U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended February 28, 2017
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 000-55022
Blake Insomnia Therapeutics, Inc. |
(Name of small business issuer in its charter) |
Nevada | | 3949 | | 46-0780380 |
(State or other Employer jurisdiction of Identification incorporation or organization) | | (Primary Standard Industrial Classification Code Number) | | (I.R.S. Number) |
Birger Jan Olsen
244, 5th Avenue, Suite A-154
New York, N.Y. 10001
USA
Phone +1 (646) 453-4912
(Address and telephone number of registrant's principal executive offices and principal place of business)
Birger Jan Olsen
244, 5th Avenue, Suite A-154
New York, N.Y. 10001
USA
Phone +1 (646) 453-4912
(Name, address, and telephone number of agent for service)
Please send a copy of all correspondence to:
Jillian Ivey Sidoti, Esq
Trowbridge Sidoti
PHONE 323-799-1342
jillian@crowdfundinglawyers.net
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 x No 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,”“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 | x |
(Do not check if a smaller reporting company) | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
At April 14, 2017, there were 31,597,572 shares outstanding of the registrant’s common stock.
BLAKE INSOMNIA THERAPEUTICS, INC.
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED FEBRUARY 28, 2017
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Blake Insomnia Therapeutics, Inc.
formerly Book It Local Inc.
Balance Sheets
| | As of
February 28, | | | As of
August 31, | |
| | 2017 | | | 2016 | |
| | (Unaudited) | | | (Audtited) | |
ASSETS |
Current Assets | | | | | | |
Cash | | $ | 9,781 | | | $ | 4,783 | |
Total Current Assets | | | 9,781 | | | | 4,783 | |
| | | | | | | | |
TOTAL ASSETS | | $ | 9,781 | | | $ | 4,783 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
Current Liabilities | | | | | | | | |
Notes payable | | $ | 109,500 | | | $ | 67,500 | |
Accounts payable | | | 15,796 | | | | 10,797 | |
Due to related party | | | 536 | | | | 536 | |
Accrued interest | | | 12,345 | | | | 7,091 | |
| | | | | | | | |
Total Current Liabilities | | | 184,177 | | | | 85,924 | |
| | | | | | | | |
Total Liabilities | | | 184,177 | | | | 85,924 | |
| | | | | | | | |
Stockholders' Equity (Deficit) referred stock ($0.0001 par value; 10,000,000 authorized; no shares issued and outstanding) | | | - | | | | - | |
Common stock ($0.0001 par value, 100,000,000 shares authorized; 31,597,572 shares issued and outstanding) | | | 3,160 | | | | 3,160 | |
Additional paid-in capital | | | 217,775 | | | | 217,775 | |
Deficit accumulated during the development stage | | | (349,331 | ) | | | (302,076 | ) |
| | | | | | | | |
Total Stockholders' Equity (Deficit) | | | (128,396 | ) | | | (81,141 | ) |
| | | | | | | | |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | | $ | 9,781 | | | $ | 4,783 | |
The accompanying notes are an integral part of these financial statements.
Blake Insomnia Therapeutics, Inc.
formerly Book It Local Inc.
Statements of Operations
(Unaudited)
| | For three months ended February 28,
2017 | | | For three months ended February 29,
2016 | | | For six months ended February 28,
2017 | | | For six months ended February 29,
2016 | |
| | | | | | | | | | | | |
Revenues | | | | | | | | | | | | |
Revenues | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Total Revenues | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Operating Costs | | | | | | | | | | | | | | | | |
Administrative Expenses | | | 20,861 | | | | 11,628 | | | | 42,001 | | | | 20,020 | |
Patent Costs | | | - | | | | - | | | | - | | | | - | |
Stock Issued for Services | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Total Operating Costs | | | 20,861 | | | | 11,628 | | | | 42,001 | | | | 20,020 | |
| | | | | | | | | | | | | | | | |
Other (Expense) | | | | | | | | | | | | | | | | |
Interest Expense | | | (2,738 | ) | | | (1,097 | ) | | | (5,254 | ) | | | (1,926 | ) |
| | | | | | | | | | | | | | | | |
Total Other (Expense) | | | (2,738 | ) | | | (1,097 | ) | | | (5,254 | ) | | | (1,926 | ) |
| | | | | | | | | | | | | | | | |
Net Loss | | | (23,599 | ) | | | (11,628 | ) | | | (47,255 | ) | | | (21,946 | ) |
| | | | | | | | | | | | | | | | |
Basic loss per share | | | * | | | | * | | | | * | | | | * | |
| | | | | | | | | | | | | | | | |
Weighted average number of common shares outstanding | | | 31,597,572 | | | | 31,597,572 | | | | 31,597,572 | | | | 31,597,572 | |
* = Less than $ 0.01
The accompanying notes are an integral part of these financial statements.
Blake Insomnia Therapeutics, Inc.
formerly Book It Local Inc.
Statements of Cash Flows
(Unaudited)
| | For the
six months ended February 28,
2017 | | | For the
six months ended February 29,
2016 | |
| | | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
Net (loss) | | $ | (47,255 | ) | | $ | (21,946 | ) |
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities: | | | | | | | | |
Changes in operating assets and liabilities: | | | | | | | | |
Increase (decrease) in accounts payable | | | 999 | | | | 999 | |
Increase (decrease) in accrued interest | | | 5,254 | | | | 1,926 | |
| | | | | | | | |
Net cash (used in) operating activities | | | (41,002 | ) | | | (19,021 | ) |
| | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
Proceeds from notes paybable | | | 42,000 | | | | 15,000 | |
| | | | | | | | |
Net cash provided by financing activities | | | 42,000 | | | | 15,000 | |
| | | | | | | | |
Net increase (decrease) in cash | | | 998 | | | | (4,021 | ) |
| | | | | | | | |
Cash at beginning of period | | | 4,783 | | | | 9,509 | |
| | | | | | | | |
Cash at end of period | | $ | 9,781 | | | $ | 5,488 | |
| | | | | | | | |
Supplemental Disclosures of Cash Flow Information: | | | | | | | | |
Cash Paid For: | | | | | | | | |
Interest | | $ | - | | | $ | - | |
Income Taxes | | $ | - | | | $ | - | |
The accompanying notes are an integral part of these financial statements.
Blake Insomnia Therapeutics Inc.
(formerly Book It Local, Inc)
NOTES TO FINANCIAL STATEMENTS
(A Development Stage Company)
February 28, 2017
Blake Insomnia Therapeutics is a Nevada company that is currently developing and testing its patent-pending compound, Zleepax (ZLX-1). Zleepax is a sleep medication currently in testing phase. The Company is making plans to commence clinical trials and studies for eventual FDA approval and is not generating revenues.
2. GOING CONCERN CONSIDERATION |
These financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred a cumulative net loss of $349,331 since its inception and requires capital for its contemplated operation and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern.
The Company has active negotiation ongoing between the lenders and its major shareholders that likely will result in providing sufficient quantize and cash to secure going concern for the Company.
Future issuances of the Company's equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company's present revenues are insufficient to meet operating expenses. The financial statements do not include any adjustments that may result from the outcome of these aforementioned uncertainties.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is August 31.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles requires that management makes 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 period. Actual results could differ from those estimates.
Revenue Recognition
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met:
| (i) | persuasive evidence of an arrangement exists, |
| (ii) | the services have been rendered and all required milestones achieved, |
| (iii) | the sales price is fixed or determinable, and |
| (iv) | collectability is reasonably assured. |
Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance with ASC 830, “Foreign Currency Matters”, 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. 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.
Stock-Based Compensation
The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.
Development Stage Company
The Company complies with Financial Accounting Standards Codification (“ASC”) 915 and Securities and Exchange Commission Act Guide 7 for its characterization of the Company as development stage enterprise.
Fair Value for Financial Assets and Financial Liabilities
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
| |
Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
| |
Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. |
The carrying amounts of the Company’s financial assets and liabilities, such as cash, approximate their fair values because of the short maturity of these instruments.
The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at February 28, 2017, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the period ended February 28, 2017.
Income Taxes
The Company follows the accrual method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At February 28, 2017 a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.
Basic and Diluted Net Income (Loss) per Share
The Company computes net income (loss) per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.
Recent Accounting Pronouncements
In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915) Elimination of Certain Financial Reporting Requirements . ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements., including the elimination of inception-to-date information on the statements of operations, cash flows and shareholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014 and interim periods within those annual periods, however early adoption is permitted for financial statements not yet issued. The Company adopted ASU 2014-10 since the quarter ended February 28, 2017, thereby no longer presenting or disclosing any information required by Topic 915.
The Company has reviewed all recently issued, but not yet effective, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
| 4. DEVELOPMENT STAGE COMPANY |
The Company is in the development stage as of February 28, 2017 and to date has had no significant operations. Recovery of the Company’s assets is dependent on future events, the outcome of which is indeterminable. In addition, successful completion of the Company’s development program and its transition, ultimately, to attaining profitable operations is dependent upon obtaining adequate financing to fulfill its development activities and achieving a level of sales adequate to support the Company’s cost structure.
On August 31, 2014 the Company issued a promissory note payable in the amount of $5,000. The note is due on February 28, 2017 and bears interest at 10% per annum.
On November 20, 2014 the Company issued a promissory note payable in the amount of $10,000. The note is due on demand and bears interest at 10% per annum
On January 18, 2015 the Company issued a promissory note payable in the amount of $10,000. The note is due on demand and bears interest at 10% per annum.
On June 24, 2015 the Company issued a promissory note payable in the amount of $12,500. The note is due on demand and bears interest at 10% per annum.
On December 10, 2015 the Company issued a promissory note payable in the amount of $15,000. The note is due on demand and bears interest at 10% per annum.
On July 29, 2016 the Company issued a promissory note payable in the amount of $15,000. The note is due on demand and bears interest at 10% per annum.
On September 19, 2016 the Company issued a promissory note payable in the amount of $42,000. The note is due on demand and bears interest at 10% per annum.
The interest expense for the six months ended February 28, 2017 and February 29, 2016 is $5,254 and $1,926, respectively.
6. RELATED PARTY TRANSACTIONS |
The President of the Company provides management and office premises to the Company for no compensation. The effects of this immaterial to the financial statements taken as a whole.
A shareholder of the company paid expenses on behalf of the company in the amount of $3,058 during the year ended August 31, 2016. During the year ended August 31, 2016, $2,522 was repaid. As of February 28, 2017, there is a balance owing to the shareholder of $536. This balance is non-interest bearing and has no specified terms of repayment.
In August, 2012, the Company authorized the issue of 100,000,000 common shares of the Company at par value of $.0001 and authorized the issue of 10,000,000 preferred shares at par value of $.0001.
During the year ended August 31, 2014, the Company issued 21,000,000 common shares in exchange for $210,000 in services rendered, valued at the closing stock price at the date of issuance.
On December 23, 2014, a former director of the Company agreed to tender 3,000,000 shares of the Company for cancellation in exchange for $10,000. In addition, the Company agreed to issue 1,500,000 shares of the Company for $5,000 cash and 1,500,000 for advisory services
At February 28, 2017, there are total of 31,597,572 common shares of the Company issued and outstanding.
| 8. SUPPLEMENTAL CASH FLOW INFORMATION |
Supplemental disclosures of cash flow information for the periods ended February 28, 2017 and February 29, 2016 is summarized as follows:
Cash paid during the periods ended February 28, 2017 and February 29, 2016 for interest and income taxes is as follows:
| | 2017 | | | 2016 | |
Interest | | $ | - | | | $ | - | |
Taxes | | $ | - | | | $ | - | |
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to February 28, 2017 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose, except as noted below.
On February 6, 2017, Blake Insomnia Therapeutics Inc. and Sajo Consulting LLC announced entry into a Letter of Intent to provide certain services related to development and commercialization of Zleepax™, in combination with formulations to produce a series of oral drug products to aid in the treatment of insomnia. This venture looks to accelerate develop of a product to treat transient insomnia through the mechanism of Blake’s proprietary formula.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in this report and those in our 10k for year ended August 31, 2016. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in such forward-looking statements as a result of certain factors, including but not limited to, those described under “Risk Factors” included in Part II, Item IA of this report.
Background Overview
The Company is currently developing its business plan for an insomnia medication known as Zleepax.
As of April 14, 2017, the authorized common stock of the Company consisted of 100,000,000 shares of Common Stock, of which 31,597,572 shares were outstanding. Each share of Common Stock is entitled to one vote with respect to all matters to be acted on by the stockholders.
Future Business
Since our inception on August 11, 2012 to February 28, 2017, we had not generated any revenues and we incurred a loss of $23,599 for the three months ended. These losses were mostly related to the costs associated with administrative expenses. To this point, our only business activity has been the formation of our corporate entity, creation and development of our business model, and analyzing the viability of our business. In the last three months, we have had very little activity. It is the intent of our officer and shareholders to change the Company’s business plan. We intend to sell additional shares in a private offering or other offering and are starting to increase our efforts in looking for additional capital to obtain FDA approval and review of our flagship product. The product requires both Phase II and Phase III clinical trials and will need an infusion of capital of at least $5 million if not more. If sufficient funds cannot be raised, none of the Company’s plans may be implemented. There can be no assurance that the actual expenses incurred will not materially exceed our estimates or that cash flows from listing fees will be adequate to maintain our business. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors’ report to the financial statements included in the most recent 10k of the Company.
Special Risk Factor
Investors should be aware that our key principal operates out of Denmark.
Although the Company maintains an address in New York City and is formed in the state of Nevada, the Company primarily operates out of Denmark. Our CEO is a citizen of Denmark and currently resides there.
Recent Developments
As discussed in the Company’s 8-k filed on April 16, 2017, the Company recently entered into a number of agreements with the intent of furthering the Company’s objectives of procuring FDA approval for the flagship product, Zleepax. In April, 2017, the Company entered into a Joint Venture Agreement with Sajo Consulting in order to provide joint development and commercialization of Zleepax® in combination with formulations to provide a series of oral drug products to aid in the treatment of insomnia. The Joint Venture looks first to develop a product to treat transient insomnia through the mechanism of its proprietary formula.
In this agreement, Sajo is entitled to appointment two members to the Board of Directors of the Company. In anticipation of this appointment, the Company has updated its bylaws and developed a Board of Directors “Code of Ethics.”
Results of Operations for the Quarter ending February 28, 2017
Assets
Currently, we have $9,781 in cash which is our only asset.
Operating Expense
Total operating expenses for the three months ended February 28, 2017 were $20,861 compared to expenses of $11,628 for the three months ended February 29, 2016. Total operating expenses for the six months ended February 28, 2017 were $42,001 compare to the six months ended February 29, 2016 of $20,020.
Net Loss
Net loss for the three months ended February 28, 2017 was $(23,599) compared to the for the three months ended February 29, 2016 of $(11,628). Net loss for the six months ended February 28, 2017 was $(47,255) compared to the net loss of $(21,946) for six months ended February 29, 2017.
Liquidity and Capital Resources
At February 28, 2017, we had $9,781 in cash.
Critical Accounting Policies and Estimates
Our critical accounting policies are disclosed in our S-1 Registration Statement which was deemed effective in June 2013. During the three months ended February 28, 2017 there have been no significant changes in our critical accounting policies.
Recent Accounting Pronouncements
Recent accounting pronouncements are disclosed in our S-1 Registration Statement, deemed effective with the Securities and Exchange Commission on June 10, 2013. During the three months ended February 28, 2017 there have been no new accounting pronouncements which are expected to significantly impact our consolidated financial statements.
The Company has $9,781 in cash. Currently, the Company’s CEO is searching for financing. The Company is unsure if it will embark on a private offering, a public offering, or search for capital from other sources such as venture capital or qualified investors. The Company’s business plan requires extensive FDA approvals and trials. We do not have the capital to embark on such a venture at this time.
We currently only have $9,781. Therefore, the cash currently available to us will not enable us to develop the business to the state in which it will optimally be able to generate revenues. If we are to generate revenues prior to needing any additional funding, we will immediately reinvest such revenues into further development our business and deployment of our business plan. We believe that the cash we have available will sustain us for approximately three (3) more months so long as we continuing operating in the manner that we are currently operating.
Equity Distribution to Management
Since our incorporation, we have raised capital through private sales of our common equity. As of April 14, 2017 we have issued 31,597,572 shares of our common stock to various shareholders, in exchange for cash and services. Specifically, Morten Albrechtsen was issued shares in exchange for cash and Wexotc ApS (a company controlled by Morten Albrecthsen) was issued 1,500,000 for services as a non-executive advisor to the Company. In exchange for these advisory services and $5,000, Mr. Albrechtsen and Wexotec ApS were issued a total of 3,000,000 shares.
In exchange for the assignment of his pending patent for a prescription sleep remedy, Birger Jan Olsen was issued 18,000,000.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
ITEM 3. QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Note applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures Based upon an evaluation of the effectiveness of disclosure controls and procedures, our principal executive and financial officer has concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective. The Company’s principal executive and financial officer has determined that there are material weaknesses in our disclosure controls and procedures. The material weaknesses in our disclosure control procedures are as follows:
| 1. | Lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions. |
| | |
| 2. | Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process. |
We intend to initiate measures to remediate the identified material weaknesses including, but not necessarily limited to, the following:
| · | Establishing a formal review process of significant accounting transactions that includes participation of the Chief Executive Officer, the Chief Financial Officer and the Company’s corporate legal counsel. |
Changes in Internal Controls over Financial Reporting
We have not yet made any changes in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITEIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
(a) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | Blake Insomnia Therapeutics, Inc. | |
| | | | |
| Date: April 14, 2017 | By: | /s/ Birger Jan Olsen | |
| Name: | Birger Jan Olsen | |
| | Title: | President and Director | |
| | | (Principal Executive Officer) | |
| | | |
| | | |
Date: April 14, 2017 | By: | /s/ Birger Jan Olsen | |
| Name: | Birger Jan Olsen | |
| Title: | Secretary, Treasurer, and Chief Financial Officer | |
| | (Principal Financial Officer, and Principal Accounting Officer) | |
