EVENTS In October of 2016 the Company issued 51,286,689 shares of common stock to certain insiders, employees, and other accredited investors for services and other consideration. In October 2016, the Company entered into an agreement with an employee for a monthly salary of $6,300. The agreement is for 12 months or until October 2017 with options to renew for additional 12 months. The Company is to issue 20,000 shares of common stock on the 15 th In October 2016, the Company entered into an agreement for consulting services for $400 per hour. The agreement is for 12 months or until October 2017 with options to renew for additional 12 months. The Company is to issue up to 250,000 shares of common stock upon FDA approval of Vitalzul/CBD combination. In November 2016, the Company entered into an agreement with an employee for a monthly salary of $2,500. The agreement is for 12 months or until November 2017 with options to renew for additional 12 months. The Company is to issue 10,000 shares of common stock after 90 days of continuous employment and 10,000 shares per month for 9 months thereafter. In October, 2016, the Company issued a promissory note for $150,000 bearing interest at 10% per annum and is due November 1, 2017. The promissory note is payable from 25% of all proceeds raised after November 1, 2016. In connection with the promissory note, the Company issued 250,000 shares of common stock. On September 1, 2016 the Company entered into a consulting agreement for investor relations with a term of 6 months and fees of $10,000 cash payment due on signing of contract and on 1 st Subsequent to year end August 31, 2016 the Company received loans from an officer of $77,732 which accrues 2% interest (4% if in default), unsecured, and due on demand. |
Significant Accounting Polici14
Significant Accounting Policies (Policies) | 12 Months Ended |
Aug. 31, 2016 | |
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 Vitalzul 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. On July 20, 2016, Petlife Pharmaceuticals, Inc. entered into an Agreement and Plan of Merger with its wholly-owned subsidiary, PetLife Merger Subsidiary, Inc., a Nevada Corporation, with PetLife Merger Subsidiary, Inc. being the surviving entity. As part of that merger, the name of the Petlife Merger Subsidiary was changed back to PetLife Pharmaceuticals, Inc. The purpose of the subsidiary merger was to effectuate a 1 for 5 reverse exchange of Petlifes common stock pursuant to the terms of the merger. The combined entities continue on public markets pursuant to Rule 12g-3 of the Securities Exchange Act of 1934, as amended. All references herein to the number of shares outstanding and per-share amounts have been retroactively restated to reflect the exchange ratios referenced above. 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. We have accumulated a deficit of approximately $4,700,000. The consolidated financial statements include the accounts of the Company and its majority owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Merger and Corporate Restructure | Merger and Corporate Restructure On July 20, 2016, Petlife Pharmaceuticals, Inc. entered into an Agreement and Plan of Merger with its wholly-owned subsidiary, PetLife Merger Subsidiary, Inc., a Nevada Corporation, with PetLife Merger Subsidiary, Inc. being the surviving entity. As part of that merger, the name of the Petlife Merger Subsidiary was changed back to PetLife Pharmaceuticals, Inc. The purpose of the subsidiary merger was to effectuate a 1 for 5 reverse exchange of Petlifes common stock pursuant to the terms of the merger. The combined entities continue on public markets pursuant to Rule 12g-3 of the Securities Exchange Act of 1934, as amended. 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. |
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. |
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. |
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 $0 and $0 for research and development expenses for the years ended August 31, 2016 and 2015. |
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 No other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material impact on the Consolidated Financial Statements. |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Equity [Abstract] | |
Schedule of Stock Options, Activity | Option activity for the years ended August 31, 2016 and 2015, was as follows: Shares Weighted average exercise price Weighted average remaining life (yrs) Grant date fair value Outstanding August 31, 2014 - $ - - $ - Options granted - - - - Options exercised - - - - Options forfeited - - - - Outstanding August 31, 2015 - - - - Options granted 4,000,000 .25 2.00 736,374 Options exercised - - - - Options forfeited - - - - Outstanding August 31, 2016 4,000,000 $ .25 1.77 $ 736,374 Vested at August 31, 2016 4,000,000 $ .25 1.77 $ 736,374 Exercisable at August 31, 2016 4,000,000 $ .25 1.77 $ 736,374 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Refundable Federal Income Tax | The provision for refundable federal income tax consists of the following for the years ending: August 31, 2016 August 31, 2015 Federal income tax benefit attributed to: Net operating loss $ 1,254,000 $ 657,000 Valuation allowance (1,254,000 ) (657,000 ) Net benefit $ - $ - |
Schedule of Deferred Tax Asset | The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows: August 31, 2016 August 31, 2015 Deferred tax attributed: Net operating loss carryover $ 2,425,000 $ 1,171,000 Less: change in valuation allowance (2,425,000 ) (1,171,000 ) Net deferred tax asset $ - $ - |
Significant Accounting Polici17
Significant Accounting Policies (Details Narrative) - USD ($) | Jul. 20, 2016 | Jun. 26, 2014 | Aug. 31, 2016 | Aug. 31, 2015 |
Accumulated deficit | $ 7,131,330 | $ 3,444,290 | ||
Research and development expenses | $ 0 | $ 0 | ||
PetLife Merger Subsidiary, Inc [Member] | ||||
Reverse merger exchange description | 1 for 5 reverse exchange | |||
Eco Ventures Group, Inc [Member] | ||||
Number of common stock shares exchanges for shares | 15 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Aug. 31, 2016 | Aug. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 7,131,330 | $ 3,444,290 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Jul. 20, 2016 | Jun. 13, 2016 | Jun. 09, 2016 | Nov. 20, 2015 | Jun. 30, 2016 | Aug. 31, 2016 | Aug. 31, 2015 | Jul. 30, 2016 |
Number of shares issued for services | 779,620 | |||||||
Issued shares par value | $ 0.001 | |||||||
Shares issued for services, value | $ 1,549,640 | |||||||
Number of common stock shares outstanding upon the cancellation | 3,538,249 | |||||||
Conversion of debt into shares, value | ||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period | 4,000,000 | |||||||
Stock options purchase of common stock shares | 4,000,000 | |||||||
Discount rate | 50.00% | |||||||
Share price | $ 0.25 | |||||||
Stock payable | $ 2,315,000 | |||||||
Common stock value | $ 8,400 | $ 11,707 | ||||||
Stock options term | P2Y | |||||||
Dr. Ralph Salvagno [Member] | ||||||||
Agreement term, description | The agreement is for 24 months or until June 30, 2018 with options to renew for additional 24 months. | |||||||
Lieu of salary value | $ 240,000 | |||||||
Share-based compensation arrangement by share-based payment award, vested, number of shares | 8,000,000 | |||||||
Share-based compensation arrangement by share-based payment award, options, grants in period | 2,000,000 | 5,000,000 | ||||||
Stock options purchase of common stock shares | 2,000,000 | 2,000,000 | ||||||
Discount rate | 50.00% | 50.00% | ||||||
Share price | $ 0.25 | |||||||
Additional number of shares sold during period | 5,000,000 | |||||||
Stock based compensation | $ 840,000 | |||||||
Risk free interest rate | 0.77% | |||||||
Dividend yield, rate | 0.00% | |||||||
Volatility, rate | 340.00% | |||||||
Expected life | 2 years | |||||||
Options expense | $ 205,000 | |||||||
Investors Officers And Employees [Member] | ||||||||
Conversion of debt into shares | 231,240 | |||||||
Conversion of debt into shares, value | $ 80,933 | |||||||
Consultants [Member] | ||||||||
Agreement term, description | The agreement is for 36 months or until June 2019 with options to renew for additional 24 months. | |||||||
Share-based compensation arrangement by share-based payment award, vested, number of shares | 5,000,000 | |||||||
Share-based compensation arrangement by share-based payment award, options, grants in period | 2,000,000 | |||||||
Stock options purchase of common stock shares | 2,000,000 | |||||||
Discount rate | 50.00% | |||||||
Share price | $ 0.25 | |||||||
Stock based compensation | $ 1,350,000 | |||||||
Risk free interest rate | 0.73% | |||||||
Dividend yield, rate | 0.00% | |||||||
Volatility, rate | 339.00% | |||||||
Expected life | 2 years | |||||||
Options expense | $ 531,000 | |||||||
Fair value of stock options issued | 2,000,000 | |||||||
Science Officer [Member] | ||||||||
Agreement term, description | The agreement is for 36 months or until June 2019 with options to renew for additional 24 months. | |||||||
Share-based compensation arrangement by share-based payment award, vested, number of shares | 1,000,000 | |||||||
Stock based compensation | $ 25,000 | |||||||
Stock payable | 275,000 | |||||||
Common stock value | 900,000 | $ 300,000 | ||||||
Stock options vested period | 2 years | |||||||
Science Officer [Member] | Year 1 [Member] | ||||||||
Lieu of salary value | $ 48,000 | |||||||
Science Officer [Member] | Year 2 [Member] | ||||||||
Lieu of salary value | 72,000 | |||||||
Science Officer [Member] | Year 3 [Member] | ||||||||
Lieu of salary value | $ 96,000 | |||||||
Employee Agreement One [Member] | ||||||||
Agreement term, description | agreement with an employee for 36 months or until June 2019 with options to renew for additional 24 months. | |||||||
Lieu of salary value | $ 10,000 | |||||||
Share-based compensation arrangement by share-based payment award, vested, number of shares | 3,000,000 | |||||||
Stock based compensation | 50,000 | |||||||
Stock payable | 850,000 | |||||||
Stock options vested period | 3 years | |||||||
Employee Agreement Two [Member] | ||||||||
Agreement term, description | The Company entered into an agreement with an employee for 36 months or until June 2019 with options to renew for additional 24 months. | |||||||
Share-based compensation arrangement by share-based payment award, vested, number of shares | 2,000,000 | |||||||
Common stock value | $ 600,000 | |||||||
Stock options vested period | 3 years | |||||||
Employee Agreement Two [Member] | Year 1 [Member] | ||||||||
Lieu of salary value | $ 30,000 | |||||||
Employee Agreement Two [Member] | Year 2 [Member] | ||||||||
Lieu of salary value | 54,000 | |||||||
Employee Agreement Two [Member] | Year 3 [Member] | ||||||||
Lieu of salary value | $ 78,000 | |||||||
Employee [Member] | ||||||||
Stock based compensation | 50,000 | |||||||
Stock payable | $ 550,000 | |||||||
PetLife Merger Subsidiary, Inc [Member] | ||||||||
Reverse merger exchange description | 1 for 5 reverse exchange |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Stock Options, Activity (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Equity [Abstract] | ||
Shares Outstanding Beginning | ||
Shares Options granted | 4,000,000 | |
Shares Options exercised | ||
Shares Options forfeited | ||
Shares Outstanding Ending | 4,000,000 | |
Shares Vested | 4,000,000 | |
Shares Exercisable | 4,000,000 | |
Weighted average exercise price Outstanding Beginning | ||
Weighted average exercise price Options granted | .25 | |
Weighted average exercise price Options exercised | ||
Weighted average exercise price Options forfeited | ||
Weighted average exercise price Outstanding Ending | .25 | |
Weighted average exercise price Vested | .25 | |
Weighted average exercise price Exercisable | $ .25 | |
Weighted average remaining life Outstanding Beginning | 0 years | 0 years |
Weighted average remaining life Options granted | 2 years | 0 years |
Weighted average remaining life Outstanding Ending | 1 year 9 months 7 days | 0 years |
Weighted average remaining life Vested | 1 year 9 months 7 days | 0 years |
Weighted average remaining life Exercisable | 1 year 9 months 7 days | 0 years |
Grant date fair value Outstanding Beginning | ||
Grant date fair value Options granted | 146,757 | |
Grant date fair value Outstanding Ending | 146,757 | |
Grant date fair value Vested | 146,757 | |
Grant date fair value Exercisable | $ 146,757 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2014 | Aug. 31, 2015 | |
Proceeds from sale of common stock | |||
Company was owed | 10,000 | $ 10,000 | |
Related party payable and accruals | $ 153,011 | ||
Loan accrues interest percentage | 2.00% | ||
Loan default interest percentage | 4.00% | ||
Accounts payable and accrued expense - related party | $ 466,474 | 125,100 | |
Medolife Corporation [Member] | |||
Services and maintenance cost | $ 165,800 | ||
Proceeds from sale of common stock | $ 184,500 | ||
Company was owed | $ 4,800 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Aug. 31, 2016USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carry-forward | $ 7,000,000 |
Operating loss carry-forward expire date | 2,033 |
Cumulative tax effect income tax rate | 34.00% |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Refundable Federal Income Tax (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss | $ 1,254,000 | $ 657,000 |
Valuation allowance | (1,254,000) | (657,000) |
Net benefit |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Asset (Details) - USD ($) | Aug. 31, 2016 | Aug. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 2,425,000 | $ 1,171,000 |
Less: change in valuation allowance | (2,425,000) | (1,171,000) |
Net deferred tax asset |
Commitments (Details Narrative)
Commitments (Details Narrative) | Feb. 02, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Lease agreement date | June 1, 2016 through May 30, 2018 |
Operating lease per month | $ 750 |
Operating leases rent expense net | $ 18,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 30, 2016 | Oct. 31, 2016 | Sep. 01, 2016 | Aug. 31, 2016 | Aug. 31, 2015 |
Consulting service value per hour | $ 1,549,640 | ||||
Promisory note bearing interest percentage | 2.00% | ||||
Loan default interest percentage | 4.00% | ||||
Subsequent Event [Member] | |||||
Agreement expiration date description | The agreement is for 12 months or until October 2017 with options to renew for additional 12 months | ||||
Consulting service value per hour | $ 400 | ||||
Subsequent Event [Member] | Promissory Note [Member] | |||||
Promisory note issued | $ 150,000 | ||||
Promisory note bearing interest percentage | 10.00% | ||||
Debt instrument maturity date | Nov. 1, 2017 | ||||
Percentage of proceeds allocated to repay the promisory note | 25.00% | ||||
Conversion of debt into shares | 250,000 | ||||
Subsequent Event [Member] | Vitalzul/CBD [Member] | Maximum [Member] | |||||
Number of common stock shares issued upon FDA approval | 250,000 | ||||
Subsequent Event [Member] | 9 Months of Continuous Employment [Member] | |||||
Number of shares issued during period | 10,000 | ||||
Subsequent Event [Member] | 90 Days of Continuous Employment [Member] | |||||
Number of shares issued during period | 10,000 | ||||
Subsequent Event [Member] | Accredited Investors [Member] | |||||
Number of shares issued during period | 51,286,689 | ||||
Subsequent Event [Member] | Employee [Member] | |||||
Number of shares issued during period | 20,000 | ||||
Monthly salary | $ 2,500 | $ 6,300 | |||
Agreement expiration date description | The agreement is for 12 months or until November 2017 with options to renew for additional 12 months | The agreement is for 12 months or until October 2017 with options to renew for additional 12 months | |||
Subsequent Event [Member] | Investor Relations [Member] | |||||
Number of shares issued during period | 500,000 | ||||
Promisory note bearing interest percentage | 2.00% | ||||
Consulting agreement term | 6 months | ||||
Consulting fees | $ 10,000 | ||||
Ancillary budget | $ 25,000 | ||||
Loans from an officer | $ 77,732 | ||||
Loan default interest percentage | 4.00% |