EASTON PHARMACEUTICALS INC. - Quarter Report: 2021 June (Form 10-Q)

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

• Item 1. Unaudited Interim Consolidated Financial Statements
• Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
• Item 3. Quantitative and Qualitative Disclosures About Market Risk
• Item 4. Controls and Procedures

PART II – OTHER INFORMATION

• Item 1. Legal Proceedings
• Item 1A. Risk Factors
• Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
• Item 3. Defaults Upon Senior Securities
• Item 4. Mine Safety Disclosures
• Item 5. Other Information
• Item 6. Exhibits

SIGNATURES

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PARALLEL INDUSTRIES INC. formerly
Easton Pharmaceuticals Inc.

Financial Statements
For the Quarter Ended June 30, 2021
(Expressed in US dollars)
(unaudited)

Table of Contents

• Balance Sheets
• Statement of Operations
• Statement of Stockholders’ Equity (Deficit)
• Statement of Cash Flows
• Notes to Financial Statements

Balance Sheets

Statement of Operations

Statement of Stockholders’ Equity (Deficit)

Statement of Cash Flows

Notes to Financial Statements

1. General

   Parallel Industries Inc., formerly EASTON PHARMACEUTICALS, Inc. (the “Company”) changed its name from Easton Pharmaceuticals Inc. to Parallel Industries Inc. on December 23, 2020. The Company was initially formed as L.A.M. Pharmaceutical, Corp. (the “LLC”) on July 24, 1998. From February 1, 1994 to July 24, 1998 the Company conducted its activities under the name RDN. In September 1998, the members of LLC, a Florida limited liability company, exchanged all of their interests in LLC for 6,000,000 shares of LAM Industries Inc’s common stock. The stock exchange between the Company and the members of LLC is considered a recapitalization or reverse acquisition. Under reverse acquisition accounting, LLC was considered the acquirer for accounting and financial reporting purposes and acquired the assets and assumed the liabilities of the Company. In 2009 the Company reorganized in the state of Delaware and changed its name to LAM Industries, Inc. On March 17, 2010 the Company and its shareholders again approved and implemented a name change from LAM Industries Inc. to Easton Pharmaceuticals, Inc. and subsequently registered with FINRA for a new stock symbol. The Company’s stock symbol was changed from LAIC to EAPH. In August of 2012, the company approved and changed corporate domicile from the State of Delaware to the State of Wyoming. The company is currently registered in the State of Wyoming.

2. Nature of Operations and Summary of Significant Accounting Policies

   The Company serves the healthcare market internationally. The Company’s corporate objective is to develop, license, produce and market prescription and over-the-counter products. In 2018, Easton’s board of directors decided to diversify the Company’s activities and enter new market segments, including real estate development, food and beverage and cannabis, through a combination of strategic acquisitions and joint ventures.

   Revenue Recognition

   Royalty Revenue Recognition - The Company recognizes royalty revenue based on royalty reports or related information received from the licensee and when collectability is reasonably assured.

   Sales Revenue Recognition - The Company recognizes sales revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable when the product has been shipped to the customer, the sales price is fixed or determinable and collectability is reasonably assured. The Company reduces revenue for estimated customer returns.

   Method of Accounting

   The Company maintains its books and prepares its financial statements on the accrual basis of accounting.

   Use of Estimates

   The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expense during the reporting period. Actual results can differ from those estimates.

   Concentrations of Credit Risk

   Financial instruments which potentially expose the Company to significant concentrations of credit risk consist principally of bank deposits. Cash is placed primarily in high quality short-term interest-bearing financial instruments.

   Cash and Cash Equivalents

   Cash and cash equivalents include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less. The Company maintains cash and cash equivalents at financial institutions that periodically may exceed federally insured amounts.

   Inventory

   Inventory is comprised of finished goods and raw materials and is stated at the lower of cost or market. Cost is determined by the first-in, first-out method and market is based on the lower of replacement cost or net realizable value. If the cost of the inventories exceeds expected market value, provisions are recorded currently for the difference between the cost and the market value. These provisions are determined based on estimates. The valuation of inventories also requires the Company to estimate excess inventories and inventories that are not saleable. The determination of excess or non-saleable inventories requires the Company to estimate the future demand for the Company’s product and consider the shelf life of the inventory. If actual demand is less than the Company’s estimated demand, we could be required to record inventory reserves, which would have an adverse impact on the Company’s results of operations. The Company anticipates that its inventory will be consumed through sales and marketing efforts prior to its expiry.

   Property and equipment

   Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the statements of operations.

   Rate of depreciation	%
   Production equipment	20-33
   Furniture and equipment	7-15
   Computers	33
   Vehicle	15

   Impairment of long-lived assets

   The Company’s long-lived assets are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. To date the Company has not incurred any impairment losses.

   Investment in other companies

   Equity investments without readily determinable fair values are measured at cost, less impairment, and plus or minus subsequent adjustments for observable price changes. Periodic changes in the basis of these equity investments are reported in current earnings. In addition, at each reporting period a qualitative assessment is performed to identify impairment. When a qualitative assessment indicates an impairment exists, the Company estimates the fair value of the investment and recognizes in current earnings an impairment loss equal to the difference between the fair value and the carrying amount of the equity investment.

   Income taxes

   The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowance in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets is amounts more likely than not to be realized.

   The Company accounts for uncertain tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. According to ASC Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such items in the quarter ended June 30, 2021 or the year ended December 31, 2020 and did not recognize any liability with respect to an unrecognized tax position in its balance sheet.

   Concentrations of credit risk

   Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash and trade receivables as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars are deposited with major banks. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements. Most of the Company’s sales are made in Canada and the United States to a small number of customers. Management periodically evaluates the collectability of the trade receivables to determine the amounts that are doubtful of collection and determine a proper allowance for doubtful accounts. Accordingly, management believes that the Company’s trade receivables do not represent a substantial concentration of credit risk.

3. Salaries and wages payable

   Salaries and Wages payable are $75,000 for the three months ended as of June 30, 2021. The balance owing is unsecured and non-interest bearing. They may be converted to shares of common stock.

4. Due to related parties and other loans payable

   Amounts due to related parties and other loans payable are unsecured, bear no interest and are payable on demand. They may be converted into shares of common stock.

5. Due to Director(s)

   The Director(s) paid operating expenses and deposits on real estate acquisitions on behalf of the Company in the amount of $250,005.

6. NOTES TO FINANCIAL STATEMENTS

   Note 1: 1124123 Ontario Inc. owns 145 acres in Georgina, Ontario located at 6017 Smith Blvd. Easton owns 50% of 1124123’s interest in the property. Easton holds a security interest in the property through a 2nd mortgage charge. Interest is accruing at the rate of 15% per annum, compounded. The third-party creditor obtained a court order approving the sale of the property and the property has been listed for sale so that the third-party creditor and the Company can recoup their investment.

   Note 2: Easton has placed $100,000 CAD deposit in trust for the purchase of 111 Brockhouse Rd., Toronto, Ontario, which is where the Company previously operated its food processing company and maintained its corporate office. A further $25,000 CAD deposit was placed for the acquisition of 16399 Airport Rd., Toronto, Ontario for the purpose of creating a beverage bottling company for infused products. The Seller was in default of his mortgage obligations and lost both properties. Easton issued a Notice of Termination of the Agreement of Purchase and Sale in July 2019, but the seller’s legal counsel has yet to release the deposits. The Company is engaging with legal counsel in order to file a motion for the release of its funds from trust.

   Note 3: Easton acquired 100% of the assets of Supreme Sweets Inc. on April 24, 2019. The Fair Market Value of the equipment was appraised at $9,119,500 CAD. Easton no longer controls this equipment.

   Note 4: Easton entered into an agreement in October 2018 to acquire a fully operational video slot game, as well as bingo game content. The games are currently being developed and they will be placed in operating casinos leading to daily revenue for Easton. Easton has been unable to meet its payment obligation and as a result, has not been able to place the games. The agreement is now null and void.

   Note 5: Easton had entered into an agreement for the acquisition of iBliss Inc. As a result of Easton’s inability to fulfil its obligations as per the agreement and the declining stock price of Easton’s common shares, the agreement was restructured.

   Note 6: Easton has a service agreement to frame 150 homes in Whitby, Ontario and the Service revenue is a result of this agreement. The contract has now been completed and was not renewed.

   Note 7: Easton acquired 100% of Supreme Sweets Inc. on April 24, 2019 and operates a food processing company. As of December 31, 2020, the Company discontinued operations of this business.

   Note 8: Accrued royalties are from the Agreement between Bayer and BMV/Easton with respect to the sales of VS-Sense in Mexico. The agreement was executed with BAYER’s subsidiary company, Bayer Consumer Care and calls for a royalty of 3% of all sales.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our financial statements and related notes included elsewhere in this quarterly report on Form 10-Q. This discussion and other parts of this quarterly report on Form 10-Q contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this quarterly report on Form 10-Q. We report financial information under US GAAP and our financial statements were prepared in accordance with generally accepted accounting principles in the United States.

In 2018, Easton’s board of directors decided to diversify the Company’s activities and enter new market segments, in addition to its existing and new pharmaceutical business and initiatives, including real estate development and construction, food and beverage, gaming and cannabis, through a combination of strategic acquisitions and joint ventures.

On December 23, 2020, the Company changed its name from Easton Pharmaceuticals, Inc. to Parallel Industries Inc. The Company will be rebranding and believes that the new name is more representative of the direction in which the Company will be heading in the future.

The Company had no new business initiatives during the quarter ended June 30, 2021.

Results of Operations

The following discussions are based on our unaudited interim financial statements. These discussions summarize our unaudited interim financial statements for the three-month period ended June 30, 2021, and should be read in conjunction with the Company’s financial statements for the year ended December 31, 2020 and notes thereto included in the Form 10-K filed with the SEC.

The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Quarterly Report on Form 10-Q. The financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Three-Month Period Ended June 30, 2021 Compared to the Year Ended December 31, 2020

Revenue. We did not generate revenues for the quarter ended June 30, 2021 or for the comparable period in 2020. Following the false allegations made against the Company and its director, we were unable to secure funding and therefore we have been unable to resume activities as of yet.

Operating expenses: During the quarter ended June 30, 2021, we incurred operating expenses in the amount of $80,330 compared to $46,315 for the Year Ended December 31, 2020. The operating expenses were minimal during the year 2020 due to the global Covid-19 pandemic, along with the charges that were outstanding against the Company’s directors until October 15, 2020.

Net loss. The Company had a net loss of $80,330 for three months ended June 30, 2021 compared to $46,315. Since all charges were WITHDRAWN against the director of the Company that had resulted from the false allegations made by the sellers of Supreme Sweets Inc., the director has resumed engagement in order to bring the Company current in its filings and resume trading.

Going Concern Uncertainty

We did not have any revenues in 2020 or for the quarter ended June 30, 2021. There is no certainty as to the continuance of our revenues. The development and commercialization of our other products, which are necessary for our long-term financial health, are expected to require substantial further expenditures. We remain dependent upon external sources for financing our operations. Since inception, we have incurred substantial accumulated losses, negative working capital, and negative operating cash flow, and have a significant shareholders’ deficit. These factors raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We plan to finance our operations through the sale of equity and, to the extent available, short term and long-term loans. There can be no assurance that we will succeed in obtaining the necessary financing to continue our operations.

Liquidity and Capital Resources

As at June 30, 2021, we had no current assets and our current liabilities were $157,050.

Cash Flows from Operating Activities

We have generated negative cash flows from operating activities. For the three months ended June 30, 2021, net cash flows used in operating activities was ($3,395) compared to ($43,415) for the year ended December 31, 2020.

Cash Flows from Investing Activities

We used approximately $18,797 in investing activities during the three months ended June 30, 2021 and for the Year Ended December 31, 2020.

Cash Flows from Financing Activities

We did not have any cash flows from Financing Activities.

Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements during the three months ended June 30, 2021 that have, or are reasonably likely to have, a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our interests.

Plan of Operation

As at June 30, 2021, we had a working capital deficit and we will require additional financing in order to enable us to proceed with our plan of operations.

When we will require additional financing, there can be no assurance that additional financing will be available to us or that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due. We are pursuing various alternatives to meet our immediate and long-term financial requirements.

We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of equity securities or arrange for debt or other financing to fund our planned business activities.

Recent Accounting Pronouncements

There have been recent accounting pronouncements or changes in accounting pronouncements that impacted the three months ended June 30, 2021 or which are expected to impact future periods as follows:

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. The new standard is effective for fiscal years and interim periods within those years beginning after December 15, 2022.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2021. Based on such evaluation, we have concluded that, as of such date and for the reason described below, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate, to allow timely discussions regarding required disclosure.

Because of our limited operations, we have a limited number of employees which prohibits a segregation of duties. In addition, we lack a formal audit committee with a financial expert. As we grow and expand our operations, we will engage additional employees and experts as needed. However, there can be no assurance that our operations will expand.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company currently is not a party to any legal proceedings and, to the Company’s knowledge; no such proceedings are threatened or contemplated.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There are no transactions that have not been previously included in a Current Report on Form 8-K.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT 31.1

CERTIFICATION

I, Evan Karras, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Parallel Industries Inc., formerly Easton Pharmaceuticals, Inc.;
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;
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;
4. As the registrant’s sole certifying officer, 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 15d-15(f)) for the registrant and have:
   1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
   2. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my 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;
   3. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my 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
   4. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. As the registrant’s sole certifying officer, 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):
   1. 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
   2. 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.

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Parallel Industries Inc. formerly Easton Pharmaceuticals, Inc. (the “Company”) for the quarter ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Evan Karras, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 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, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.