10-Q 1 form10q.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended February 28, 2018

 

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 000-52445

 

 

 

PetLife Pharmaceuticals, Inc.

(Name of registrant as specified in its charter)

 

Nevada   33-1133537
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     

8033 Sunset Boulevard

Los Angeles, CA

   90046
(Address of principal executive offices)   (Zip Code)

 

(424) 216-6807

(Registrant’s telephone number, including area code)

 

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 [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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.

 

  (Check one):        
  Large accelerated filer [  ]   Accelerated filer [  ]
  Non-accelerated filer [  ]   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]

 

The number of shares of the registrant’s common stock issued, issuable, and outstanding as of July 9, 2018 was 196,751,735 shares.

 

 

 

 
 

 

PETLIFE PHARMACEUTICALS, INC.

FORM 10-Q

FEBRUARY 28, 2018

INDEX

 

    Page No.
PART I – FINANCIAL INFORMATION  
     
Item 1. Financial Statements (unaudited) 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17
Item 3. Quantitative and Qualitative Disclosures About Market Risk 19
Item 4. Controls and Procedures 19
     
PART II – OTHER INFORMATION  
     
Item 1. Legal Proceedings 20
Item 1A. Risk Factors 20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20
Item 3. Defaults Upon Senior Securities 20
Item 4. Mine Safety Disclosures 20
Item 5. Other Information 20
Item 6. Exhibits 21
     
SIGNATURES 22

 

 2 
 

 

PART I. Financial Information

 

Item 1. Financial Statements

 

PETLIFE PHARMACEUTICALS, INC.

and Subsidiary

Condensed Consolidated Balance Sheets

(unaudited)

 

    February 28, 2018     August 31, 2017  
             
ASSETS                
Current assets                
Cash   $ 7,856     $ 54,254  
Prepaid expense     -       750  
Total current assets     7,856       55,004  
                 
Total assets   $ 7,856     $ 55,004  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
Current liabilities                
Convertible notes payable, net of discounts   $ 212,928     $ 57,318  
Notes payable     278,000       312,000  
Notes payable to related parties, net of discounts     299,226       336,358  
Due to shareholder     10,000       10,000  
Loan from officer     11,500       11,500  
Accounts payable     295,061       307,478  
Accounts payable to related parties     2,000       70,000  
Accrued expenses     233,897       223,897  
Accrued expenses to related parties     52,965       5,526  
Derivative liabilities     585,393       102,377  
                 
Total current liabilities     1,980,970       1,436,454  
                 
Total liabilities     1,980,970       1,436,454  
                 
Commitments and contingencies                
                 
Stockholders’ deficit                
Preferred stock, $0.001 par value, 50,000,000 shares authorized, 3,250,000 and 3,250,000 shares issued and outstanding at February 28, 2018 and August 31, 2017, respectively     3,250       3,250  
Common stock, $0.001 par value, 750,000,000 shares authorized, 80,256,702 and 73,842,320 shares issued, issuable, and outstanding at February 28, 2018 and August 31, 2017, respectively     80,257       73,842  
Additional paid-in capital     29,225,283       28,929,638  
Accumulated deficit     (31,281,904 )     (30,388,180 )
Total stockholders’ deficit     (1,973,114 )     (1,381,450 )
                 
Total liabilities and stockholders’ deficit   $ 7,856     $ 55,004  

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 3 
 

 

PETLIFE PHARMACEUTICALS, INC.

and Subsidiary

Condensed Consolidated Statements of Operations

(unaudited)

 

    For the three months ended     For the six months ended  
    February 28,     February 28,  
    2018     2017     2018     2017  
                         
Revenue, net   $ -     $ -     $ -     $ -  
                                 
Operating expenses                                
General and administrative     142,560       42,202       260,121       362,231  
Stock-based compensation     40,110       1,212,735       115,859       20,006,174  
                                 
Operating loss     (182,670 )     (1,254,937 )     (375,980 )     (20,368,405 )
                                 
Other income (expense)                                
Interest expense     18,928       (11,844 )     (28,819 )     (14,010 )
Loss on settlement of debt     (113,903 )      -       (113,903 )      (10,000 )
Loss on stock for services     140       -       140       -  
Change in derivatives     (48,599 )     -       (235,058 )     -  
Debt discount amortization     (63,104 )     (50,000 )     (140,104 )     (50,000 )
                                 
Net loss   $ (427,064 )   $ (1,316,781 )   $ (893,724 )   $ (20,442,415 )
                                 
Net loss per share - basic and diluted   $ (0.01 )   $ (0.03 )   $ (0.01 )   $ (0.61 )
                                 
Weighted average number of shares outstanding - basic and diluted     74,454,786       44,582,921       74,433,637       33,418,033  

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 4 
 

 

PETLIFE PHARMACEUTICALS, INC.

and Subsidiary

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended February 28,

(unaudited)

 

    2018     2017  
Cash flows from operating activities:                
Net loss   $ (893,724 )   $ (20,442,415 )
Adjustments to reconcile net loss to net cash used in operations:                
Loss on settlement of debt     113,903       10,000  
Debt discount amortization     140,104       50,000  
Change in derivative liability     235,058       -  
Stock compensation     115,859       20,006,174  
Changes in operating assets and liabilities:                
Prepaid expenses     750       (212,933 )
Accounts payable and accrued expenses     (2,415 )     (100,235 )
Accounts payable and accrued expenses to related parties     8,068       350,000  
Net cash used in operating activities     (282,396 )     (339,409 )
                 
Cash flows from financing activities:                
Proceeds from convertible note payable     270,000       92,500  
Proceeds from note payable to related party     -       246,182  
Payments on notes payable     (34,000 )        
Net cash provided by financing activities     236,000       338,682  
                 
Net increase in cash     (46,396 )     (727 )
                 
Cash at beginning of period     54,254       1,172  
                 
Cash at end of period   $ 7,856     $ 445  
                 
Supplemental disclosure of cash flow information:                
                 
Cash paid for interest   $ -     $ -  
                 
Cash paid for taxes   $ -     $ -  
                 
Non-cash investing and financing activities:                
Common stock for stock payable   $ -     $ 2,697,667  

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 5 
 

 

PETLIFE PHARMACEUTICALS, INC.

Notes to Condensed Consolidated Financial Statements

February 28, 2018

(unaudited)

 

NOTE 1 – NATURE OF BUSINESS AND PRESENTATION

 

Organization

 

PetLife Pharmaceuticals, Inc. (the “Company,” “we,” “our,” “PetLife”) was incorporated in the State of Nevada on April 5, 2002 as Aztek Ventures Inc. Effective November 13, 2007, we filed a Certificate of Amendment to our Articles of Incorporation to change our name to Genesis Uranium Corp. Effective April 21, 2008, we amended our Articles of Incorporation to change our name to Vault Technology, Inc. to reflect the change in our business focus beyond solely that of uranium exploration. Effective July 10, 2009, we filed a Certificate of Amendment to our Articles of Incorporation to change our name to “Modern Renewable Technologies, Inc. (“Modern”). On May 27, 2011, Modern, merged with Eco Ventures Group, Inc., and the name of the Company was changed to Eco Ventures Group, Inc. On July 15, 2013, the Company entered into an Agreement and Plan of Merger with Clear TV Ventures, Inc. Under the terms of the merger, Clear TV became the surviving corporation. On June 26, 2014, Eco Ventures Group, Inc. entered into an Agreement and Plan of Merger with its subsidiary, PetLife Pharmaceuticals, Inc., a Nevada corporation, with PetLife Pharmaceuticals, Inc. being the surviving entity. As part of that merger, the name of the Company was changed to PetLife Pharmaceuticals, Inc. and each 15 shares of our common stock were exchanged for one share in the surviving company. Effective August 12, 2014, we completed the closing of the Share Exchange Agreement and the acquisition of PetLife and changed our name to PetLife Pharmaceuticals, Inc. On July 20, 2016, PetLife Pharmaceuticals, Inc. entered into an Agreement and Plan of Merger with its wholly-owned subsidiary, PetLife Merger Subsidiary, Inc., a Nevada corporation, with PetLife Merger Subsidiary, Inc. being the surviving entity. As part of that merger, the name of the PetLife Merger Subsidiary was changed back to PetLife Pharmaceuticals, Inc. The purpose of the subsidiary merger was to effectuate a 1 for 5 reverse exchange of PetLife’s common stock pursuant to the terms of the merger. The combined entities continue on public markets pursuant to Rule 12g-3 of the Securities Exchange Act of 1934, as amended.

 

On April 19, 2017, the Company organized in the State of Maryland a wholly-owned subsidiary, Dr. Geoff’s by PetLife, Inc. (“Dr. Geoff’s by PetLife”), to operate the Company’s pet food division.

 

Nature of Operations

 

PetLife is a registered U.S. Veterinary Pharmaceutical company whose mission is to bring its scientifically proven, potentiated bioactive medication and nutraceuticals, Vitalzul™, to the world of veterinary oncology. The Company specializes in the research, development, sales and support of advanced drugs and nutraceuticals for pet cancer and autoimmune related diseases such as arthritis. The Company will also introduce a line of natural pet food and other complementary products.

 

Basis of presentation

 

The accompanying unaudited condensed consolidated financial statements of PetLife Pharmaceuticals, Inc. have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and done under §240.13(a) of the Securities Act. The results of operations for the interim period ended February 28, 2018 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending August 31, 2018. In the opinion of the Company’s management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company’s results of operations, financial position and cash flows. The unaudited interim financial statements should be read in conjunction with the audited financial statements in the Company’s Form 10-K for the year ended August 31, 2017, filed on December 14, 2017 and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

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. Significant estimates in the accompanying financial statements include the amortization period for intangible assets, valuation and impairment valuation of intangible assets, allowance for accounts receivable, depreciable lives of the web site and fixed assets, and valuation of share-based payments.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of PetLife and its wholly-owned subsidiary, Dr. Geoff’s by PetLife. All significant inter-company balances and transactions have been eliminated in consolidation.

 

 6 
 

 

PETLIFE PHARMACEUTICALS, INC.

Notes to Condensed Consolidated Financial Statements

February 28, 2018

(unaudited)

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

 

Property, Equipment and Depreciation

 

Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of three years for computer equipment, five years for office furniture and fixtures, and the lesser of the lease term or the useful life of the leased equipment. Leasehold improvements, if any, would be amortized over the lesser of the lease term or the useful life of the improvements. Expenditures for maintenance and repairs along with fixed assets below our capitalization threshold are expensed as incurred.

 

Accounting for Derivatives

 

The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date.

 

Fair Value of Financial Instruments

 

The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses, and short-term loans the carrying amounts approximate fair value due to their short maturities.

 

We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

 

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

 7 
 

 

PETLIFE PHARMACEUTICALS, INC.

Notes to Condensed Consolidated Financial Statements

February 28, 2018

(unaudited)

 

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

 

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

 

Revenue Recognition

 

The Company recognizes revenue for our services in accordance with ASC 605-10, “Revenue Recognition in Financial Statements.” Under these guidelines, revenue is recognized on transactions when all of the following exist: persuasive evidence of an arrangement did exist, delivery of service has occurred, the sales price to the buyer is fixed or determinable and collectability is reasonably assured. The Company has no revenue streams at this time.

 

Stock-Based Compensation

 

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model.

 

Income Taxes

 

The Company adopted the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of February 28, 2018, tax years 2012 - 2017 remain open for IRS audit. The Company has received no notice of audit from the IRS for any of the open tax years.

 

Company adopted ASC 740-10, “Definition of Settlement in FASB Interpretation No. 48” (“ASC 740-10”), which was issued on May 2, 2007. ASC 740-10 amends FIN 48 to provide guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. The term “effectively settled” replaces the term “ultimately settled” when used to describe recognition, and the terms “settlement” or “settled” replace the terms “ultimate settlement” or “ultimately settled” when used to describe measurement of a tax position under ASC 740-10. ASC 740-10 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The adoption of ASC 740-10 did not have an impact on the accompanying financial statements.

 

Net Earnings (Loss) Per Share

 

In accordance with ASC 260-10, “Earnings Per Share,” basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common stock shares outstanding during the period.

 

Reclassifications

 

For comparability, certain prior period amounts have been reclassified, where appropriate, to conform to the financial statement presentation used in 2017. The reclassifications have no impact on net loss.

 

 8 
 

 

PETLIFE PHARMACEUTICALS, INC.

Notes to Condensed Consolidated Financial Statements

February 28, 2018

(unaudited)

 

Effect of Recent Accounting Pronouncements

 

The Company reviews new accounting standards and updates as issued. No new standards or updates had any material effect on these unaudited financial statements. The accounting pronouncements and updates issued subsequent to the date of these audited financial statements that were considered significant by management were evaluated for the potential effect on these audited financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these audited financial statements as presented and does not anticipate the need for any future restatement of these audited financial statements because of the retro-active application of any accounting pronouncements issued subsequent to February 28, 2018 through the date these audited financial statements were issued.

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued an ASU on lease accounting. The ASU requires the lease rights and obligations arising from lease contracts, including existing and new arrangements, to be recognized as assets and liabilities on the balance sheet. The ASU is effective for reporting periods beginning after December 15, 2018 with early adoption permitted. While the Company is still evaluating the ASU, the Company does not expect the adoption of the ASU to have a material effect on the Company’s financial condition due to the recognition of the lease rights and obligations as assets and liabilities. The Company does not expect the ASU to have a material effect on the Company’s results of operations, and the ASU will have no effect on cash flows.

 

NOTE 2 – GOING CONCERN

 

The Company has a net loss for the six months ended February 28, 2018 of $893,724 and working capital deficit as of February 28, 2018 of $1,973,114 and has used cash in operations of $282,396 for the six months ended February 28, 2018. In addition, as of February 28, 2018, the Company had a stockholders’ deficit and accumulated deficit of $1,973,114 and $31,281,904, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

The accompanying condensed financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to continue its operations is dependent on the execution of management’s plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the consolidated financial statements.

 

There can be no assurances that the Company will be successful in generating additional cash from the equity/debt markets or other sources to be used for operations. The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Based on the Company’s current resources, the Company will not be able to continue to operate without additional immediate funding. Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary.

 

NOTE 3 – CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE AND RELATED PARTY NOTES PAYABLE

 

The Company has notes payable as of February 28, 2018 are as follows:

 

   February 28, 2018   August 31, 2017 
Convertible notes      Debt               Debt         
payable  Principal   Discount   OID   Principal   Principal   Discount   OID   Principal 
                                 
Shelton Davis  $25,000   $-   $-   $25,000   $25,000   $-   $-   $25,000 
Steven Sass   25,000    -    -    25,000    25,000    -    -    25,000 
Luke Hoppel   50,150    (20,707)   -    29,443    75,000    (59,697)   (18,331)   (3,028)
PowerUp   53,000    (14,270)   -    38,730    53,000    (42,654)   -    10,346 
Auctus   135,000    (99,269)   -    35,731    -    -    -    - 
EMA   135,000    (75,976)   -    59,024    -    -    -    - 
   $423,150   $(210,222)  $-   $212,928   $178,000   $(102,351)  $(18,331)  $57,318 

 

On July 27, 2016, the Company executed a convertible promissory note with Shelton Avery Davis, as part of a private offering, for $25,000. The note has a maturity date of July 27, 2017 and bears interest of 10% which accrues. The note converts into common stock at $0.25 per share. As of February 28, 2018, $3,740 of interest has been accrued. On July 27, 2017, the note was extended to July 27, 2018.

 

 9 
 

 

PETLIFE PHARMACEUTICALS, INC.

Notes to Condensed Consolidated Financial Statements

February 28, 2018

(unaudited)

 

On December 8, 2016, the Company executed a convertible promissory note with Steven Sass, as part of a private offering, for $25,000. The note has a maturity date of December 8, 2017 and bears interest of 10% which accrues. The note converts into common stock $0.25 per share. As of February 28, 2018, $3,069 of interest has been accrued.

 

On July 18, 2017, the Company executed a convertible promissory note with Luke Hoppel (“Hoppel”) for $75,000. The note has a maturity date of July 18, 2018 and bears interest of 8% which accrues. As of February 28, 2018, $3,715 of interest has been accrued. The note is convertible at 60% of the average of the three lowest daily traded prices during the 25 consecutive trading days immediately preceding the applicable conversion date. The shares were valued at $0.047 per share, or $20,752. On February 7, 2018, Hoppel converted $10,500 of principal into 2,000,000 shares of common stock valued at $0.019 per share, or $38,000. On February 23, 2018, Hoppel converted $14,350 of principal into 3,500,000 shares of common stock valued at $0.014 per share, or $49,000.

 

On August 28, 2017, the Company executed a convertible promissory note with PowerUp for $53,000. The note has a maturity date of May 30, 2018 and bears interest of 12% which accrues. As of February 28, 2018, $3,224 of interest has been accrued. The note is convertible at 58% of the average of the three lowest daily traded prices during the 10 consecutive trading days immediately preceding the applicable conversion date.

 

On November 6, 2017, the Company entered into a convertible promissory note for $135,000 with Auctus Fund, LLC (“Auctus”). The note matures on August 6, 2018 and bears interest of 12%. The conversion feature provides for a discount of 40% resulting in a debt discount of $135,000. The Company was required to issue 123,875 shares of common stock to Auctus which were an inducement for the financing. As of February 28, 2018, the 123,875 shares of common stock have not been issued and are valued at approximately $12,000. As of February 28, 2018, $5,104 of interest has been accrued.

 

On January 5, 2018, the Company entered into a convertible promissory note for $135,000 with EMA Financial, LLC (“EMA”). The note matures on January 5, 2019 and bears interest of 12%. The conversion feature provides for a discount of 40% resulting in a debt discount of $89,168. The Company issued 123,250 shares of common stock to EMA which were an inducement for the financing. The shares were valued at $6,150. As of February 28, 2018, $2,485 of interest has been accrued.

 

Note payable

 

On May 15, 2017, the Company entered into a settlement agreement with Arthur G. Mikaelian, et al (see Note 6 for all parties, the “Settlement Agreement”). Mikaelian had a financial obligation to Alkmini Anastasiadou (“Anastasiadou”), which was unrelated to the Company. As part of the Settlement Agreement, the Company would assume the debt of Mikaelian to Anastasiadou, as settlement between them, of $322,000, in a promissory note (the “Anastasiadou Note”). The terms of the Anastasiadou Note are 3% interest, with installment payments of $5,000 monthly beginning June 1, 2017 with payment in full by December 31, 2017. As of February 28, 2018, the balance of the note was $278,000 and the accrued interest was $7,296. In connection with the settlement, the Company issued $322,000 in notes payable, reversed accounts payable of $110,400 and recorded a loss of $211,600. On December 27, 2017, the Company and Anastasiadou executed a replacement promissory note (the “Anastasiadou Replacement Note”) which modified the monthly payments to $7,000 beginning on January 1, 2018 with a balloon payment on July 1, 2018.

 

The Company has notes payable to related parties, net of discounts, as of February 28, 2018 and August 31, 2017, as follows:

 

Notes payable to   February 28, 2018     August 31, 2017  
related party,
net of discounts		   Principal     Debt Discount     OID     Principal     Principal     Debt Discount     OID     Principal  
                                                 
Ralph Salvagno (1)   $ -     $ -     $ -     $ -     $ 153,011     $      -     $ -     $ 153,011  
Ralph Salvagno (1)     -       -       -       -       59,852       -       -       59,852  
Ralph Salvagno (1)     -       -       -       -       24,830       -       -       24,830  
Ralph Salvagno (1)     -       -       -       -       98,665       -       -       98,665  
Ralph Salvagno     3,500       -       -       3,500       -       -       -       -  
Ralph Salvagno     361,487       (65,761 )     -       295,726       -       -       -       -  
    $ 364,987     $ (65,761 )   $ -     $ 299,226     $ 336,358     $ -     $ -     $ 336,358  

 

(1) The Company combined these notes into one note payable for $361,487.

 

 10 
 

 

PETLIFE PHARMACEUTICALS, INC.

Notes to Condensed Consolidated Financial Statements

February 28, 2018

(unaudited)

 

On August 31, 2017, the Company executed a promissory note with Ralph Salvagno (“Salvagno”), the Company’s CEO and Director, for $153,011. The note is due on demand and bears interest at 2% per annum which accrues. See Note 4.

 

On January 14, 2017, the Company executed a promissory note with Salvagno for $59,852. The note converted various payables to Salvagno. The note is due on demand and bears interest at 4% per annum which accrues. See Note 4.

 

On March 18, 2017, the Company executed a promissory note with Salvagno for $24,830. The note converted various payables to Salvagno. The note is due on demand and bears interest at 4% per annum which accrues. See Note 4.

 

On May 31, 2017, the Company executed a promissory note with Salvagno for $98,664. The note converted various payables to Salvagno. The note is due on demand and bears interest at 4% per annum which accrues. See Note 4.

 

On January 26, 2018, the Company executed a promissory note with Salvagno for $3,500 of accrued expenses related to expenses paid by Salvagno. The note is due on demand and bears interest at 4% per annum which accrues. As of February 28, 2018, $13 of interest has been accrued.

 

On January 26, 2018, the Company executed a secured convertible promissory note with Salvagno for $361,487 which converted all of the promissory notes with Salvagno from August 31, 2016 through May 31, 2017, totaling $336,357, and accrued expenses related to expenses paid by Salvagno in the amount of $25,130. The note is convertible after six months from the date of the note or after ninety days following the removal of Salvagno as the CEO of the Company, which was done on March 22, 2018. The conversion terms are at the rate of $0.008 per share, based on a 20% discount on the date of this note. The Company recorded a discount for the beneficial conversion of $72,297 and recorded discount amortization of $6,536 for the period ended February 28, 2018. The note is secured by the assets of the Company. The note is due on January 26, 2019 and bears interest at 12% per annum which accrues. As of February 28, 2018, $4,041 of interest has been accrued. See Note 4.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

During the year ended August 31, 2015, we received $10,000 from a shareholder advance which is unsecured, non-interest bearing, and due on demand. As of February 28, 2018, $10,000 remains outstanding.

 

As of February 28, 2018, the Company has a loan from an officer of $11,500. The loan is unsecured, non-interest bearing, and due on demand.

 

As of February 28, 2018, and August 31, 2017, there are related party accounts payable and accrued expenses of $54,965 and $75,526, respectively, related to payments, consulting services and accrued interest.

 

On October 25, 2016, the Company executed a promissory note with Dreadnought 1906, Inc., which is controlled by Vyvyan Campbell (“Campbell”), the Company’s Director, for $150,000. The note matures on November 1, 2017 and bears interest at 10% per annum which accrues. As an incentive for the issuance of the note, 250,000 shares of common stock were issued and recorded as a debt discount. The shares were valued at $150,000 for the debt discount. On August 26, 2017, Campbell and the Company agreed on a conversion for the principal and accrued interest to be converted into 2,500,000 shares of common stock. See Note 3.

 

 11 
 

 

PETLIFE PHARMACEUTICALS, INC.

Notes to Condensed Consolidated Financial Statements

February 28, 2018

(unaudited)

 

In February 2017, the Company entered into a consulting agreement for a spokesman for the PetLife pet foods division. The agreement is through January 2020. The Company issued 1,000,000 shares of restricted common stock which 27,778 shares of common stock vest every month. The shares of common stock were valued at $160,000 and $31,111 was recorded as stock-based compensation for the year ended August 31, 2017. The Company will record the remaining $128,889 over the service period or through January 2020. On March 25, 2018, the Company and Healthy Life Pets terminated this agreement. See Note 9.

 

On January 26, 2018, the Company executed a promissory note with Salvagno for $3,500 of accrued expenses related to expenses paid by Salvagno. The note is due on demand and bears interest at 4% per annum which accrues. As of February 28, 2018, $13 of interest has been accrued.

 

On January 26, 2018, the Company executed a secured convertible promissory note with Salvagno for $361,487 which converted all of the promissory notes with Salvagno from August 31, 2016 through May 31, 2017, totaling $336,357, and accrued expenses related to expenses paid by Salvagno in the amount of $25,130. The note is convertible after six months from the date of the note or after ninety days following the removal of Salvagno as the CEO of the Company, which was done on March 22, 2018. The conversion terms are at the rate of $0.008 per share, based on a 20% discount on the date of this note. The note is secured by the assets of the Company. The note is due on January 26, 2019 and bears interest at 12% per annum which accrues. As of February 28, 2018, $4,041 of interest has been accrued. See Note 3.

 

On January 30, 2018, the Company and Salvagno agreed to an amendment of Salvagno’s employment agreement. The amendment ratified his salary of $1 per year. Additionally, the amendment included a cash bonus of $100,000 per year of service (portions of a year are prorated) in the event of a change of control. As of March 22, 2018, the Company had a change of control. Therefore, on the date of the change of control, the Company would have a liability to Salvagno for $175,000 for his one year and nine months of service but, the Company and Salvagno agreed on a discounted liability of $80,000. See Notes 5 and 9.

 

NOTE 5 - STOCKHOLDERS’ DEFICIT

 

Preferred Stock

 

The Company is authorized to issue up to 50,000,000 shares of preferred stock, par value $0.001 per share. Each share of preferred stock is convertible into common stock on a one-for-one basis. As of February 28, 2018, there are 3,250,000 shares of preferred stock issuable, and outstanding.

 

During the year ended August 31, 2017, the Company exchanged 3,250,000 common shares owned by officers and directors for 3,250,000 Series A Preferred shares and valued the transaction at $121,875. The Series A Preferred Stock have voting rights of 1,000 votes for each share of Series A Preferred Stock.

 

The Corporation will pay dividends or distributions equal to the amount of dividends or distributions per share of Common Stock if and when declared.

 

In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of the Corporation’s Preferred Stock are entitled, by reason of their ownership of Preferred Stock, to receive the preferential amount, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock.

 

 12 
 

 

PETLIFE PHARMACEUTICALS, INC.

Notes to Condensed Consolidated Financial Statements

February 28, 2018

(unaudited)

 

Common Stock

 

The Company was authorized to issue up to 750,000,000 shares of common stock, par value $0.001 per share. Each outstanding share of common stock entitles the holder to one vote per share on all matters submitted to a stockholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive rights.

 

During the six months ended February 28, 2018, the Company issued or had issuable 349,594 common shares valued at approximately $24,000 for legal services and approximately $91,000 of stock-based compensation.

 

On January 19, 2018, the Company issued Hoppel 441,538 shares of common stock for a true up adjustment related to the original inducement for note payable.

 

Employment Agreements

 

On January 30, 2018, the Company and Salvagno agreed to an amendment of Salvagno’s employment agreement. The amendment ratified his salary of $1 per year. Additionally, the amendment included a cash bonus of $100,000 per year of service (portions of a year are prorated) in the event of a change of control. As of March 22, 2018, the Company had a change of control. Therefore, on the date of the change of control, the Company would have a liability to Salvagno for $175,000 for his one year and nine months of service but, the Company and Salvagno agreed on a discounted liability of $80,000. See Notes 4 and 9.

 

The Company terminated all employment agreements as of August 31, 2017. Subsequently, the Company negotiated a new employment agreement with Salvagno. The Company, upon sufficient additional funding, will renegotiate other employment agreements accordingly.

 

Stock Option Plan

 

On June 9, 2016, the Board of Directors approved the 2016 Stock Option Plan which reserved 20,000,000 shares of common stock.

 

The Company has granted options to an employee and to a consultant. Options activity for the six months ended February 28, 2018 is as follows:

 

           Weighted     
       Weighted   Average     
       Average   Remaining   Aggregate 
   Number   Exercise   Contractual   Intrinsic 
   of Options   Price   Terms   Value 
                 
Outstanding at August 31, 2017   4,000,000   $0.25    1.28   $- 
                     
Granted   -   $-           
Exercised   -   $-           
Forfeited   -   $-           
Expired   -   $-           
                     
Outstanding at February 28, 2018   4,000,000   $0.25    1.28   $- 
                     
Exercisable at February 28, 2018   4,000,000   $0.25           

 

 13 
 

 

PETLIFE PHARMACEUTICALS, INC.

Notes to Condensed Consolidated Financial Statements

February 28, 2018

(unaudited)

 

NOTE 6 – COMMITMENTS AND CONTINGENCIES

 

Legal Matters

 

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of this report, there were no pending or threatened lawsuits. The Company entered into a settlement agreement as follows:

 

On May 15, 2017, the Company entered into a settlement agreement with Arthur G. Mikaelian (a/k/a Arthur Grant Mikaelian, Artur Mikaelian, collectively, “Mikaelian”), the Irrevocable de Fidecomison Confianza General De Familiar Artur Mikaelian (the “Mikaelian Trust”), Artur Mikaelian, Jr., Tigran Mikaelian, Grant Mikaelian, Armani Minasyan, Medolife Corp. (“Medolife”), and Alkmini Anastasiadou (“Anastasiadou”). Mikaelian, a former officer of the Company, the other parties, and the Company finalized a settlement to sever all ties between the Company and all other parties (the “Settlement Agreement”). Mikaelian had a financial obligation to Anastasiadou, which was unrelated to the Company. The Settlement Agreement provided the following: a) full release between all parties, b) all common stock of the Company held by all parties, excluding Anastasiadou (as they did not hold any common stock of the Company) would be returned to the Company as treasury stock (the “Treasury Stock”), and c) the Company would assume the debt of Mikaelian to Anastasiadou, as settlement between them, of $322,000, in a promissory note (the “Anastasiadou Note”). The Treasury Stock would be held in escrow until the Anastasiadou Note is paid in full by the Company, which then would be retired by the Company. The Treasury Stock is 4,794,000 shares which, as of February 28, 2018, constitutes 7.25% of the outstanding common stock of the Company. The terms of the Anastasiadou Note are 3% interest, with installment payments of $5,000 monthly beginning June 1, 2017 with payment in full by December 31, 2017. On December 27, 2017, the Company and Anastasiadou executed a replacement promissory note (the “Anastasiadou Replacement Note”) which modified the monthly payments to $7,000 beginning on January 1, 2018 with a balloon payment on July 1, 2018. See Note 3.

 

Lease Commitment

 

On February 1, 2016, the Company entered into a lease space effective June 1, 2016 through May 30, 2018. Lease payments of $750 per month payable in advance on the first day of each month.

 

Future minimum lease payments are as follows:

 

2018  $2,250 
2019   - 
2020   - 
2021   - 
2022   - 
Future   - 
Total  $2,250 

 

Rent expense for the six months ended February 28, 2018 and 2017 was $4,500 and $4,500, respectively.

 

NOTE 7 – CONCENTRATIONS

 

Concentration of Credit Risk

 

Financial instruments, which potentially subject the Company to a concentration of credit risk, consist principally of temporary cash investments.

 

The Company places its temporary cash investments with financial institutions insured by the Federal Deposit Insurance Corporation (“FDIC”) for the United States. No amounts exceeded federally insured limits as of February 28, 2018. There have been no losses in these accounts through February 28, 2018.

 

Concentration of Intellectual Property

 

The Company owns or has filed for the trademarks “Dr. Geoff’s Real Pet Food” as filed with the United States Patent and Trademark Office. The Company impaired the assets during the year ended August 31, 2017.

 

 14 
 

 

PETLIFE PHARMACEUTICALS, INC.

Notes to Condensed Consolidated Financial Statements

February 28, 2018

(unaudited)

 

NOTE 8 – DERIVATIVES

 

Embedded Conversion Option Derivatives

 

Due to the conversion terms of certain promissory notes, the embedded conversion options met the criteria to be bifurcated and presented as derivative liabilities. The Company calculated the estimated fair values of the liabilities for embedded conversion option derivative instruments at the original note inception date and as of February 28, 2018 and August 31, 2017 using the Black-Scholes option pricing model using the share prices of the Company’s stock on the dates of valuation and using the following ranges for volatility, expected term and the risk-free interest rate at each respective valuation date, no dividend has been assumed for any of the periods:

 

   Note      
   Inception  August 31,  February 28,
   Date  2017  2018
Volatility  180% - 350%  291%  294%
Expected Term  0.75 - 1.0 years  0.33 - 0.88 years  0.38 - 1.02 years
Risk-Free Interest Rate  0.83% - 1.40%  1.23%  0.88%

 

The following reflects the initial fair value on the note inception date and changes in fair value through February 28, 2018:

 

Note inception date fair value allocated to debt discount   $ 111,004  
Change in fair value in fiscal year 2017     (8,627 )
Embedded conversion option derivative liability fair value on August 31, 2017     102,377  
Note inception date fair value allocated to debt discount     247,958  
Change in fair value in fiscal year 2018     235,058  
Embedded conversion option derivative liability fair value on February 28, 2018   $ 585,393  

 

NOTE 9 – SUBSEQUENT EVENTS

 

On March 13, 2018, the Company entered into a consulting agreement with Delta 9 whereas Delta 9 was contracted to expand the PetLife Scorpion Ranch in Haiti. In conjunction with the agreement, the three controlling shareholders, Salvagno, Campbell and Ramana, individually assigned their ownership of the super voting preferred stock to Delta 9, which was not defined in the agreement. Additionally, 100,000,000 shares of common stock were issued to Delta 9. The three controlling shareholders were not compensated for assigning their shares of preferred stock to Delta 9. As a condition of the agreement, Delta 9 was required to provide the funding to complete the Haiti project. After the change of control, the Company provided to Delta 9 approximately $21,750 for the Haiti project. On April 9, 2018, the Company agreed to advance funds for expenses related to the Haiti operations until a later date, while acknowledging that these expenses were the obligations of Delta 9. Accordingly, on June 1, 2018, Delta 9 executed a promissory note to the Company for $21,750. On May 30, 2018, Delta 9 informed the Company that it was unable to perform its obligations under of the agreement. On June 4, 2018, the Company advised Delta 9 that the agreement between Delta 9 and the Company was terminated. On June 4, 2018, the Company entered into an agreement with Therapeutic Solutions Group, LLC (“TSG”). The terms and conditions of this agreement are substantially the same as the Delta 9 agreement, including assuming the promissory note for $21,750 between Delta 9 and the Company. See Notes 4 and 5.

 

As of March 22, 2018, the Company had a change of control. Therefore, on the date of the change of control, the Company will record a liability to Salvagno for $175,000 for his one year and nine months of service. See Note 4.

 

On March 22, 2018, Vyvyan Campbell resigned as a Director of the Company.

 

On March 22, 2018, Salvagno resigned as Chief Executive Officer, President, Secretary, Treasurer, Chief Financial Officer, and Chairman of the Board of the Company.

 

On March 22, 2018, Laura De Leon Castro was appointed as President, Secretary, Treasurer, Chief Financial Officer, and Chairman of the Board of the Company.

 

On March 22, 2018, the Company entered into a convertible promissory note with Power Up for $78,000. The note is due December 30, 2018, bears interest of 12%. As of this filing, the Company is in default of this note therefore, the interest will increase to 22%.

 

On March 23, 2018, Hemingway Holdings, LLC purchased the remaining balance of the Hoppel convertible note for $60,000 (see Note 3).

 

On March 25, 2018, the Company and Healthy Life Pets terminated its agreement. The termination included the Company returning back to Healthy Life Pets all of the intellectual property that was acquired. In exchange, Healthy Life Pets returned back to the Company and 500,000 shares of common stock issued to date, which was required to be returned to treasury stock, which, as of the date of this report, has not been done.

 

 15 
 

 

PETLIFE PHARMACEUTICALS, INC.

Notes to Condensed Consolidated Financial Statements

February 28, 2018

(unaudited)

 

On May 11, 2018, the Company executed a convertible promissory note for $30,500 with Power Up. The note, as of the date of this filing has not been funded due to required conditions not being met, which not be met until after this filing is complete. The note bears interest at 12% per year and is due on February 28, 2019.

 

On May 30, 2018, Laura De Leon Castro resigned all of her positions with the Company.

 

On May 30, 2018, Sebastian Serrell-Watts was appointed as President, Secretary, Treasurer, Chief Financial Officer, and Chairman of the Board of the Company.

 

On June 1, 2018, the Company executed a promissory note with Delta 9 whereas Delta 9 owes the Company $21,750 in lieu of funds advanced to Delta 9 for expenses which, as stated herein, were to be borne by Delta 9. The note is due on September 1, 2018 and accrues interest at a rate of 5%.

 

On June 4, 2018, the Company terminated the agreement with Delta 9. All stock owned by Delta 9, consisting of 100,000,000 shares of common stock, is to be returned to the Company for cancellation and recorded as treasury stock.

 

On June 4, 2018, the Company entered into a consulting agreement with Therapeutic Solutions Group, LLC (“TSG”), a Wyoming corporation, to perform the same tasks as Delta 9 had agreed to perform. The agreement is valid until all services have been provided to the Company or terminated by either party, whichever comes first. The agreement provides to TSG 100,000,000 shares of common stock thereby causing TSG to be holding the control block of the Company. TSG also agreed to assume the liability of the promissory note of Delta 9 for $21,750.

 

On June 27, 2018, the Company, with TSG, executed a joint venture agreement with Hemp, Inc., which included a ten-year land lease for 500 acres in North Carolina to grow hemp. The Company will receive 49% of the sales and has no cash exposure in 2018.

 

As of July 1, 2018, the Company has approximately 2,532,035 common shares issuable for legal services.

 

The Company is in process of determining the appropriate accounting for the change in control related to Delta 9 and TSG.

 

 16 
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

 

We believe that it is important to communicate our future expectations to our security holders and to the public. This report, therefore, contains statements about future events and expectations which are “forward-looking statements” within the meaning of Sections 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including the statements about our plans, objectives, expectations and prospects under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You can expect to identify these statements by forward-looking words such as “may,” “might,” “could,” “would,” “will,” “anticipate,” “believe,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek” and other similar expressions. Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.

 

Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in our Annual Report on Form 10-K for the fiscal year ended August 31, 2017 and in our subsequent filings with the Securities and Exchange Commission. The following discussion of our results of operations should be read together with our financial statements and related notes included elsewhere in this report.

 

Company Overview

 

PetLife Pharmaceuticals, Inc. (the “Company,” “we,” “our,” “PetLife”) was incorporated in the State of Nevada on April 5, 2002 as Aztek Ventures Inc. Effective November 13, 2007, we filed a Certificate of Amendment to our Articles of Incorporation to change our name to Genesis Uranium Corp. Effective April 21, 2008, we amended our Articles of Incorporation to change our name to Vault Technology, Inc. to reflect the change in our business focus beyond solely that of uranium exploration. Effective July 10, 2009, we filed a Certificate of Amendment to our Articles of Incorporation to change our name to “Modern Renewable Technologies, Inc.” (“Modern”). On May 27, 2011, Modern, merged with Eco Ventures Group, Inc., and the name of the Company was changed to Eco Ventures Group, Inc. On July 15, 2013, the Company entered into an Agreement and Plan of Merger with Clear TV Ventures, Inc. Under the terms of the merger, Clear TV became the surviving corporation. On June 26, 2014, Eco Ventures Group, Inc. entered into an Agreement and Plan of Merger with its subsidiary, PetLife Pharmaceuticals, Inc., a Nevada corporation, with PetLife Pharmaceuticals, Inc. being the surviving entity. As part of that merger, the name of the Company was changed to PetLife Pharmaceuticals, Inc. and each 15 shares of our common stock were exchanged for one share in the surviving company. Effective August 12, 2014, we completed the closing of the Share Exchange Agreement and the acquisition of PetLife and changed our name to PetLife Pharmaceuticals, Inc. On July 20, 2016, PetLife Pharmaceuticals, Inc. entered into an Agreement and Plan of Merger with its wholly-owned subsidiary, PetLife Merger Subsidiary, Inc., a Nevada corporation, with PetLife Merger Subsidiary, Inc. being the surviving entity. As part of that merger, the name of the PetLife Merger Subsidiary was changed back to PetLife Pharmaceuticals, Inc. The purpose of the subsidiary merger was to effectuate a 1 for 5 reverse exchange of PetLife’s common stock pursuant to the terms of the merger. The combined entities continue on public markets pursuant to Rule 12g-3 of the Securities Exchange Act of 1934, as amended.

 

PetLife is a registered U.S. Veterinary Pharmaceutical company whose mission is to bring its scientifically proven, potentiated bioactive medication and nutraceuticals, Vitalzul™, to the world of veterinary oncology. The Company specializes in the research, development, sales and support of advanced drugs and nutraceuticals for pet cancer and autoimmune related diseases such as arthritis.

 

Plan of Operations

 

We will be developing nutraceuticals and FDA approved prescription drugs for veterinary use for retail sales and distribution throughout the world.

 

PetLife’s primary goal is to bring its scientifically proven, potentiated bioactive medication and nutraceuticals to the world of veterinary oncology, with the ultimate goal of extending the life of pets with cancer and improving their quality of life. In the process of achieving these objectives, PetLife will transition into a world renowned, professionally respected veterinary pharmaceutical company that will create new industry standards as well as being profitable and innovative.

 

The following Management Discussion and Analysis should be read in conjunction with the financial statements and accompanying notes included in this Form 10-Q.

 

 17 
 

 

Results of Operations

 

For the three months ended February 28, 2018 and 2017

 

Revenue

 

The Company has no revenues for the three months ended February 28, 2018 and 2017.

 

Operating expenses

 

For the three months ended February 28, 2018 we incurred $182,670 in operating expenses as compared to $1,254,937 in operating expenses we incurred for the three months ended February 28, 2017. Operating expenses for the three months ended February 28, 2018 decreased primarily due to the decrease in stock-based compensation. Stock-based compensation made up $40,110 and $1,212,735 of operating expenses for the three months ended February 28, 2018 and 2017, respectively.

 

Net loss

 

We incurred a net loss of $427,064 for the three months ended February 28, 2018 as compared to $1,316,781 for the three months ended February 28, 2017. Net loss for the three months ended February 28, 2018 decreased primarily due to the decrease in stock-based compensation.

 

For the six months ended February 28, 2018 and 2017

 

Revenue

 

The Company has no revenues for the six months ended February 28, 2018 and 2017.

 

Operating expenses

 

For the six months ended February 28, 2018 we incurred $375,980 in operating expenses as compared to $20,368,405 in operating expenses we incurred for the six months ended February 28, 2017. Operating expenses for the six months ended February 28, 2018 decreased primarily due to the decrease in stock-based compensation of $19,918,425. Stock-based compensation made up $115,859 and $20,006,174 of operating expenses for the six months ended February 28, 2018 and 2017, respectively.

 

Net loss

 

We incurred a net loss of $893,724 for the six months ended February 28, 2018 as compared to $20,442,415 for the six months ended February 28, 2017. Net loss for the six months ended February 28, 2018 decreased primarily due to the decrease in stock-based compensation.

 

Liquidity and Capital Resources

 

We used cash in operations of $282,396 for the six months ended February 28, 2018 compared to cash used in operations of $339,409 for the six months ended February 28, 2017. The negative cash flow from operating activities for the six months ended February 28, 2017 is attributable to general and administrative costs such as professional fees and travel. Cash used in operations for the six months ended February 28, 2018 is attributable to the Company’s general and administrative expenses for the period then ended February 28, 2018.

 

We used cash in investing activities of $0 and $0 for the six months ended February 28, 2018 and 2017, respectively.

 

We had cash provided by financing activities of $236,000 for the six months ended February 28, 2018, compared to $338,682 for the six months ended February 28, 2017. During the six months ended February 28, 2018, the Company paid $34,000 on a note payable and received $270,000 from convertible notes payable.

 

We will have to raise funds to pay for our expenses. We may have to borrow money from shareholders or issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.

 

Going Concern

 

The Company has no revenues for the six months ended February 28, 2018, has a net loss for the six months ended February 28, 2018 of $893,724, and working capital deficit as of February 28, 2018 of $1,973,114, and used cash in operations of $282,398 for the six months ended February 28, 2018. In addition, as of February 28, 2018, the Company had a stockholders’ deficit and accumulated deficit of $1,973,114 and $31,281,904 respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to continue its operations is dependent on the execution of management’s plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the consolidated financial statements.

 

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There can be no assurances that the Company will be successful in generating additional cash from the equity/debt markets or other sources to be used for operations. The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Based on the Company’s current resources, the Company will not be able to continue to operate without additional immediate funding. Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary.

 

Off-Balance sheet Arrangements

 

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of 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. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions and conditions. We continue to monitor significant estimates made during the preparation of our financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.

 

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 1, “Summary of Significant Accounting Policies” in our audited financial statements for the year ended August 31, 2017, included in our Annual Report on Form 10-K as filed on December 14, 2017, for a discussion of our critical accounting policies and estimates.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are not effective as of such date. The Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiencies which represent a material weakness:

 

  1. The Company intends to appoint additional independent directors;
  2. Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;
  3. Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;
  4. Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.

 

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To remediate our internal control weaknesses, management intends to implement the following measures:

 

  ● The Company will add sufficient number of independent directors to the board and appoint additional member(s) to the Audit Committee.
  ● The Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.
  ● The Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting.
  ● Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.

 

The additional hiring is contingent upon the Company’s efforts to obtain additional funding through equity or debt and the results of its operations. Management expects to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.

 

Changes in Internal Control Over Financial Reporting

 

There are no changes in our internal controls over financial reporting other than as described elsewhere herein.

 

Limitations on the Effectiveness of Controls

 

The Company’s management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

There are no pending legal proceedings in which we are a party or in which any of our directors, officers or affiliates, any owner of record or beneficiary of more than 5% of any class of our voting securities is a party adverse to us or has a material interest adverse to us, except as follows:

 

Our property is not the subject of any pending legal proceedings.

 

Item 1A. Risk Factors.

 

Not required by smaller reporting companies.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

During the quarter ending February 28, 2018, the Company issued the following unregistered securities. These securities were issued in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, Regulation D promulgated thereunder as there was no general solicitation, and the transactions did not involve a public offering.

 

During the six months ended February 28, 2018, the Company issued 349,594 common shares valued at $24,000 for legal services.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

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Item 6. Exhibits

 

The following exhibits are filed as part of this quarterly report on Form 10-Q:

 

Exhibit No.   Description
2.1   Agreement and Plan of Merger dated as of June 26, 2014 between Eco Ventures Group, Inc. and PetLife Pharmaceuticals, Inc. (incorporated by reference to our Form 8-K filed on April 8, 2014).
3.2   Bylaws (incorporated by reference to our Form 10-K filed on December 16, 2014)
3.3   Articles of Merger (incorporated by reference to our Current Report on Form 8-K, filed on February 25, 2015)
3.4   Certificate of Amendment (incorporated by reference to our Current Report on Form 8-K, filed on June 9, 2016)
10.1   Reorganization Agreement dated as of April 28, 2014 by and between Eco Ventures Group, Inc. and PetLife Corporation (incorporated by reference to our Form 8-K filed on April 8, 2014).
10.2   Patent License Agreement dated as of August 1, 2014 between Arthur Grant Mikaelian and PetLife Pharmaceuticals, Inc. (incorporated by reference to our Form 8-K filed on April 8, 2014).
10.3   Manufacturing Agreement dated as of May 8, 2014 between PetLife Corporation and Samson Pharmaceuticals, Inc. (incorporated by reference to our Form 8-K filed on April 8, 2014).
10.4   Employment agreement with Ralph Salvagno, MD, the Chief Executive Officer, dated June 9, 2016 (incorporated by reference to our Form 10-Q for the period ended February 28, 2017, filed on April 14, 2017).
10.5   Employment agreement with Geoffrey Broderick, Jr., the President, dated January 18, 2017 (incorporated by reference to our Form 10-Q for the period ended February 28, 2017, filed on April 14, 2017).
10.6   Stock Option Plan dated June 9, 2016 (incorporated by reference to our Form 10-Q for the period ended February 28, 2017, filed on April 14, 2017).
10.7   Asset Purchase Agreement between Healthy Life Pets, LLC and Dr. Geoff’s by PetLife, Inc. (incorporated by reference to our Form 8-K filed on May 25, 2017).
10.8   Supply Agreement between Healthy Life Pets, LLC and Dr. Geoff’s by PetLife, Inc. (incorporated by reference to our Form 8-K filed on May 25, 2017).
10.9   Leak Out Agreement between Healthy Life Pets, LLC and Dr. Geoff’s by PetLife, Inc. and PetLife Pharmaceuticals, Inc. (incorporated by reference to our Form 8-K filed on May 25, 2017).
10.10   Assignment Agreement between PetLife Pharmaceuticals, Inc. and Dr. Ralph T. Salvagno dated May 22, 2017 (incorporated by reference to our Form 8-K filed on May 31, 2017).
10.11   Assignment Agreement between PetLife Pharmaceuticals, Inc. and Dr. Vivekananda Ramana dated May 22, 2017 (incorporated by reference to our Form 8-K filed on May 31, 2017).
10.12   Assignment Agreement between PetLife Pharmaceuticals, Inc. and Dr. Baidvanath Mishra dated May 22, 2017 (incorporated by reference to our Form 8-K filed on May 31, 2017).
31 (1)   Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
32 (1)   Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS   XBRL Instance Document
101.SCH   XBRL Taxonomy Extension Schema Document
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

(1) Filed herewith

 

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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.

 

Dated: July 17, 2018 PetLife Pharmaceuticals, Inc.
  (the registrant)
     
  By: /s/ Sebastian Serrell-Watts
    Sebastian Serrell-Watts
    Chief Executive Officer and Chief Financial Officer

 

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