UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2013
o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from _________ to _________
Commission File Number: 000-54738
PHARMA INVESTING NEWS, INC.
(Name of Small Business Issuer in its charter)
Nevada | 32-0337695 |
(state or other jurisdiction of incorporation or organization) | (I.R.S. Employer I.D. No.) |
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9107 Wilshire Blvd. Suite 450 Beverly Hills, California | 90210 |
(Address of principal executive offices) | (Zip Code) |
1-888-267-1175
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
APPLICABLE ONLY TO CORPORATE ISSUERS
As of July 19, 2013 the registrant had 10,361,015 shares of common stock outstanding.
PHARMA INVESTING NEWS, INC.
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION |
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Item 1. |
| Condensed Financial Statements (unaudited) |
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| Condensed Balance Sheets |
| F-1 |
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| Condensed Statements of Operations |
| F-2 |
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| Condensed Statements of Cash Flows |
| F-3 |
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| Notes to Condensed Financial Statements |
| F-4 |
Item 2. |
| Management Discussion & Analysis of Financial Condition and Results of Operations |
| 4 |
Item 3. |
| Quantitative and Qualitative Disclosures About Market Risk |
| 6 |
Item 4. |
| Controls and Procedures |
| 6 |
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PART II - OTHER INFORMATION |
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Item 1. |
| Legal Proceedings |
| 8 |
Item 2. |
| Unregistered Sales of Equity Securities and Use of Proceeds |
| 8 |
Item 3. |
| Defaults Upon Senior Securities |
| 8 |
Item 4. |
| Mine Safety Disclosures |
| 8 |
Item 5. |
| Other information |
| 8 |
Item 6. |
| Exhibits |
| 9 |
2 |
PART I FINANCIAL INFORMATION
PHARMA INVESTING NEWS, INC.
(A Development Stage Company)
Condensed Financial Statements
For the Period Ended May 31, 2013
(unaudited)
Condensed Balance Sheets (unaudited)
F-1
Condensed Statements of Operations (unaudited)
F-2
Condensed Statements of Cash Flows (unaudited)
F-3
Notes to the Condensed Financial Statements (unaudited)
F-4
3 |
PHARMA INVESTING NEWS, INC.
(A Development Stage Company)
Condensed Balance Sheets
(Expressed in US dollars)
| May 31, 2013 $ (unaudited) |
| February 28, 2013 $ |
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ASSETS |
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Cash | |
| 33 |
Prepaid Expenses | 664,201 |
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Total Assets | 664,201 |
| 33 |
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LIABILITIES |
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Current Liabilities |
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Accounts payable and accrued liabilities | 2,361 |
| 9,113 |
Due to related parties | 70,997 |
| 56,685 |
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Total Liabilities | 73,358 |
| 65,798 |
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STOCKHOLDERS DEFICIT |
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Preferred Stock |
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Authorized: 10,000,000 preferred shares with a par value of $0.001 per share |
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Issued and outstanding: nil preferred shares | |
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Common Stock |
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Authorized: 290,000,000 common shares with a par value of $0.001 per share |
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Issued and outstanding: 15,361,015 and 5,361,015 common shares, respectively | 15,361 |
| 5,361 |
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Additional paid-in capital | 711,416 |
| 19,909 |
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Accumulated deficit during the development stage | (135,934) |
| (91,035) |
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Total Stockholders Deficit | (590,843) |
| (65,765) |
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Total Liabilities and Stockholders Deficit | (664,201) |
| 33 |
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(The accompanying notes are an integral part of these condensed financial statements)
F-1 |
4
PHARMA INVESTING NEWS, INC.
(A Development Stage Company)
Condensed Statements of Operations
(Expressed in US dollars)
(unaudited)
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| For the Three Months Ended May 31, 2013 $ | For the Three Months Ended May 31, 2012 $ | Accumulated from February 8, 2011 (date of inception) to May 31, 2013 $ |
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Revenues | | | |
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Operating Expenses |
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Consulting fees | 35,799 | | 40,799 |
General and administrative | 293 | 472 | 9,387 |
Professional fees | 8,807 | 15,792 | 125,248 |
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Total Operating Expenses | 44,899 | 16,264 | 175,434 |
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Net Loss before Other Income | (44,899) | (16,264) | (175,434) |
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Other Income |
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Gain on settlement of debt | | | 39,500 |
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Net Loss | (44,899) | (16,264) | (135,934) |
Net Loss per Share Basic and Diluted | - | |
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Weighted Average Shares Outstanding Basic and Diluted | 11,447,942 | 5,232,931 |
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(The accompanying notes are an integral part of these condensed financial statements)
F-2 |
PHARMA INVESTING NEWS, INC.
(A Development Stage Company)
Condensed Statements of Cash Flows
(Expressed in US dollars)
(unaudited)
| For the Three Months Ended May 31, 2013 $ | For the Three Months Ended May 31, 2012 $ | Accumulated from February 8, May 31, 2013 $ |
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Operating Activities |
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Net loss for the period | (44,899) | (16,264) | (135,934) |
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Adjustments to reconcile net loss to cash used in operating activities: |
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Gain on settlement of debt | | | (39,500) |
Expenses paid by related party | 15,852 | | 59,669 |
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Changes in operating assets and liabilities: |
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Prepaid expenses | 35,799 | | (664,201) |
Accounts payable and accrued liabilities | (6,752) | 11,820 | 41,861 |
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Net Cash Used In Operating Activities | | (3,944) | (38,105) |
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Financing Activities |
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Proceeds from issuance of shares | | 12,551 | 25,270 |
Proceeds from related party | | | 30,954 |
Repayments to related party | (33) | (18,000) | (18,119) |
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Net Cash Provided by (Used in) Financing Activities | (33) | (5,449) | 38,105 |
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Increase (Decrease) in Cash | (33) | (9,393) | |
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Cash Beginning of Period | 33 | 12,386 | |
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Cash End of Period | | 2,993 | |
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Non-cash Investing and Financing Activities |
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Forgiveness of related party debt | 1,507 | | 1,507 |
Common stock issued for prepaid services | 700,000 |
| 700,000 |
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Supplemental Disclosures |
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Interest paid | | | |
Income tax paid | | | |
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(The accompanying notes are an integral part of these condensed financial statements)
F-3 |
PHARMA INVESTING NEWS, INC.
(A Development Stage Company)
Notes to the Condensed Financial Statements
May 31, 2013
(Expressed in US dollars)
(unaudited)
1.
Nature of Operations and Continuance of Business
Pharma Investing News, Inc. (the Company) was incorporated in the State of Nevada on February 8, 2011. The Company is a Development Stage Company, as defined by Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 915, Development Stage Entities.
Going Concern
These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of May 31, 2013, the Company has not recognized any revenue, and has a working capital of $590,843 and an accumulated deficit of $135,934. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Companys future operations. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
2.
Summary of Significant Accounting Policies
a)
Basis of Presentation
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (US GAAP) and are expressed in U.S. dollars. The Companys fiscal year end is February 28.
b)
Interim Financial Statements
These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Companys audited financial statements and notes thereto for the year ended February 28, 2013.
The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Companys financial position at May 31, 2013, and the results of its operations and cash flows for the three month periods ended May 31, 2013 and 2012. The results of operations for the period ended May 31, 2013 are not necessarily indicative of the results to be expected for future quarters or the full year.
F-4 |
PHARMA INVESTING NEWS, INC.
(A Development Stage Company)
Notes to the Condensed Financial Statements
May 31, 2013
(Expressed in US dollars)
(unaudited)
2.
Summary of Significant Accounting Policies (continued)
c)
Use of Estimates
The preparation of financial statements in conformity with US GAAP 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. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
d)
Cash and cash equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
e)
Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and diluted earnings per share result in the same figure.
f)
Financial Instruments
Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
F-5 |
PHARMA INVESTING NEWS, INC.
(A Development Stage Company)
Notes to the Condensed Financial Statements
May 31, 2013
(Expressed in US dollars)
(unaudited)
2.
Summary of Significant Accounting Policies (continued)
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Companys financial instruments consist principally of cash, accounts payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
g)
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
3.
Related Party Transactions
(a)
As at May 31, 2013, the Company owes $72,503 (2012 - $nil) to the President and Director of the Company for operating expenditures. The amounts owing are unsecured, non-interest bearing, and due on demand.
(b)
During the period ended May 31, 2013, the Company made cash payments of $33 and its former President and Director forgave $1,507 of amounts owed from the Company, which has been recorded as additional paid-in capital. The remaining balance of $55,145 was reassigned from the former CEO to another related party of the Company.
4.
Common Shares
(a)
On April 5, 2013, the Company issued 10,000,000 common shares with a fair value of $700,000 to a company controlled by an officer or director of the Company for consulting and management fees.
5.
Subsequent Events
On July 15, 2013, the Company cancelled 5,000,000 shares owned by its former director.
We have evaluated subsequent events through the date of issuance of the financial statements, and did not have any additional material recognizable subsequent events.
F-6 |
ITEM 2 - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Safe Harbor Statement
This report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are forward-looking statements for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.
These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs, and risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Form 10-Q. The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.
Overview
We were incorporated pursuant to the laws of the State of Nevada on February 8, 2011. We are a startup company and have not realized any revenues. Our efforts, to date, have focused primarily on the development and implementation of our business plan.
Liquidity and Capital Resources
As of May 31, 2013, we had cash and cash equivalents of $nil and working capital of $590,843. As of May 31, 2013 our accumulated deficit was $135,934. For the three months ended May 31, 2013 our net loss was $44,899 compared to a net loss $16,264 during the same period in 2012. This increase was due to an increase in consulting fees.
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We used net cash of $nil in operating activities for the three months ended May 31, 2013 compared to using net cash of $3,944 in operating activities for the same period in 2012. We did not use any money in investing activities for the three months ended May 31, 2013 or the same period ending in 2012. We used net cash of $33 from financing activities for the three months ended May 31, 2013 compared using net cash of $5,449 in financing activities for the same period in 2012.
These financial statements have been prepared on the assumption that we are a going concern, meaning we will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate when a company is not expected to continue operations for the foreseeable future. Our continuation as a going concern is dependent upon our ability to attain profitable operations and generate funds there-from, and/or raise equity capital or borrowings sufficient to meet current and future obligations. Management plans to raise equity financings over the next twelve months to finance operations. There is no guarantee that we will be able to complete any of these objectives. We have incurred losses from operations since inception and at May 31, 2013, have an accumulated deficit that creates substantial doubt about our ability to continue as a going concern.
Results of Operations for the three months ended May 31, 2013 compared to the three months ended May 31, 2012 and from inception to May 31, 2013.
No Revenues
Since our inception on February 8, 2011 to May 31, 2013, we have not yet earned any revenues. As of May 31, 2013, we have an accumulated deficit of $135,934 and we did not earn any revenues during the three months ending on May 31, 2013. At this time, our ability to generate any significant revenues continues to be uncertain. Our financial statements contain an additional explanatory paragraph in Note 1, which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.
Net Loss
We incurred a net loss of $44,899 for the three months ended May 31, 2013, compared to a net loss of $16,264 for the same period in 2012. This increase in net loss was due to an increase in consulting fees. From inception on February 8, 2011 to May 31, 2013, we have incurred a net loss of $135,934. Our basic and diluted loss per share was $0.00 for the three months ended May 31, 2013, and $0.00 for the same period in 2012.
5 |
Expenses
Our total operating expenses increased from $16,264 to $44,899 for the three months ended May 31, 2013 compared to the same period in 2012. This increase in expenses is mostly due to higher consulting fees. Since our inception on February 8, 2011 to May 31, 2013, we have incurred total operating expenses of $135,934.
Inflation
The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.
Off-Balance Sheet Arrangements
As of May 31, 2013, we had no off-balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Management's Report on Internal Control over Financial Reporting.
Our Internal control over financial reporting is a process that, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, was designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our trustees; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that our controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As management, it is our responsibility to establish and maintain adequate internal control over financial reporting. As of May 31, 2013, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our internal control over financial reporting using criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our evaluation, we concluded that the Company maintained ineffective internal control over financial reporting as of May 31, 2013, based on criteria established in the Internal Control Integrated Framework issued by the COSO.
This quarterly report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant
to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this quarterly report.
Evaluation of disclosure controls and procedures.
As of May 31, 2013, the Company's chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of the date of filing this annual report applicable for the period covered by this report.
Changes in internal controls.
During the period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of July 18, 2013 there are no material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we or any of our subsidiaries are a party or of which any of our properties is the subject. Also, our management is not aware of any legal proceedings contemplated by any governmental authority against us.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
ITEM 5. OTHER INFORMATION
On April 15, 2013, a change of control occurred when we issued 10,000,000 million shares to Castor Management Services Inc. pursuant to a Consulting Agreement dated April 5, 2013 (the Agreement). Pursuant to the Agreement Castor will provide financial and business development services to the Company for a period of three years.
On July 15, 2013, our transfer agent processed request from our former officer and director Robert Lawrence to cancel all of his 5,000,000 issued and outstanding shares. These shares were cancelled and returned back to treasury.
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ITEM 6. EXHIBITS
Exhibit | Exhibit |
Number | Description |
EX-101.INS | XBRL Instance Document |
EX-101.SCH | XBRL Taxonomy Extension Schema |
EX-101.CAL | XBRL Taxonomy Extension Calculation Linkbase |
EX-101.LAB | XBRL Taxonomy Extension Label Linkbase |
EX-101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
EX-101.DEF | XBRL Taxonomy Extension Definition Linkbase |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.
PHARMA INVESTING NEWS, INC.
Date: July 22, 2013 |
| By: | /s/ Robert Kane |
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| Robert Kane |
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| President, Chief Executive |
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| Officer and Director |
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Date: July 22, 2013 |
| By: | /s/ Chad Johnson |
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| Chad Johnson |
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| Chief Financial Officer |
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| and Director |
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Exhibit 31.1
Certification of the Chief Executive Officer Pursuant to Rule 13a-14 or 15d-14 of
the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
I, Robert Kane, certify that:
1 | I have reviewed this Quarterly Report on Form 10-Q of Pharma Investing News, Inc. |
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2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
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3 | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report. |
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4 | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrant and have: |
| a | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| b | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c | Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| d | Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the period covered by the quarter report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting. |
5 | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing the equivalent functions): |
| a | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize and report financial information; and |
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| b | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control over financial reporting. |
By: /s/ Robert Kane
Robert Kane
President and Chief Executive Officer
July 22, 2013
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Exhibit 31.2
Certification of the Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the
Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
I, Chad Johnson, certify that:
1 | I have reviewed this Quarterly Report on Form 10-Q of Pharma Investing News, Inc. |
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2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
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3 | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report. |
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4 | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrant and have: |
| a | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| b | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c | Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| d | Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the period covered by the quarter report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting. |
5 | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing the equivalent functions): |
| a | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize and report financial information; and |
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| b | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control over financial reporting. |
By: /s/ Chad Johnson
Chad Johnson
Chief Financial Officer and Director
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Exhibit 32.1 |
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Certification Pursuant to18 U.S.C. Section 1350 as Adopted Pursuant to |
Section 906 of the Sarbanes-Oxley Act of 2002 |
In connection with the Quarterly Report of Pharma Investing News, Inc., (the Company) on Form 10-Q for the period ended May 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Robert Kane, Chief Executive Officer of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1 | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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2 | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
By: /s/ Robert Kane
Robert Kane
President and Chief Executive Officer
July 22, 2013
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Exhibit 32.2 |
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Certification Pursuant to18 U.S.C. Section 1350 as Adopted Pursuant to |
Section 906 of the Sarbanes-Oxley Act of 2002 |
In connection with the Quarterly Report of Pharma Investing News, Inc., (the Company) on Form 10-Q for the period ended May 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Chad Johnson, Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1 | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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2 | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
By: /s/ Chad Johnson
Chad Johnson
Chief Financial Officer
July 22, 2013
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Statements of Operations (USD $)
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3 Months Ended | 28 Months Ended | |
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May 31, 2013
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May 31, 2012
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May 31, 2013
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Statements of Operations [Abstract] | |||
Revenues | |||
Operating Expenses | |||
Consulting fees | 35,799 | 40,799 | |
General and administrative | 293 | 472 | 9,387 |
Professional fees | 8,807 | 15,792 | 125,248 |
Total Operating Expenses | 44,899 | 16,264 | 175,434 |
Net Loss before Other Income | (44,899) | (16,264) | (175,434) |
Other Income | |||
Gain on settlement of debt | 39,500 | ||
Net Loss | $ (44,899) | $ (16,264) | $ (135,934) |
Net Loss per Share-Basic and Diluted | |||
Weighted Average Shares Outstanding-Basic and Diluted | 11,447,942 | 5,232,931 |
Subsequent Events
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3 Months Ended | ||
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May 31, 2013
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Subsequent Events [Abstract] | |||
Subsequent Events |
On July 15, 2013, the Company cancelled 5,000,000 shares owned by its former director.
We have evaluated subsequent events through the date of issuance of the financial statements, and did not have any additional material recognizable subsequent events. |
Nature of Operations and Continuance of Business
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3 Months Ended | ||
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May 31, 2013
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Nature of Operations and Continuance of Business [Abstract] | |||
Nature of Operations and Continuance of Business |
Pharma Investing News, Inc. (the “Company”) was incorporated in the State of Nevada on February 8, 2011. The Company is a Development Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities.
Going Concern
These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of May 31, 2013, the Company has not recognized any revenue, and has a working capital of $590,843 and an accumulated deficit of $135,934. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Related Party Transactions
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3 Months Ended | ||||||||
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May 31, 2013
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Related Party Transactions [Abstract] | |||||||||
Related Party Transactions |
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Summary of Significant Accounting Policies (Policies)
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3 Months Ended | ||
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May 31, 2013
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Summary of Significant Accounting Policies [Abstract] | |||
Basis of Presentation |
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is February 28. |
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Interim Financial Statements |
These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended February 28, 2013.
The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at May 31, 2013, and the results of its operations and cash flows for the three month periods ended May 31, 2013 and 2012. The results of operations for the period ended May 31, 2013 are not necessarily indicative of the results to be expected for future quarters or the full year. |
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Use of Estimates |
The preparation of financial statements in conformity with US GAAP 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. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
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Cash and cash equivalents |
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. |
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Basic and Diluted Net Loss per Share |
The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and diluted earnings per share result in the same figure. |
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Financial Instruments |
Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. |
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Recent Accounting Pronouncements |
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Common Shares
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3 Months Ended | |||||
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May 31, 2013
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Common Shares [Abstract] | ||||||
Common Shares |
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