UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
First Amended
(Mark One)
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended __________October 31, 2009____________
or
[ ] 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 ___333-139915________________
LIGHTLAKE THERAPEUTICS INC.
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(Exact name of registrant as specified in its charter)
Nevada N/A
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(State or other jurisdiction of incorporation (IRS Employer
or organization) Identification No.)
54 Baker Street., 6th Floor W1U 7BU
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(Address of principal executive offices) (Zip Code)
44-207-034-1943
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the 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 [ ]
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 [ ] Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
APPLICABLE ONLY TO CORPORATE ISSUERS
The were 157,658,333 shares of Common Stock outstanding as of October 31,
2009:
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Lightlake Therapeutics, Inc.
(Formerly Known as Madrona Ventures, Inc.)
(a Development
Stage Enterprise)
Financial Statements
For the Three Months Ended
October 31, 2009
and
For the Year Ended
July 31, 2009
Lightlake Therapeutics, Inc.
(Formerly Known as Madrona Ventures, Inc.)
(a Development Stage Enterprise)
Index to Financial Statements
October 31, 2009
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Page
Number
------
Report of Independent Registered Public Accounting Firm 1
Financial Statements:
Balance Sheet as of October 31, 2009 and July 31, 2009 2
Statements of Operations for the three months ended
October 31, 2009 and year ended July 31, 2009 and for the
period from Re-entering Development Stage to October 31, 2009 3
Statement of Changes in Shareholders' Deficit
for the three months ended October 31, 2009 and year
ended July 31, 2009 and the period from
Re-entering Development Stage to October 31, 2009 4
Statement of Cash Flows for the for the three months ended
October 31, 2009 and year ended July 31, 2009 and for the
period from Re-entering Development Stage to October 31, 2009 5
Notes to Financial Statements 6
Lightlake Therapeutics, Inc.
( Formerly Known as Madrona Ventures, Inc.)
(a Development Stage Enterprise)
Balance Sheet
October 31, 2009 and July 31, 2009
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October 31, July 31,
Assets 2009 2009
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Current assets
Cash and cash equivalents $ 724 $ 290
Other current assets - -
----------- ----------
Total current assets 724 290
Other assets
Patent and Patent Applications 20,333 -
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Total assets $ 21,057 $ 290
=========== ==========
Liabilities and Shareholders' Deficit
Liabilities
Accounts payable and accrued liabilities $ 1,100 $ -
Due to related party 75,248 -
----------- ----------
Total liabilities 76,348 -
Stockholders' equity (deficit)
Common stock; par value $0.001; 200,000,000 shares authorized;
157,658,333 shares issued and outstanding at October 31, 2009 and
6,525,000 shares issued and outstanding at October 31, 2008 157,658 6,525
Additional paid-in capital (81,525) 48,975
Accumulated deficit during the development stage (131,424) (55,210)
----------- ----------
Total stockholders' deficit (55,291) 290
----------- ----------
Total liabilities and stockholders' equity $ 21,057 $ 290
=========== ==========
The accompanying notes are an integral part of these financial statements.
Lightlake Therapeutics, Inc.
(Formerly Known as Madrona Ventures, Inc.)
(a Development Stage Enterprise)
Statements of Operations
For the Three Months Ended October 31, 2009 and 2008 and the Period From
Inception (June 21, 2005) to October 31, 2009
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From Inception
(June 21, 2005)
Three Months Ended - October 31, to October 31,
2009 2008 2009
--------------- -------------- ----------------
Revenues $ - $ - $ -
Operating expenses
General and administrative 76,214 5,372 135,572
Mineral interests - - 39,015
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Total operating expenses 76,214 5,372 174,587
--------------- -------------- ----------------
Income (loss) from operations (76,214) (5,372) (174,587)
Other income (expense)
Debt forgiveness - - 43,163
--------------- -------------- ----------------
Total other income (expense) - - 43,163
Income (loss) before provision for income taxes (76,214) (5,372) (131,424)
Provision for income taxes - - -
--------------- -------------- ----------------
Net income (loss) $ (76,214) $ (5,372) $ (131,424)
=============== ============== ================
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 94,449,311 6,525,000
=============== ==============
The accompanying notes are an integral part of these financial statements.
Lightlake Therapeutics, Inc.
( Formerly Known as Madrona Ventures, Inc.)
(a Development Stage Enterprise)
Statement of Changes in Stockholders' Equity (Deficit)
For the Three Months Ended October 31, 2009 and Year Ended July 31, 2009 and
the Period from Inception (June 21, 2005) to October 31, 2009
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Deficit
Additional During the
Common Stock Paid In Development
Shares Amount Capital Stage Total
------------ ------------- ------------- -------------- ------------
Balance at June 21, 2005 - $ - $ - $ - $ -
------------ ------------- ------------- -------------- ------------
Balance at July 31, 2005 - - - - -
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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
Forward Stock Split : 20 for 1 130,500,000 $ 130,500 $ (130,500) -
Stock Issued for Services 300,000 300 - 300
Stock Issued for Acquisition of Patent 20,333,333 20,333 - 20,333
Net income (loss) (76,214) (76,214)
------------ ------------- ------------- -------------- ------------
Balance at October 31, 2009 157,658,333 $ 157,658 $ (81,525) $ (131,424) $ (55,291)
============ ============= ============= ============== ============
The accompanying notes are an integral part of these financial statements.
Lightlake Therapeutics, Inc.
(Formerly Known as Madrona Ventures, Inc.)
(a Development Stage Enterprise)
Statements of Cash Flows
For the Three Months Ended October 31, 2009 and Year Ended July 31, 2009 and the Period From
Inception (June 21, 2005) to October 31, 2009
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From Inception
(June 21, 2005)
Three Months Ended - October 31, to October 31,
2009 2008 2009
--------------- --------------- ------------------
Cash Flows Provided (Used) By Operating Activities
Net income (loss) $ (76,214) $ (5,372) $ (131,424)
Adjustments to reconcile net income (loss) to net cash
provided from (used by) operating activities:
Increase (decrease) in accounts payable 1,100 (4,045) 1,100
Increase (decrease) in due to related party 75,248 9,218 75,248
--------------- --------------- ------------------
Net cash provided from (used by) operating activities 134 (199) (55,076)
Cash Flows Provided (Used) By Investing Activities - - -
Cash Flows Provided (Used) By Financing Activities
Issuance of common stock for services 300 300
Issuance of common stock for cash - - 55,500
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Net cash provided from (used by) financing activities 300 - 55,800
Net increase (decrease) in cash and cash equivalents 434 (199) 724
Cash and cash equivalents, beginning of year 290 206 -
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Cash and cash equivalents, end of year $ 724 $ 7 $ 724
=============== =============== ==================
Supplemental disclosure
Interest paid during the period $ - $ - $ -
=============== =============== ==================
Non-Cash Transactions
In August, 2009, the Company acquired a Patent and Patent Applications through the issuance of 20,333,000 Common shares.
The accompanying notes are an integral part of these financial statements.
Lightlake Therapeutics, Inc.
(Formerly Known As Madrona Ventures, Inc.)
(A Development Stage Enterprise)
Notes to Financial Statements
October 31, 2009
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1. Organization, Description of Business, and Basis of Accounting
Business Organization
Lightlake Therapeutics, Inc., (formerly known as Madrona Ventures,
Inc.) (the Company) was originally incorporated in the State of Nevada on
June 21, 2005. On September 16, 2009, the Company changed its' name to
Lightlake Therapeutics, Inc. 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
Interim Financial Statements
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with accounting principles generally
accepted in the United States of America, pursuant to the rules and
regulations of the Securities and Exchange Commission. All significant
intercompany balances and transactions have been eliminated. These
financial statements do not include all information and notes required by
accounting principles generally accepted in the United States of America
for complete financial statements. It is recommended that these interim
unaudited condensed consolidated financial statements be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the fiscal year
ended July 31, 2009.
In the opinion of management, all adjustments (consisting only of
normal recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the three month period ended
October 31, 2009 are not necessarily indicative of the results which may be
expected for any other interim periods or for the year ending October 31,
2010. 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 these estimates.
These financial statements have been prepared on the accrual basis of
accounting following generally accepted accounting principles of the
country-regionplaceUnited States of America consistently applied.
2. Patent and Patent Applications
On August 24, 2009, the Company acquired European Patent EP1681057B1
and U.S. Patent Application 11/031,534 through the issuance of 20,333,000
of its' common stock.
Lightlake Therapeutics, Inc.
(Formerly Known As Madrona Ventures, Inc.)
(A Development Stage Enterprise)
Notes to Financial Statements
October 31, 2009
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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. 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 200,000,000 common shares authorized at a par value of
$0.001. At October 31, 2009, there were 157,658,333 shares issued and
outstanding. The Company has no other classes of shares authorized for
issuance.
At October 31, 2009, there were no outstanding stock options or warrants.
5. Common Stock Purchase Agreement
On October 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
$30,277 and $18,800 at October 31, 2009 and July 31, 2008, respectively. At
October 31, and July 31,2009, 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. Related Party Transactions
The Company's Director and former officer advanced funds to the
Company for working capital needs in the amount of $ 75,248. The amounts
were non-interest bearing, unsecured, with no stated terms or repayment.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
FORWARD LOOKING STATEMENTS
Statements contained herein which are not historical facts are forward-looking
statements as that term is defined by the Private Securities Litigation Reform
Act of 1995. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ
from those projected. The Company cautions investors that any forward-looking
statements made by the Company are not guarantees of future performance and
actual results may differ materially from those in the forward-looking
statements. Such risks and uncertainties include without limitation: established
competitors who have substantially greater financial resources and operating
histories, regulatory delays or denials, ability to compete as a start-up
company in a highly competitive market and access to sources of capital.
The following discussion and analysis should be read in conjunction with our
financial statements and notes thereto included elsewhere in this Form 10-Q/A.
Except for the historical information contained herein, the discussion in this
Form 10-Q/A contains certain forward-looking statements that involve risk and
uncertainties, such as statements of plans, objectives, expectations and
intentions. The cautionary statements made in this Form 10-Q/A should be read as
being applicable to all related forward-looking statements wherever they appear
in this Form 10-Q/A. The Company's actual results could differ materially from
those discussed here.
The Company was incorporated in the State of Nevada on June 21, 2005 and On
September 16, 2009, the Company changed its' name to Lightlake Therapeutics,
Inc. The Company's fiscal year end is July 31 and is a development stage
Company. Lightlake Therapeutics Inc. is a drug discovery company focusing on
developing new and innovative solutions to obesity and eating disorders.
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 and will be continuing operations as
a pharmaceutical company focusing on developing new and innovative solutions to
obesity and eating disorders.
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 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 Form 10-K)
The safe and effective treatment is a proprietary patented pharmaceutical
medicine-based behaviour program pioneered by Dr. David Sinclair
We have not attained profitable operations and are dependent upon obtaining
financing to pursue the Phase 2 clinical trials in Helsinki, Finland. For these
reasons our auditors believe that there is substantial doubt that we will be
able to continue as a going concern.
LIQUIDITY AND CAPITAL RESOURCES
Our cash reserves are not sufficient to meet our obligations for the next twelve
month period. As a result, we will need to seek additional funding in the near
future. We currently do not have a specific plan of how we will obtain such
funding; however, we anticipate that additional funding will be in the form of
equity financing from the sale of our common stock. We may also seek to obtain
short-term loans from our directors, although no such arrangements have been
made. At this time, we cannot provide investors with any assurance that we will
be able to obtain sufficient funding from the sale of our common stock or
through a loan from our directors to meet our obligations over the next twelve
months. We do not have any arrangements in place for any future equity
financing.
RESULTS OF OPERATIONS
We did not earn any revenues during the three month period ending October 31,
2009 and have generated no revenues since inception. We have incurred operating
expenses in the amount of $76,214 for the three month period ending October 31,
2009. For the same three month period ending October 31, 2008 our operating
expenses was $5,372.
Our net loss for the three month period ending October 31, 2009 was $76,214 and
our net loss from inception through October 31, 2009 was $131,424.
At October 31, 2009, we had assets of $21,057 and at the same date current
liabilities of $76,348.
The following table provides selected financial data about our Company as at
October 31, 2009 and July 31, 2009.
Balance Sheet Data: 10/31/09 7/31/09
- ------------------- ------- -------
Cash $ 724 $ 290
Total assets $ 21,057 $ 290
Total Liabilities $ 76,348 $ 0
Shareholder's equity $ 21,057 $ 290
We have not attained profitable operations and are dependent upon obtaining
financing to pursue the clinical trials in Helsinki, Finland. In their report
on our audited financial statements as at July 31, 2009, our auditors raised
substantial doubt about our ability to continue as a going concern unless we are
able to raise additional capital and ultimately to generate profitable
operations.
SIGNIFICANT ACCOUNTING POLICIES
It is suggested that these financial statements be read in conjunction with our
July 31, 2009 audited financial statements and notes thereto, which can be found
in our Form 10-K annual filing and amendments thereto, on the SEC website at
www.sec.gov under our SEC File Number 333-139915.
Our significant accounting policies are as follows:
PATENT OWNERSHIP
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 Form 10-K) The safe and effective treatment is a
proprietary patented pharmaceutical medicine-based behaviour program pioneered
by Dr. David Sinclair. The company plans to file and obtain the necessary
requirements to conduct Phase II clinical trials in Helsinki, Finland. There is
no guarantee that we will obtain the approval from the Finnish authorities to
conduct the trials and the company will need to obtain the required financing if
granted the approvals to conduct the trials. To date the company has not been
granted the approvals to conduct the trials.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting Company we are not required to provide the disclosure
required by this item.
Item 4. 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 accumulated and communicated to our management, including our
principal executive and financial officer, recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms relating to
our company, particularly during the period when this report was being prepared.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter ended April 30, 2009 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no sales of unregistered securities during the period of this report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There were no defaults upon senior securities during the period of this report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the period
covered by this report.
ITEM 5. OTHER INFORMATION
On August 5, 2009 the Company increased its authorized shares from 75,000,000 to
200,000,000.
On August 20, 2009 the Company's shares increased by a 20 for 1 split.
On September 16 2009 the Company changed its name from Madrona Ventures Inc. to
Lightlake Therapeutics Inc. and the new symbol of LLTP became effective October
7, 2009.
On October 22, 2009 the Company filed a Form 8-K/A noting the dismissal of our
former auditing firm of Dale Matheson Carr-Hilton Labonte LLP. And the
engagement of the accounting firm of PS Stephenson & Co., P.C., CPA on August
17 2009 respectively.
On October 23, 2009 Mr. Seijin Ki resigned as his position as CEO and Dr. Roger
Crystal was appointed as the President and CEO. This Form 8-K was filed October
23, 2009.
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our form SB-2 Registration
Statement, filed under SEC File Number 333-146934, at the SEC website at
www.sec.gov:
Exhibit
Number Description
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3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Rule 13a-14(a)/14a-15(d) Certification
31.2 Rule 13a-14(a)/14a-15(d) Certification
32.1 Certification pursuant to 18 U.S.C. 1350
32.2 Certification pursuant to 18 U.S.C. 1350
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.
LIGHTLAKE THERAPEUTICS INC.
Date March 15, 2010 By: /s/ Dr. Roger Crystal
-------------------------------------------
Name Dr. Roger Crystal
Title Chief Executive Officer and President
Date March 15, 2010 By: /s/ Seijin Ki
-------------------------------------------
Name Seijin Ki
Title Chief Financial Officer and Director