UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Second Amended
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended July 31, 2009
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 000-51753
LIGHTLAKE THERAPEUTICS INC.
(Exact name of Registrant as specified in its charter)
| Nevada | N/A | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
54 Baker Street, London, England London, England | W1U 7BU | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number: 44-207-034-1943 |
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained herein, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer o | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
As of July 31, 2009, the registrant had 6,525,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market had been established as of October 8, 2008.
ITEM 1 – Description of Business
PRINCIPAL PRODUCTS OR SERVICES AND MARKETS
GENERAL INFORMATION
We are a development stage company with no revenue and limited assets. Our independent auditor has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern as the Company has limited its’ activities to raising capital.
During the year ended July 31, 2009, the company carried out very limited operations and on June 26, 2009 Belmont Partners (Belmont) acquired a controlling interest of approximately 76.6% of the Company’s outstanding shares. (ref: Form 8-K filing date June 26, 2009) On July 31, 2009, the Pelikin Group acquired the 5,000,000 shares from Belmont (see exhibit 4) and will be continuing operations as a pharmaceutical company focusing on developing new and innovative solutions to obesity and eating disorders.
Our plan of operation for the next twelve months is to pursue the Phase 2 clinical trials in Helsinki, Finland on the user patents that were acquired by the company from Dr. David Sinclair, in exchange for 20,333,333 restricted common shares on August 24, 2009. (see Exhibit 5, Sinclair Agreement) The safe and effective treatment is a proprietary patented pharmaceutical medicine-based behaviour program pioneered by Dr. David Sinclair.
We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock or loans from our director. However, we may not be able to raise sufficient funding from the sale of our common stock to fund our operations.
There has been no bankruptcy, receivership or similar proceeding.
There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business.
We are required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the clinical testing and manufacturing of pharmaceutical product.
We have one patent application with the US Patent Office (US Patent application, Jan. 10, 2005, Appln. S.N. 11/031,534) (see exhibit 6) We are in the planning stages of branding and naming our future product. We plan to trademark the product name and the overall weight loss program. We have no current plans for any registrations such as franchises, concessions, royalty agreements or labor contracts. We will assess the need for any of these applications on an ongoing basis.
We are required to apply for or have any government approval for our products or services.
We have not expended funds for research and development costs since inception.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
Our only employee is our officer, Seijin Ki who currently devote as much time as the board of directors determines is necessary to manage the affairs of the company. There are no formal employment agreements between the company and our current employees.
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REPORTS TO SECURITIES HOLDERS
We will provide an annual report that includes audited financial information to our shareholders. We will make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-K for a small business issuer under the Securities Exchange Act of 1934, including filing Form 10K annually and Form 10Q quarterly. In addition, we will file Form 8K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street NE, Washington, DC (space here )20549. T he public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
WE ARE A DEVELOPMENTAL STAGE COMPANY AND EXPECT TO INCUR SIGNIFICANT OPERATING LOSSES FOR THE FORESEEABLE FUTURE.
We were incorporated on June 21, 2005 and to date have been involved primarily in organizational activities, the acquisition of a mineral claim which we carried out exploration on and have since abandoned. We are currently changing our business model and have now entered into a new industry. The previous Board of Directors has resigned and new management has been placed. The Company will now operate as a pharmaceutical company focusing on developing new and innovative solutions to obesity and eating disorders. We have not generated any revenues as of the date of this report. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the clinical trials that will be conducted and on the development of new solutions to obesity and eating disorders. These potential problems include, but are not limited to, unanticipated problems relating to the clinical trials, and additional costs and expenses that may exceed current budget estimates for the completion of the trials. Prior to completion of our Phase 2 and Phase 3 clinical trials, we anticipate that we will incur increased operating expenses without realizing any revenues. We expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate funding, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.
OUR INDEPENDENT AUDITOR HAS ISSUED AN AUDIT OPINION FOR MADRONA VENTURES INC. WHICH INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. OUR FINANCIAL STATUS CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING CONCERN.
As described in Note 3 of our accompanying financial statements, our lack of operations and any guaranteed sources of future capital create substantial doubt as to our ability to continue as a going concern.
BECAUSE MANAGEMENT HAS NO EXPERIENCE IN THE PHARMACEUTICAL INDUSTRY, OUR BUSINESS HAS A HIGHER RISK OF FAILURE
Our management has no professional training or technical credentials in the field of medicine or in research or science. As a result, they may not be able to recognize and take advantage of potential new developments in the solutions to obesity and eating disorders without the aid of qualified pharmacological or medical consultants. Their decisions and choices may not take into account practices and procedures pharmaceutical companies commonly use. Consequently our operations, earnings and ultimate financial success may suffer irreparable harm as a result.
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BECAUSE OUR CURRENT OFFICER AND DIRECTOR HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Mr. Ki our sole officer and director, currently devotes approximately 6-8 hours per week providing management services to us. While he presently possesses the adequate time to attend to our interests, it is possible that the demands on him from his other obligations could increase, with the result that he would no longer be able to devote sufficient time to the management of our business. This could negatively impact our business development.
Dr. David Sinclair will be advising the company through the clinical testing phases and will become one of our chief scientific advisors. David Sinclair, PhD, began alcoholism research as a University of Cincinnati undergraduate, discovering that the usual treatment, forced abstinence, actually increases craving. After getting his doctorate in 1972 at the University of Oregon, he joined what is now the unit on prevention and treatment of addictions of Finland’s National Institute for Health and Welfare, looking for a better alcoholism treatment. The solution, pharmacological extinction, became apparent after writing the 1981 book, The Rest Principle: A Neurophysiological Theory of Behavior. He subsequently worked on the preclinical studies and cl inical trials proving the concept and on practical implementations. His work is featured in Dr. Roy Eskapa's 2008 book, The Cure for Alcoholism He currently is doing research on extensions to other addictions and on a new treatment for panic disorders.
THE TRADING IN OUR SHARES IS REGULATED BY SECURITIES AND EXCHANGE COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."
Our shares are defined as a Penny Stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the Broker-Dealer. For transactions covered by the penny stock rules, a Broker-Dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the Broker-Dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the Broker-Dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for our shareholders to resell any shares, if at all.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE. WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
Our shares are quoted on the OTC Electronic Bulletin Board under the symbol "LLTP". To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require cash to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to remain in compliance it may be difficult for our shareholders to resell any shares, if at all.
ITEM 2 - DESCRIPTION OF PROPERTY
We do not currently own any property. We are currently utilizing space at the residence of our president at 225-230 Queens Quay West, Toronto, ON, M5J 2Y7. We believe the current premises are sufficient for our needs at this time.
We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.
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ITEM 3 - LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings nor do we have any knowledge of any threatened litigation.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to a vote of security holders during the year ended July 31, 2009.
PART II
Since April, 2007 our common stock has been listed for quotation on the Over-the-Counter Bulletin Board under the symbol MDRW and then MDRV. On October 7, 2009 the Company started trading as Lightlake Therapeutics Inc and under the symbol LLTP. There has been no active trading market and thus no high and low sales prices to report.
SHARES AVAILABLE UNDER RULE 144
A total of 5,000,000 shares of our common stock are available for resale to the public after February, 2007, in accordance with the volume and trading limitations of Rule 144 of the Act. In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least six months is entitled to sell within any three month period a number of shares that does not exceed the greater of:
1. 1% of the number of shares of the company's common stock then outstanding; or
2. The average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.
Under Rule 144(k), a person who is not one of the company's affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.
As of the date of this report, persons who are our affiliates hold all of the 5,000,000 shares that may be sold pursuant to Rule 144.
HOLDERS
As of July 31, 2009, we have 6,525,000 Shares of $0.001 par value common stock issued and outstanding held by 70 shareholders of record. We have no other classes of shares authorized for issuance.
As of the date of this filing, we have 157,358,333 Shares of $0.001 par value common stock issued and outstanding held by 70 shareholders of record. We have no other classes of shares authorized for issuance.
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DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
1. We would not be able to pay our debts as they become due in the usual course of business; or
2. Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
We have generated no revenue since inception on June 21, 2005 and have incurred $98,273 in operating expenses which was offset by a forgiveness of debt in the amount of $43,163 resulting in an overall accumulated losses of $55,210 through July 31, 2009.
The following table provides selected financial data about our company for the years ended July 31, 2009 and 2008.
| Balance Sheet Data: | 07/31/09 | 7/31/08 | ||||||
| Cash | $ | 290 | $ | 206 | ||||
| Total assets | $ | 290 | $ | 206 | ||||
| Total liabilities | $ | - 0 - | $ | 28,360 | ||||
| Shareholders' equity | $ | 290 | $ | (28,154 | ) | |||
There was no cash provided by financing activities for the year ended July 31,(space here)2009.
GOING CONCERN
Lightlake Therapeutics Inc. is a development stage enterprise and currently has no operations. Our independent auditor has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern .
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at July 31, 2009 was $290 together with no outstanding liabilities. If we experience a shortage of funds prior to generating revenues from operations we may utilize funds from our director, who has informally agreed to advance funds to allow us to pay for operating costs, however he has no formal commitment, arrangement or legal obligation to advance or loan funds to us. Management believes our current cash balance will not be sufficient to fund our operations for the next twelve months.
PLAN OF OPERATION
Our plan of operation for the next twelve months is to pursue the Phase 2 clinical trials in Helsinki, Finland on the user patents that were acquired August 24, 2009. The safe and effective treatment is a proprietary patented pharmaceutical medicine-based behaviour program pioneered by Dr David Sinclair. We anticipate spending approximately $10,000 on professional fees, including fees payable in connection complying with reporting obligations, and general administrative costs during the next twelve months. If we experience a shortage of funds we may utilize funds from our director, however they have no formal commitment, arrangement or legal obligation to advance or loan funds to the company. The Company’s European Patent (Application Number 06396001) EP 1681057B1 and our US patent application 11/031,53 4. (See exhibits 6 & 7)
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We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock or loans from our director. However, we may not be able to raise sufficient funding from the sale of our common stock to fund any future exploration programs. We do not have any arrangements in place for any future equity financing. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock or loans from our director. However, we may not be able to raise sufficient funding from the sale of our common stock to fund our operations.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Madrona Ventures, Inc.
We have audited the accompanying balance sheet of Madrona Ventures, Inc. (a development stage company and a Nevada corporation) as of July 31, 2009, and the related statements of operations, cash flows and stockholders’ equity for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Madrona Ventures, Inc. as of July 31, 2008, were audited by other auditors whose report dated September 5, 2008, on those statements included an explanatory paragraph describing conditions that raised substantial doubt about the Company’s ability to continue as a going concern.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Madrona Ventures, Inc. as of July 31, 2009, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company is in the development stage, has no operations, significant assets or cash flows since inception that raise substantial doubt about its ability to continue as a going concern. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ PS STEPHENSON & CO., P.C.
Wharton, Texas
October 3, 2009
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[LETTERHEAD OF DALE MATHESON CARR-HILTON LABONTE LLP]
To the Stockholders and Board of Directors of Madrona Ventures, Inc.
We have audited the accompanying balance sheets of Madrona Ventures, Inc. (an exploration stage company) as of July 31, 2008 and 2007 and the related statements of operations, cash flows and stockholders' deficit for the years then ended and the period from June 21, 2005 (Inception) to July 31, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, these financial statements present fairly, in all material respects, the financial position of Madrona Ventures, Inc. as of July 31, 2008 and 2007 and the results of its operations and its cash flows for the years then ended and the period from June 21, 2005 (Inception) to July 31, 2008 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is in the development stage, has not generated revenues since inception, has incurred losses in developing its business, and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| /s/ "DMCL" | |
| Dale Matheson Carr-Hilton Labonte LLP | |
| CHARTERED ACCOUNTANTS | |
| Vancouver, Canada | |
| September 5, 2008 |
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| Madrona Ventures, Inc. |
| Financial Statements |
| For the Year Ended |
| July 31, 2009 |
| PS Stephenson & Co., P.C. |
| Certified Public Accountants |
| Wharton, Texas |
| Madrona Ventures, Inc. | |||||
| Index to Financial Statements | |||||
| July 31, 2009 | |||||
| Page | |||||
| Number | |||||
| Report of Independent Registered Public Accounting Firm | |||||
| Financial Statements: | |||||
| Balance Sheet as of July 31, 2009 | 2 | ||||
| Statements of Operations for the years ended July 31, 2009 and 2008 | |||||
| and for the period from Re-entering Development Stage to July 31, 2009 | 3 | ||||
| Statement of Changes in Shareholders' Deficit | |||||
| for the years ended July 31, 2009 and 2008 and the period from | |||||
| Re-entering Development Stage to July 31, 2009 | 4 | ||||
| Statement of Cash Flows for the years ended July 31, 2009 and 2008 | |||||
| and for the period from Re-entering Development Stage to July 31, 2009 | 5 | ||||
| Notes to Financial Statements | 6 | ||||
| Madrona Ventures, Inc. (a development stage company) | ||||
| Balance Sheet | ||||
| July 31, 2009 | ||||
| July 31, | ||||
| Assets | 2009 | |||
| Current assets | ||||
| Cash and cash equivalents | $ | 290 | ||
| Other current assets | - | |||
| Total current assets | 290 | |||
| Other assets | - | |||
| Total assets | $ | 290 | ||
| Liabilities and Stockholders' Equity (Deficit) | ||||
| Liabilities | ||||
| Accounts payable and accrued liabilities | $ | - | ||
| Due to related party | - | |||
| Total liabilities | - | |||
| Stockholders' equity (deficit) | ||||
| Common stock; par value $0.001; 75,000,000 shares authorized; | ||||
| 6,525,000 shares issued and outstanding | 6,525 | |||
| Additional paid-in capital | 48,975 | |||
| Accumulated deficit during the development stage | (55,210 | ) | ||
| Total stockholders' equity (deficit) | 290 | |||
| Total liabilities and stockholders' equity (deficit) | $ | 290 | ||
The accompanying notes are an integral part of these financial statements.
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| Madrona Ventures, Inc. (a development stage company) | |||||||||
| Statements of Operations | |||||||||
| For the Years Ended July 31, 2009 and 2008 and the Period From | |||||||||
| Inception (June 21, 2005) to July 31, 2009 | |||||||||
| From Inception | ||||||||||||
| (June 21, 2005) | ||||||||||||
| Year Ended July 31, | to July 31, | |||||||||||
| 2009 | 2008 | 2009 | ||||||||||
| Revenues | $ | - | $ | - | $ | - | ||||||
| Operating expenses | ||||||||||||
| General and administrative | 14,719 | 17,924 | 59,358 | |||||||||
| Mineral interests | - | - | 39,015 | |||||||||
| Total operating expenses | 14,719 | 17,924 | 98,373 | |||||||||
| Income (loss) from operations | (14,719 | ) | (17,924 | ) | (98,373 | ) | ||||||
| Other income (expense) | ||||||||||||
| Debt forgiveness | 43,163 | - | 43,163 | |||||||||
| Total other income (expense) | 43,163 | - | 43,163 | |||||||||
| Income (loss) before provision for income taxes | 28,444 | (17,924 | ) | (55,210 | ) | |||||||
| Provision for income taxes | - | - | - | |||||||||
| Net income (loss) | $ | 28,444 | $ | (17,924 | ) | $ | (55,210 | ) | ||||
| Basic and fully diluted loss per common share: | ||||||||||||
| Earnings (loss) per common share | $ | 0.00 | $ | (0.00 | ) | |||||||
| Basic and fully diluted weighted average | ||||||||||||
| common shares outstanding | 6,525,000 | 6,525,000 | ||||||||||
The accompanying notes are an integral part of these financial statements.
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| Madrona Ventures, Inc. (a development stage company) | ||||||||||
| Statement of Changes in Stockholders' Equity (Deficit) | ||||||||||
| For the Years Ended July 31, 2009 and 2008 and the Period From | ||||||||||
| Inception (June 21, 2005) to July 31, 2009 | ||||||||||
| (Deficit) | ||||||||||||||||||||
| Additional | During the | |||||||||||||||||||
| Common Stock | Paid In | Development | ||||||||||||||||||
| Shares | Amount | Capital | Stage | Total | ||||||||||||||||
| Balance at June 21, 2005 | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
| Balance at July 31, 2005 | - | - | - | - | - | |||||||||||||||
| Common shares issued for cash | ||||||||||||||||||||
| March, 2006 at $0.001 per share | 5,000,000 | 5,000 | - | 5,000 | ||||||||||||||||
| March, 2006 at $0.01 per share | 1,300,000 | 1,300 | 11,700 | 13,000 | ||||||||||||||||
| April, 2006 at $0.01 per share | 75,000 | 75 | 7,425 | 7,500 | ||||||||||||||||
| May, 2006 at $0.01 per share | 150,000 | 150 | 29,850 | 30,000 | ||||||||||||||||
| Net income (loss) | (32,125 | ) | (32,125 | ) | ||||||||||||||||
| Balance at July 31, 2006 | 6,525,000 | 6,525 | 48,975 | (32,125 | ) | 23,375 | ||||||||||||||
| Net income (loss) | (33,605 | ) | (33,605 | ) | ||||||||||||||||
| Balance at July 31, 2007 | 6,525,000 | 6,525 | 48,975 | (65,730 | ) | (10,230 | ) | |||||||||||||
| Net income (loss) | (17,924 | ) | (17,924 | ) | ||||||||||||||||
| Balance at July 31, 2008 | 6,525,000 | 6,525 | 48,975 | (83,654 | ) | (28,154 | ) | |||||||||||||
| Net income (loss) | - | - | - | 28,444 | 28,444 | |||||||||||||||
| Balance at July 31, 2009 | 6,525,000 | $ | 6,525 | $ | 48,975 | $ | (55,210 | ) | $ | 290 | ||||||||||
The accompanying notes are an integral part of these financial statements.
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| Madrona Ventures, Inc. (a development stage company) | |||||||||
| Statements of Cash Flows | |||||||||
| For the Years Ended July 31, 2009 and 2008 and the Period From | |||||||||
| Inception (June 21, 2005) to July 31, 2009 | |||||||||
| From Inception | ||||||||||||
| (June 21, 2005) | ||||||||||||
| Year Ended July 31, | to July 31, | |||||||||||
| 2009 | 2008 | 2009 | ||||||||||
| Cash Flows Provided (Used) By Operating Activities | ||||||||||||
| Net income (loss) | $ | 28,444 | $ | (17,924 | ) | $ | (55,210 | ) | ||||
| Adjustments to reconcile net income (loss) to net cash | ||||||||||||
| provided from (used by) operating activities: | ||||||||||||
| Increase (decrease) in accounts payable | (13,645 | ) | 6,145 | - | ||||||||
| Increase (decrease) in due to related party | (14,715 | ) | 11,715 | - | ||||||||
| Net cash provided from (used by) operating activities | 84 | (64 | ) | (55,210 | ) | |||||||
| Cash Flows Provided (Used) By Investing Activities | - | - | - | |||||||||
| Cash Flows Provided (Used) By Financing Activities | ||||||||||||
| Issuance of common stock for cash | - | - | 55,500 | |||||||||
| Net cash provided from (used by) financing activities | - | - | 55,500 | |||||||||
| Net increase (decrease) in cash and cash equivalents | 84 | (64 | ) | 290 | ||||||||
| Cash and cash equivalents, beginning of year | 206 | 270 | - | |||||||||
| Cash and cash equivalents, end of year | $ | 290 | $ | 206 | $ | 290 | ||||||
| Supplemental disclosure | ||||||||||||
| Interest paid during the period | $ | - | $ | - | $ | - | ||||||
The accompanying notes are an integral part of these financial statements.
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Madrona Ventures, Inc. (a Development Stage Company)
Notes to Financial Statements
July 31, 2009
1. Organization, Description of Business, and Basis of Accounting
Business Organization
Madrona Ventures, Inc. (the Company) was originally incorporated in the State of Nevada on June 21, 2005. The Company’s fiscal year end is July 31. The company is currently in the development stage and to date its’ activities have been limited to capital formation. The Company has limited assets and no revenue and in accordance with SFAS No.7, is considered a Development Stage Company.
Accounting Basis
These financial statements have been prepared on the accrual basis of accounting following generally accepted accounting principles of the United States of America consistently applied.
2. Summary of Significant Accounting Policies
Cash and Cash Equivalents
For Statement of Cash Flows purposes, the Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.
Property and Equipment
Property and equipment are stated at cost. Depreciation has been calculated over the estimated useful lives of the assets ranging from 3 to 5 years. The cost of maintenance and repairs is expensed as incurred. At July 31, 2009, the Company had no property and equipment.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. At July 31, 2009, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization.
As of July 31, 2009, the deferred tax asset related to the Company's net operating loss carryforward is fully reserved. Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carryforwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company.
Dividends
The Company is a Development Stage Company and has not yet adopted a policy regarding the payment of dividends.
Fair Value of Financial Instruments
The carrying value of cash, accounts payable and amounts due to related party approximates its fair value because of the short maturity of these instruments. Unless otherwise noted, it is managements opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
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Madrona Ventures, Inc. (a Development Stage Company)
Notes to Financial Statements
July 31, 2009
Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance with SFAS No. 52, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non monetary assets are translated at the exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.
Earnings (Loss) per Share
Basic earnings (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.
Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants).
Common stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company's net income (loss) position at the calculation date.
As of July 31, 2009, the Company's has no issued and outstanding warrants or options.
Stock Based Compensation
The Company recognizes stock-based compensation in accordance with the fair value recognition provisions of SFAS No. 123(R), “Share-Based Payment.” SFAS No. 123(R) generally requires share-based payments to employees, including grants of employee stock options and other equity awards, to be recognized in the statement of operations based on their fair values. Thus, the Company records compensation expense for all share-based awards granted, based on the grant date fair value estimated in accordance with the provisions of SFAS 123(R). The Company adopted SFAS 123(R) using the modified prospective method, which requires that compensation expense for the portion of awards for which the requisite service has not yet been rendered and that are outstanding as of the adoption date be recorded over the remaining servic e period. Prior to the adoption of SFAS No. 123(R), the Company had no share-based compensation arrangements. Accordingly, no prior periods have been restated, the impact of SFAS 123(R) is not presented, and no pro forma amounts are presented had the Company recognized stock-based compensation in accordance with SFAS No. 123(R).
Stock-based compensation expense recognized during the period is based on the value of the stock-based payment awards that is ultimately expected to vest. SFAS 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
The Company has not adopted a stock option plan and has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date.
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Madrona Ventures, Inc. (a Development Stage Company)
Notes to Financial Statements
July 31, 2009
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncements
In May 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 165, Subsequent Events (“SFAS 165”), which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 also requires entities to disclose the date through which subsequent events were evaluated as well as the rational as to why the date was selected. SFAS 165 is effective for interim and annual periods ended after June 15, 2009. The Company has adopted the provisions of SFAS 165. The Company has evaluated subsequent events through September 2, 2009.
In July 2009, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 168, FASB Accounting Standards Codification ™ and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162 (“SFAS 168”). With the issuance of SFAS 168, the FASB Standards Codification (“Codification”) becomes the single source of authoritative U.S. accounting and reporting standards applicable for all non-governmental entities, with the exception of guidance issued by the Securities and Exchange Commission. The Codification does not change current U.S. GAAP, but changes the referencing of financial standards and is intended to simplify user access to authoritative U.S. GAAP, by providing all the authoritative literature related to a particular topi c in one place. The Codification is effective for interim and annual periods ended after September 15, 2009. At that time, all references made to U.S. GAAP will use the new Codification numbering system prescribed by the FASB.
3. Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has incurred significant losses and is a new enterprise. This raises substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from this uncertainty
4. Capital Stock
The Company has 75,000,000 common shares authorized at a par value of $0.001. At July 31, 2009, there were 6,525,000 shares issued and outstanding. The Company has no other classes of shares authorized for issuance.
At July 31, 2009, there were no outstanding stock options or warrants.
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Madrona Ventures, Inc. (a Development Stage Company)
Notes to Financial Statements
July 31, 2009
5. Common Stock Purchase Agreement
On June 26, 2009, the Company completed a common stock purchase agreement (the Belmont Agreement) whereby Belmont Partners, LLC acquired 5,000,000 common shares of the Company’s common stock. Following the transaction, Belmont Partners, LLC controlled approximately 76.6% of the Company’s outstanding capital stock. Concurrent with the agreement, Mr. Joseph Meuse, managing member of Belmont Partners, LLC, was named to the Board of Directors as well as President and Secretary of the Company, and the Company’s former officers resigned from all positions held in the Company.
In connection with the Belmont Agreement, the Company’s former officers forgave amounts advanced to the Company aggregating $28,816 as well as either paid or assumed the remaining other liabilities of the Company aggregating $14,347. Accordingly, the Company recorded a gain on debt extinguishment of $43,163.
On July 31, 2009, the Company completed a common stock purchase agreement (the Pelikin Agreement) whereby Pelikin Group acquired 5,000,000 common shares of the Company’s common stock from Belmont Partners. Following the transaction, Pelikin Group controls approximately 76.6% of the Company’s outstanding capital stock. Concurrent with the agreement, Mr. Sei Ki was named to the Board of Directors as well as President and Secretary of the Company, and Mr. Joseph Muese resigned from all positions held in the Company.
6. Income Taxes
The Company has net operating loss carryforwards that were derived solely from operating losses from prior years. These amounts can be carried forward to offset future taxable income for a period of 20 years for each tax year’s loss. No provision was made for federal income taxes as the Company has significant net operating losses.
The operating losses derive a deferred tax asset of approximately $18,800 and $29,400 at July 31, 2009 and 2008, respectively. At July 31, 2009 and 2008, the Company has established a valuation allowance equal to the deferred tax assets as there is no assurance that the Company will generate future taxable income to utilize these assets.
Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carryforwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company.
7. Key Operating Officer
At July 31, 2009, the Company had one officer. This puts the Company at a high degree of risk if he were no longer able to function in that capacity.
8. Related Party Transactions
Prior to fiscal 2009, and though the date of the Belmont Agreement (Note 5), a former officer of the Company advanced funds to the Company for working capital needs. The amounts were non-interest bearing, unsecured, with no stated terms or repayment. Concurrent with the Belmont Agreement, the former officer forgave the advances aggregating $28,816.
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Madrona Ventures, Inc. (a Development Stage Company)
Notes to Financial Statements
July 31, 2009
9. Subsequent Event
On August 24, 2009, the Company completed the purchase of all rights, title and interest in a European Patent concerning eating disorders and the Applicant for U.S. Patent Application 11/031,534 in exchange for 20,333,333 shares of Restricted Common Stock of the Company.
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None.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, part icularly during the period when this report was being prepared.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.
Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.
A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the Evaluation Date.
Management assessed the effectiveness of the Company's internal control over financial reporting as of Evaluation Date and identified the following material weaknesses:
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INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting. We have an inadequate number of personnel to properly implement control procedures.
LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee and we have no outside directors on the Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.
Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.
Management, including our Chief Executive Officer and Chief Financial Officer, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date.
CEO AND CFO CERTIFICATIONS
Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.
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PART III
The officers and directors of Lightlake Therapeutics Inc., whose one year terms will expire on 07/01/10, or at such a time as their successor(s) shall be elected and qualified are as follows:
| Name & Address | Age | Position | Date First Elected | Term Expires | |
| Seijin Ki | 39 | President, | 7/31/09 | 7/01/10 | |
| 225-230 Queens Quay W., | Secretary | ||||
| Toronto, ON, M5J 2Y7 | Treasurer | ||||
| CEO, CFO | |||||
| Director |
Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified.
Mr. Seijin Ki is at this time the sole director and officer of the Company. Mr. Ki currently devotes as much time necessary to manage the affairs of the company.
Our sole officer and director has not been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting them from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.
He has neither been convicted in any criminal proceeding (excluding traffic violations) and is not the subject of a criminal proceeding which is currently pending.
RESUMES
SEIJIN KI has been the director and officer of this company since July 31, 2009. Mr. Ki has been an entrepreneur for most of his professional career. He has founded many companies ranging from a motion picture production company to a corporate consulting company. Recently, Mr. Ki has devoted the bulk of his time as a director and officer of Pelikin Group, Inc.. Pelikin Group provides advice and strategy building for companies and individuals. Mr. Ki attended the University of Western Ontario and attained his Bachelor of Arts.
CODE OF ETHICS
We do not currently have a code of ethics, because we have only limited business operations, only one officer and two directors, we believe a code of ethics would have limited utility. We intend to adopt such a code of ethics as our business operations expand and we have more directors, officers and employees.
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ITEM 11. EXECUTIVE COMPENSATION
Our current officers receive no compensation. The current Board of Directors is comprised solely of Seijin Ki.
Summary Compensation Table
Other Name & Principal Position | Year | Salary($) | Bonus($) | Annual Compensation($) | Restricted Stock Award(s)($) | Options SARs(#) | LTIP Payouts($) | All Other Compensation($) |
Seijin Ki President | 2009 | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
There are no current employment agreements between the company and its executive officers.
Seijin Ki currently devotes approximately 5-7 hours per week to manage the affairs of the company. He has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of Lightlake Therapeutics Inc. voting securities by officers, directors and major shareholders as well as those who own beneficially more than five percent of our common stock as of the date of this report:
| Name of | No. of | Percentage | ||||||
| Beneficial Owner | Shares | of Ownership: | ||||||
| Seijin Ki | 105,000,000 | * | -0- | |||||
* Mr. Ki beneficially owns shares standing in the name of Pelikin Group Inc., Mr. Ki is an officer and director of Pelikin Group.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On July 31, 2009, the Company completed a common stock purchase agreement (the Pelikin Agreement) whereby Pelikin Group acquired 5,000,000 common shares of the Company’s common stock from Belmont Partners. Mr. Seijin Ki is a director and officer of Pelikin Group, Inc. All of such shares are "restricted" securities, as that term is defined by the Securities Act of 1933, as amended, and are held by the officers and directors of the Company. (See "Principal Stockholders".)
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The total fees charged to the company for audit services were $9,500, for audit-related services were $8,000, for tax services were $nil and for other services were $1,500 during the year ended July 31, 2009.
The total fees charged to the company for audit services were $14,000, for audit-related services were $Nil, for tax services were $Nil and for other services were $Nil during the year ended July 31, 2008.
PART IV
The following exhibits are included with this filing:
Exhibit Number | Description | |
| ** | 3(i) | Articles of Incorporation |
| * | 3(ii) | Bylaws |
| ** | 10.4 | Pelikin Agreement |
| ** | 10.5 | Sinclair Agreement |
| ** | 10.6 | US Patent Application |
| ** | 10.7 | European Patent |
| 31.1 | CEO CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 | |
| 31.2 | CFO CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 | |
| 32.1 | CEO CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 | |
| 32.2 | CFO CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 |
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* Incorporated by reference to our SB-2 Registration Statement filed on 1/11/07
** Previously Filed
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
/s/ Seijin Ki May 11, 2010
Seijin Ki, Chief Financial Officer Date
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on May 11, 2010.
| By: | /s/ Dr. Roger Crystal | Director & Chief Executive Officer | |
| Dr. Roger Crystal | |||
| By: | /s/ Seijin Ki | Chief Financial Officer | |
| Seijin Ki | |||
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