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 November 30, 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
(Registrant’s 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 January 20, 2014 the registrant had 10,361,015 shares of common stock outstanding.
PHARMA INVESTING NEWS, INC.
FORM 10-Q
For the Period Ended November 30, 2013
TABLE OF CONTENTS
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| PART I FINANCIAL INFORMATION | |
| Item 1. Condensed Financial Statement | 3 |
| Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 4 |
| Item 3. Quantitative and Qualitative Disclosures about Market Risk | 6 |
| Item 4. Controls and Procedures | |
| PART II OTHER INFORMATION | |
| Item 1. Legal Proceedings | 7 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 7 |
| Item 3. Defaults Upon Senior Securities | 7 |
| Item 4. Submission of Matters to a Vote of Security Holders | 7 |
| Item 5. Other Information | 7 |
| Item 6. Exhibits and Certifications | 8 |
2
ITEM 1. CONDENSED FINANCIAL STATEMENTS
PHARMA INVESTING NEWS, INC.
PHARMA INVESTING NEWS, INC.
(A Development Stage Company)
Condensed Financial Statements
For the Period Ended November 30, 2013
(unaudited)
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| Page No. |
| Condensed Balance Sheets as at November 30, 2013 and February 28, 2013 | F-2 |
| Condensed Statements of Operations for the three and nine months ended November 30, 2013 and 2012 and from inception February 8, 2011 to November 30, 2013 | F-3 |
| Condensed Statements of Cash Flows for the nine months ended November 30, 2013 and 2012 and from inception February 8, 2011 to November 30, 2013 | F-4 |
| Notes to Condensed Financial Statements | F-5 |
3
PHARMA INVESTING NEWS, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
(Expressed in US dollars)
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| November 30, 2013 $ (unaudited) |
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February 28, 2013 $ |
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| ASSETS |
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| Cash | – |
| 33 |
| Prepaid consulting | 549,397 |
| – |
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| Total Current Assets | 549,397 |
| 33 |
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| LIABILITIES |
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| Current Liabilities |
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| Accounts payable and accrued liabilities | 14,241 |
| 9,113 |
| Due to related parties | – |
| 56,685 |
| Notes payable | 75,059 |
| – |
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| Total Current Liabilities | 89,300 |
| 65,798 |
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| STOCKHOLDERS’ EQUITY (DEFICIT) |
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| Preferred Stock, $0.001 par value, 10,000,000 shares authorized, |
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| Nil preferred shares issued and outstanding as November 30, 2013 and February 28, 2013. | – |
| – |
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| Common Stock, $0.001 par value, 290,000,000 authorized, |
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| 10,361,015 common shares issued and outstanding at November 30, 2013 and 5,361,015 at February 28, 2013 | 10,361 |
| 5,361 |
| Additional paid-in capital | 716,416 |
| 19,909 |
| Accumulated deficit | (266,680) |
| (91,035) |
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| Total Stockholders’ Equity (Deficit) | 460,097 |
| (65,765) |
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| Total Liabilities and Stockholders’ Equity (Deficit) | 549,397 |
| 33 |
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(The accompanying notes are an integral part of these condensed financial statements)
F-1
PHARMA INVESTING NEWS, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED
November 30, 2013 and 2012
(Unaudited)
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| For the three months Ended November 30, | For the nine months Ended November 30, |
| Accumulated from February 8, 2011 | ||
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| 2013 $ | 2012 $ | 2013 $ | 2012 $ |
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| Revenues | – | – | – | – |
| – |
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| Operating Expenses |
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| Consulting fees | 58,999 | – | 150,603 | – |
| 155,603 |
| General and administrative | – | 413 | 4,219 | 2,372 |
| 13,313 |
| Professional fees | 5,739 | 5,292 | 20,751 | 31,876 |
| 137,192 |
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| Total Operating Expenses | 64,738 | 5,705 | 175,573 | 34,248 |
| 306,108 |
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| Net Loss before Other Income | (64,738) | (5,705) | (175,573) | (34,248) |
| (306,108) |
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| Other Income (expense) |
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| Gain on settlement of debt | – | – | – | 39,500 |
| 39,500 |
| Interest expense | (72) | – | (72) | – |
| (72) |
Total other income (expense) | (72) | – | (72) | 39,500 |
| 39,428 |
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| Net Income (Loss) | (64,810) | (5,705) | (175,645) | 5,252 |
| (266,680) |
| Net Loss per Share – Basic and Diluted | (0.01) | – | (0.02) | – |
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| Weighted Average Shares Outstanding – Basic and Diluted | 10,361,015 | 5,361,015 | 11,488,288 | 5,300,602 |
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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
FOR THE NINE MONTHS ENDED NOVEMBER 30, 2013 AND 2012
(Unaudited)
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| November 30, 2013 $ | November 30, 2012 $ | Accumulated from February 8, 2011 (date of inception) to November 30, 2013 $ |
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| CASH FLOWS FROM OPERATING ACTIVITIES: |
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| Net income (loss) | (175,645) | 5,252 | (266,680) |
| Adjustments to reconcile net loss to cash used in operating activities: |
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| Gain on settlement of debt | – | (39,500) | (39,500) |
| Expenses paid by related party | – | 35,500 | 43,817 |
| Expenses paid by third party | 19,914 | – | 19,914 |
| Common stock issued for services | 150,603 | – | 150,603 |
| Changes in operating assets and liabilities: |
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Accounts payable and accrued liabilities | 5,128 | (8,920) | 53,741 |
NET CASH USED IN OPERATING ACTIVITIES | - | (7,668) | (38,105) |
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| CASH FLOWS FROM FINANCING ACTIVITIES |
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| Proceeds from issuance of common shares | – | 12,551 | 25,270 |
| Repayments on notes payable | (33) | – | (33) |
| Proceeds from related party notes payable | – | 840 | 30,954 |
Repayments to related party notes payable | – | (18,086) | (18,086) |
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NET CASH PROVIDED BY FINANCING ACTIVITIES | (33) | (4,695) | 38,105 |
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| NET INCREASE (DECREASE) IN CASH | (33) | (12,363) | – |
CASH, BEGINNING OF PERIOD | 33 | 12,386 | – |
CASH, END OF PERIOD | – | 23 | – |
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| SUPPLEMENTAL CASH FLOW INFORMATION: |
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| Common stock issued for services | 700,000 | – | 700,000 |
| Cancellation of shares | 5,000 | – | 5,000 |
| Forgiveness of related party debt | 1,507 | – | 1,507 |
| Assignment of related party debt to non-related party | 55,145 | – | 55,145 |
(The accompanying notes are an integral part of these condensed financial statements)
F-3
PHARMA INVESTING NEWS, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and General Description of Business
Pharma Investing News, Inc. (the “Company”) was incorporated in the State of Nevada on February 8, 2011. On December 18, 2013, the Company changed its name from Pharma Investing News, Inc. to ImmunoClin Corporation. The Company is a Development Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities.
The Company is in the process of filing with FINRA to enact the name change to ImmunoClin Corporation and file for a stock symbol change.
B. Basis of Presentation
These condensed financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year end is February 28.
C. Interim Financial Reporting
While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with generally accepted accounting principles in the United States of America ("GAAP"). These interim financial statements follow the same accounting policies and methods of application as used in the February 28, 2013 audited financial statements of Pharma Investing News, Inc. (the “Company”). All adjustments are of a normal, recurring nature. Interim financial statements and the notes thereto do not contain all of the disclosures normally found in year-end audited financial statements and these Notes to Financial Statements are abbreviated and contain only certain disclosures related to the nine month periods ended November 30, 2013 and 2012. It is suggested that these interim financial statements be read in conjunction with the Company’s audited financial statements and related notes for the year ended February 28, 2013 included in our Form 10-K, filed with the Securities Exchange Commission on June 13, 2013. Operating results for the three and nine months ended November 30, 2013 are not necessarily indicative of the results that can be expected for the year ending February 28, 2014.
F-4
D. Use of Estimates
The preparation of condensed financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the condensed financial statements in the period they are determined.
E. Basic and Diluted Net Income (Loss) Per Share
Under ASC 260, "Earnings Per Share" ("EPS"), the Company provides for the calculation of basic and diluted earnings per share. Basic EPS includes no dilution and is computed by dividing income or loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution of securities that could share in the earnings or losses of the entity. As of November 30, 2013 the Company had no potential dilutive securities.
F. Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
G. Fair Value Measurements
Under ASC Topic 820, the Company discloses the estimated fair values of financial instruments. The carrying amounts reported in the balance sheet for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value.
In accordance with the reporting requirements of ASC Topic 825, Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the condensed financial statements when the fair value is different than the carrying value of those financial instruments. The estimated fair value of other current assets and current liabilities approximate their carrying amounts due to the relatively short maturity of these instruments. None of these instruments are held for trading purposes.
F-5
H. Income Taxes
Under ASC Topic 740, “Income Taxes”, the Company is required to account for its income taxes through the establishment of a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carry forwards. Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets and liabilities for book and tax purposes during the year.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carry forwards. A valuation allowance is established to reduce that deferred tax asset if it is "more likely than not" that the related tax benefits will not be realized.
I. Unfiled Federal Tax Returns
For the years ending February 29, 2012 and February 28, 2013, the Company has not filed any federal tax returns. The Company estimates that the amount of penalties, if any, will not have a material effect on the results of operations, cash flows or financial position. No provisions have been made in the financial statements for such penalties, if any.
J. Stock-Based Compensation
Under ASC Topic 718, ‘‘Compensation-Stock Compensation’’, the Company is required to measure all employee share-based payments, including grants of employee stock options, using a fair-value-based method and the recording of such expense in the statements of operations. The Company has adopted ASC Topic 718 (SFAS 123R) as of January 1, 2006 and recognizes stock-based compensation expense using the modified prospective method.
K. Revenue Recognition
Revenue is recognized at the time the educational materials or online seminars are provided and billed to the customer and collection of such fee is reasonably assured. License fees and joint-venture profit sharing when evidenced by executed agreements, and other fees are recognized when earned and collection is reasonably assured.
F-6
L. Recent Accounting Pronouncements
During the nine months ended November 30, 2013 and through January 14, 2014, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements.
M. Reclassifications
For comparative purposes, certain prior period condensed financial statements items have been reclassified to conform with the current report classifications.
2. GOING CONCERN
The accompanying condensed financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate the continuation of the Company as a going concern. The Company reported an accumulated deficit of $266,680 and had a stockholders’ equity of $460,097 at November 30, 2013.
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.
F-7
3. RELATED PARTY TRANSACTIONS
During the period ended November 30, 2013, the Company made cash payments of $33 and its former President and Director forgave $1,506 of amounts owed from the Company, which has been recorded as additional paid-in capital. On April 25, 2013, $55,145 was reassigned from the former CEO/President and Director, Robert Lawrence to Jagpal Holdings, Inc., a non-related party (see Note 4).
As of November 30, 2013, the Company does not owe any monies to officers or directors of the Company.
4. NOTES PAYABLE
On November 30, 2013, $55,145 in notes payable are due to Jagpal Holdings, Inc. (see Note 3). During the nine months ended November 30, 2013, Jagpal Holdings, Inc. loaned the Company $17,852 through 3rd party payments to suppliers, secured by a promissory note on June 1, 2013. The notes are without interest and due and payable in 12 months on April 25, 2014 and June 1, 2014, respectively. On October 21, 2013, $2,062 was loaned to the Company by Intrinsic Venture Corp. through a payment to a supplier and was secured by a promissory note without interest and due and payable in 12 months on October 21, 2014.
As of November 30, 2013, a total of $75,059 (February 28, 2013: $0) of notes payable are due to lenders that are non-interest bearing and are due 12 months from the date of issue and loan origination beginning on April 25, 2014 through October 21, 2014.
5. EQUITY TRANSACTIONS
The Company is authorized to issue 290,000,000 shares of common stock with a par value of $0.001 per share. These shares have full voting rights. There were 10,361,015 issued and outstanding as of November 30, 2013.
The Company is also authorized to issue 10,000,000 shares of preferred stock, with a par value of $0.001 per share. There were 0 issued and outstanding as of November 30, 2013.
F-8
On April 5, 2013, the Company issued 10,000,000 shares of common stock with a fair market value of $700,000, or $0.07 per share, to Castor Management Services, Inc. for services rendered under a 3-year business and financial services contract.
On July 11, 2013, the former President/CEO and Director of the Company, Robert Lawrence, cancelled and returned to treasury 5,000,000 shares of common stock. The Company recorded $5,000 as additional paid-in-capital for the cancellation.
6. SUBSEQUENT EVENTS
On December 13, 2013, the Company entered into a Take Over Agreement (“TOA”) (Exhibit 99.1) with Immunoclin Limited (“IMC”), an England and Wales Corporation, to acquire 100% of the issued and outstanding shares of IMC from its founder and sole shareholder, Dr. Dorothy Bray, including all of its assets and liabilities (“Assets”), in exchange for the issuance of 10,000,000 shares of the Company’s common stock, with a fair market value of $20,000,000, based on the closing price of the Company’s stock on December 12, 2013. The Company is currently working to engage an independent valuator to assess the value of IMC transaction and will provide an allocation of goodwill and intangibles upon completion of the valuation.
On December 13, 2013, the Company entered into a Control Shareholder Agreement with controlling shareholders, pursuant to which 1,000,000 share of Series A Preferred Stock are to be issued for control services provided to the Company.
On December 13, 2013, the company entered into five-year (5) management agreements with Dr. Dorothy Bray (CEO/President and Director), Chad S. Johnson (COO, General Counsel, and Director), James Scott Munro (CFO), and Raymond Dabney (Managing Consultant) pursuant to which each executive and manager are to receive 1,000,000 Rule 144 restricted common shares of the Company common stock, followed by payments one year following the signing of the Agreement (considered November 30, 2014) of an identical stock bonus of an additional 1,000,000 Form S-8 common shares of the Company common stock and 1,000,000 Rule 144 restricted common shares of the Company common stock. The estimated fair value of each initial 1,000,000 common shares of stock compensation package is $2,000,000, based on the closing price of $2.00 per share for the Company’s stock on December 12, 2013. In addition, Dr. Bray and Mr. Munro are to each receive 1,000,000 Form S-8 common shares of the Company common stock in the Company with a fair market value of $2,000,000, or $2.00 per share. A Black-Scholes model will be used to verify the fair market value of the stock compensation under U.S. GAAP.
On December 18, 2013, the Company filed a Certificate of Amendment with the Nevada Secretary of State to enact the following changes to its Articles:
(i)Change the Company’s name to ImmunoClin Corporation.
(ii)Divide the ten million (10,000,000) shares of Preferred Stock previously authorized as follows:
Preferred Stock (current class). The total number of authorized Preferred Stock shall be nine million (9,000,000) shares, with the par value of $0.001 per share and one (1) vote per share. Series A Preferred Stock (new class). The total number of authorized Series A Preferred Stock shall be one million (1,000,000) shares, with par value of $0.001 per share and one thousand (1,000) votes per share.
In regards to the aforementioned subsequent events, refer to Form 8-K filed with the SEC on December 20, 2013, file no. 000-54738 for further details and agreements filed as exhibits thereto.
F-9
ITEM 2 - MANAGEMENT’S 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 November 30, 2013, we had cash and cash equivalents of $nil and working capital of $460,097. As of November 30, 2013 our accumulated deficit was $266,680. We used net cash of $19,914 in operating activities for the nine months ended November 30, 2013 compared to using net cash of $7,668 in operating activities for the same period in 2012. We did not use any money in investing activities for the nine months ended November 30, 2013 or the same period ending in 2012. The Company had net cash of $19,881 provided by financing activities for the Nine Months ended November 30, 2013 compared to $4,695 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 November 30, 2013, have an accumulated deficit that creates substantial doubt about our ability to continue as a going concern.
4
Results of Operations for the Nine Months Ended November 30, 2013 Compared to the Same Period in 2012, and From Inception to November 30, 2013
Revenues
We have not generated any revenues from February 8, 2011 (inception) to November 30, 2013.
Net Loss
For the nine months ended November 30, 2013 our net loss was $175,645 compared to net income of $5,252 for the comparable prior year period ended November 30, 2012. This decrease was due to a non-recurring gain on settlement of debt in 2012 and an increase in consulting fees for 2013. Since February 8, 2011 (date of inception) to November 30, 2013, we have accumulated net losses and a deficit of $266,680.
Expenses
Our total operating expenses for the nine months ended November 30, 2013 were $110,835 compared to $28,543, for the same period in 2012. The increase in our expenses during 2013 was attributable to an increase in our consulting fees. Our general and administrative expenses increased by $1,959 from $2,372 for the Nine Months ended November 30, 2012 compared to $4,219 for the Nine Months ended November 30, 2013. Our general and administrative expenses consist of professional fees, management and consulting fees, stock based compensation, bank charges, travel, meals and entertainment, rent, office maintenance, communications (cellular, internet, fax and telephone), courier, postage costs and office supplies.
Results of Operations for the three months ended November 30, 2013 compared to the three months ended November 30, 2012 and from inception to November 30, 2013.
No Revenues
Since our inception on February 8, 2011 to November 30, 2013, we have not yet earned any revenues. As of November 30, 2013, we have an accumulated deficit of $266,680. 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
For the three months ended November 30, 2013 our net loss was $64,810 compared to a net loss $5,705 during the same period in 2012. This increase was due to an increase in consulting fees. From inception on February 8, 2011 to November 30, 2013, we have incurred a net loss of $266,680. Our basic and diluted loss per share was $0.01 for the three months ended November 30, 2013, and $0.03 for the Nine Months for November 30, 2012.
Expenses
Our total operating expenses increased from $5,705 to $64,738 for the three months ended November 30, 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 November 30, 2013, we have incurred total operating expenses of $306,108.
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 November 30, 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.
5
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of November 30, 2013, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.
Changes in Internal Control over Financial Reporting
Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.
6
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
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
None.
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ITEM 6. EXHIBITS
| Exhibit | Exhibit |
| Number | Description |
| 31.1 | Certification of the Chief Executive Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certification of the Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 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: January 21, 2014 |
| By: | Dr. Dorothy Bray |
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| Dr. Dorothy Bray |
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| President, Chief Executive |
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| Officer and Director |
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| Date: January 21, 2014 |
| By: | J. Scott Munro |
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| J. Scott Munro |
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| Chief Financial Officer |
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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, Dorothy Bray 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: |
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| 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 Registrant’s 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 Registrant’s 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 Registrant’s internal control over financial reporting. |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
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| 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 Registrant’s 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 Registrant’s internal control over financial reporting. |
/s/ Dr. Dorothy Bray Dr. Dorothy Bray President, Chief Executive Officer and Director
Janaury 21, 2014
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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, Scott Munro, 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: |
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| 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 Registrant’s 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 Registrant’s 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 Registrant’s internal control over financial reporting. |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
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| 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 Registrant’s 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 Registrant’s internal control over financial reporting. |
/s/ J. Scott Munro J. Scott Munro Chief Financial Officer
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| Exhibit 32.1 |
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| Certification Pursuant to18 U.S.C. Section 1350 as Adopted Pursuant to |
| Section 906of 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 Novermber 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dorothy Bray, 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/ Dr. Dorothy Bray
Dr. Dorothy Bray
President and Chief Executive Officer
Janaury 21, 2014
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| Exhibit 32.2 |
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| Certification Pursuant to18 U.S.C. Section 1350 as Adopted Pursuant to |
| Section 906of 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 Novemebr 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott Munro, 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/ J. Scott Munro
J. Scott Munro
Chief Financial Officer
January 21, 2014
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Notes Payable
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9 Months Ended |
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Nov. 30, 2013
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| Debt Disclosure [Abstract] | |
| Notes payable | 4. NOTES PAYABLE
On November 30, 2013, $55,145 in notes payable are due to Jagpal Holdings, Inc. (see Note 3). During the nine months ended November 30, 2013, Jagpal Holdings, Inc. loaned the Company $17,852 through 3rd party payments to suppliers, secured by a promissory note on June 1, 2013. The notes are without interest and due and payable in 12 months on April 25, 2014 and June 1, 2014, respectively. On October 21, 2013, $2,062 was loaned to the Company by Intrinsic Venture Corp. through a payment to a supplier and was secured by a promissory note without interest and due and payable in 12 months on October 21, 2014.
As of November 30, 2013, a total of $75,059 (February 28, 2013: $0) of notes payable are due to lenders that are non-interest bearing and are due 12 months from the date of issue and loan origination beginning on April 25, 2014 through October 21, 2014.
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