OPIANT PHARMACEUTICALS, INC. - Annual Report: 2009 (Form 10-K)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
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x
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended July 31, 2009
OR
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from
to
Commission
file number: 000-51753
LIGHTLAKE
THERAPEUTICS INC.
(Exact
name of Registrant as specified in its charter)
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Nevada
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N/A
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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|
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230
Queens Quay West, Suite 225,
Toronto,
ON, Canada
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M5J
2Y7
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number:
(416)841-5414
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Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par
value
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No þ
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No þ
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes þ No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will
not be contained herein, to the best of registrant’s knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. 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 the definitions of “large accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting company þ
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes þ No o
As of July
31, 2009, the registrant had 6,525,000 shares of common stock issued and
outstanding. No market value has been computed based upon the fact that no
active trading market had been established as of October 8, 2008.
ITEM 1 –
Description of Business
PRINCIPAL
PRODUCTS OR SERVICES AND MARKETS
GENERAL
INFORMATION
We are a
development stage company with no revenue and limited assets. Our
independent auditor has issued an audit opinion which includes a statement
expressing substantial doubt as to our ability to continue as a going concern as
the Company has limited its’ activities to raising capital.
During the
year ended July 31, 2009, the company carried out very limited operations and on
June 26, 2009 Belmont Partners (Belmont) acquired a controlling interest of
approximately 76.6% of the Company’s outstanding shares. (ref: Form 8-K filing
date June 26, 2009) On July 31, 2009, the Pelikin Group acquired the 5,000,000
shares from Belmont (see exhibit 4) and will be continuing operations
as a pharmaceutical company focusing on developing new and innovative solutions
to obesity and eating disorders.
Our plan
of operation for the next twelve months is to pursue the Phase 2 clinical trials
in Helsinki, Finland on the user patents that were acquired by the company from
Dr. David Sinclair, in exchange for 20,333,333 restricted common shares on
August 24, 2009. (see Exhibit 5, Sinclair Agreement) The safe and
effective treatment is a proprietary patented pharmaceutical medicine-based
behaviour program pioneered by Dr. David Sinclair.
We
anticipate that additional funding will be required in the form of equity
financing from the sale of our common stock or loans from our
director. However, we may not be able to raise sufficient funding
from the sale of our common stock to fund our operations.
There has
been no bankruptcy, receivership or similar proceeding.
There have
been no material reclassifications, mergers, consolidations, or purchase or sale
of a significant amount of assets not in the ordinary course of
business.
We are
required to comply with all regulations, rules and directives of governmental
authorities and agencies applicable to the clinical testing and manufacturing of
pharmaceutical product.
We have
one patent application with the US Patent Office (US Patent application, Jan.
10, 2005, Appln. S.N. 11/031,534) (see exhibit 6) We are in the
planning stages of branding and naming our future product. We plan to
trademark the product name and the overall weight loss program. We
have no current plans for any registrations such as franchises, concessions,
royalty agreements or labor contracts. We will assess the need for any of these
applications on an ongoing basis.
We are
required to apply for or have any government approval for our products or
services.
We have
not expended funds for research and development costs since
inception.
EMPLOYEES
AND EMPLOYMENT AGREEMENTS
Our only
employee is our officer, Seijin Ki who currently devote as much time as the
board of directors determines is necessary to manage the affairs of the company.
There are no formal employment agreements between the company and our current
employees.
1
REPORTS TO
SECURITIES HOLDERS
We will
provide an annual report that includes audited financial information to our
shareholders. We will make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-K for a small business issuer under the Securities Exchange Act of
1934, including filing Form 10K annually and Form 10Q quarterly. In addition, we
will file Form 8K and other proxy and information statements from time to time
as required. We do not intend to voluntarily file the above reports in the event
that our obligation to file such reports is suspended under the Exchange Act.
The public may read and copy any materials that we file with the Securities and
Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street
NE, Washington, DC (space here )20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the SEC.
WE ARE A
DEVELOPMENTAL STAGE COMPANY AND EXPECT TO INCUR SIGNIFICANT OPERATING LOSSES FOR
THE FORESEEABLE FUTURE.
We were
incorporated on June 21, 2005 and to date have been involved primarily in
organizational activities, the acquisition of a mineral claim which we carried
out exploration on and have since abandoned. We are currently changing our
business model and have now entered into a new industry. The previous
Board of Directors has resigned and new management has been
placed. The Company will now operate as a pharmaceutical company
focusing on developing new and innovative solutions to obesity and eating
disorders. We have not generated any revenues as of the date of this
report. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the clinical trials that will be conducted and on the
development of new solutions to obesity and eating disorders. These
potential problems include, but are not limited to, unanticipated problems
relating to the clinical trials, and additional costs and expenses that may
exceed current budget estimates for the completion of the trials. Prior to
completion of our Phase 2 and Phase 3 clinical trials, we anticipate that we
will incur increased operating expenses without realizing any revenues. We
expect to incur significant losses into the foreseeable future. We recognize
that if we are unable to generate funding, we will not be able to earn profits
or continue operations. There is no history upon which to base any assumption as
to the likelihood that we will prove successful, and it is doubtful that we will
generate any operating revenues or ever achieve profitable operations. If we are
unsuccessful in addressing these risks, our business will most likely
fail.
OUR
INDEPENDENT AUDITOR HAS ISSUED AN AUDIT OPINION FOR MADRONA VENTURES INC. WHICH
INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. OUR FINANCIAL STATUS
CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING CONCERN.
As
described in Note 3 of our accompanying financial statements, our lack of
operations and any guaranteed sources of future capital create substantial doubt
as to our ability to continue as a going concern.
BECAUSE
MANAGEMENT HAS NO EXPERIENCE IN THE PHARMACEUTICAL INDUSTRY, OUR BUSINESS HAS A
HIGHER RISK OF FAILURE
Our
management has no professional training or technical credentials in the field of
medicine or in research or science. As a result, they may not be able to
recognize and take advantage of potential new developments in the solutions to
obesity and eating disorders without the aid of qualified pharmacological or
medical consultants. Their decisions and choices may not take into account
practices and procedures pharmaceutical companies commonly use. Consequently our
operations, earnings and ultimate financial success may suffer irreparable harm
as a result.
2
BECAUSE
OUR CURRENT OFFICER AND DIRECTOR HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT BE
ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Mr. Ki our
sole officer and director, currently devotes approximately 6-8 hours per week
providing management services to us. While he presently possesses the adequate
time to attend to our interests, it is possible that the demands on him from his
other obligations could increase, with the result that he would no longer be
able to devote sufficient time to the management of our business. This could
negatively impact our business development.
Dr. David
Sinclair will be advising the company through the clinical testing phases and
will become one of our chief scientific advisors. David Sinclair,
PhD, began alcoholism research as a University of Cincinnati undergraduate,
discovering that the usual treatment, forced abstinence, actually increases
craving. After getting his doctorate in 1972 at the University of Oregon, he
joined what is now the unit on prevention and treatment of addictions of
Finland’s National Institute for Health and Welfare, looking for a better
alcoholism treatment. The solution, pharmacological extinction, became
apparent after writing the 1981 book, The Rest Principle: A
Neurophysiological Theory of Behavior. He subsequently worked on
the preclinical studies and clinical trials proving the concept and on practical
implementations. His work is featured in Dr. Roy Eskapa's 2008 book, The Cure for Alcoholism
He currently is doing research on extensions to other addictions and on a new
treatment for panic disorders.
THE
TRADING IN OUR SHARES IS REGULATED BY SECURITIES AND EXCHANGE COMMISSION RULE
15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."
Our shares
are defined as a Penny Stock under the Securities and Exchange Act of 1934, and
rules of the Commission. The Exchange Act and such penny stock rules generally
impose additional sales practice and disclosure than certain accredited
investors who are, generally, institutions with assets in excess of $5,000,000
or individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000 ($300,000 jointly with spouse), or in transactions not recommended by
the Broker-Dealer. For transactions covered by the penny stock rules, a
Broker-Dealer must make a suitability determination for each purchaser and
receive the purchaser's written agreement prior to the sale. In addition, the
Broker-Dealer must make certain mandated disclosures in penny stock
transactions, including the actual sale or purchase price and actual bid and
offer quotations, the compensation to be received by the Broker-Dealer and
certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may make it difficult
for our shareholders to resell any shares, if at all.
WE WILL
INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE. WITHOUT
REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR
INVESTORS TO SELL THEIR SHARES, IF AT ALL.
Our shares
are quoted on the OTC Electronic Bulletin Board under the symbol "LLTP". To be
eligible for quotation, issuers must remain current in their filings with the
SEC. In order for us to remain in compliance we will require cash to cover the
cost of these filings, which could comprise a substantial portion of our
available cash resources. If we are unable to remain in compliance it may be
difficult for our shareholders to resell any shares, if at all.
ITEM 2 -
DESCRIPTION OF PROPERTY
We do not
currently own any property. We are currently utilizing space at the residence of
our president at 225-230 Queens Quay West, Toronto, ON, M5J
2Y7. We believe the current premises are sufficient for our
needs at this time.
We
currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.
3
ITEM 3 -
LEGAL PROCEEDINGS
We are not
currently involved in any legal proceedings nor do we have any knowledge of any
threatened litigation.
ITEM 4 -
SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters
were submitted to a vote of security holders during the year ended July 31,
2009.
PART
II
Since
April, 2007 our common stock has been listed for quotation on the
Over-the-Counter Bulletin Board under the symbol MDRW and then
MDRV. On October 7, 2009 the Company started trading as Lightlake
Therapeutics Inc and under the symbol LLTP. There has been no active
trading market and thus no high and low sales prices to report.
SHARES
AVAILABLE UNDER RULE 144
A total of
5,000,000 shares of our common stock are available for resale to the public
after February, 2007, in accordance with the volume and trading limitations of
Rule 144 of the Act. In general, under Rule 144 as currently in effect, a person
who has beneficially owned shares of a company's common stock for at least six
months is entitled to sell within any three month period a number of shares that
does not exceed the greater of:
1. 1%
of the number of shares of the company's common stock then outstanding;
or
2. The
average weekly trading volume of the company's common stock during the four
calendar weeks preceding the filing of a notice on Form 144 with respect to the
sale.
Sales
under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.
Under Rule
144(k), a person who is not one of the company's affiliates at any time during
the three months preceding a sale, and who has beneficially owned the shares
proposed to be sold for at least two years, is entitled to sell shares without
complying with the manner of sale, public information, volume limitation or
notice provisions of Rule 144.
As of the
date of this report, persons who are our affiliates hold all of the 5,000,000
shares that may be sold pursuant to Rule 144.
HOLDERS
As of July
31, 2009, we have 6,525,000 Shares of $0.001 par value common stock issued and
outstanding held by 70 shareholders of record. We have no other classes of
shares authorized for issuance.
As of the
date of this filing, we have 157,358,333 Shares of $0.001 par value common stock
issued and outstanding held by 70 shareholders of record. We have no other
classes of shares authorized for issuance.
DIVIDENDS
4
There are
no restrictions in our articles of incorporation or bylaws that prevent us from
declaring dividends. The Nevada Revised Statutes, however, do prohibit us from
declaring dividends where, after giving effect to the distribution of the
dividend:
1. We
would not be able to pay our debts as they become due in the usual course of
business; or
2. Our
total assets would be less than the sum of our total liabilities plus the amount
that would be needed to satisfy the rights of shareholders who have preferential
rights superior to those receiving the distribution.
We have
not declared any dividends, and we do not plan to declare any dividends in the
foreseeable future.
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF
OPERATIONS
We have
generated no revenue since inception on June 21, 2005 and have incurred $98,273
in operating expenses which was offset by a forgiveness of debt in the amount of
$43,163 resulting in an overall accumulated losses of $55,210 through July 31,
2009.
The
following table provides selected financial data about our company for the years
ended July 31, 2009 and 2008.
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Balance
Sheet Data:
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07/31/09
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7/31/08
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||||||
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Cash
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$ | 290 | $ | 206 | ||||
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Total
assets
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$ | 290 | $ | 206 | ||||
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Total
liabilities
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$ | - 0 - | $ | 28,360 | ||||
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Shareholders'
equity
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$ | 290 | $ | (28,154 | ) | |||
There was
no cash provided by financing activities for the year ended July 31,(space
here)2009.
GOING
CONCERN
Lightlake
Therapeutics Inc. is a development stage enterprise and currently has no
operations. Our independent auditor has issued an audit opinion which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern .
LIQUIDITY
AND CAPITAL RESOURCES
Our cash
balance at July 31, 2009 was $290 together with no outstanding liabilities. If
we experience a shortage of funds prior to generating revenues from operations
we may utilize funds from our director, who has informally agreed to advance
funds to allow us to pay for operating costs, however he has no formal
commitment, arrangement or legal obligation to advance or loan funds to us.
Management believes our current cash balance will not be sufficient to fund our
operations for the next twelve months.
PLAN OF
OPERATION
Our plan
of operation for the next twelve months is to pursue the Phase 2 clinical trials
in Helsinki, Finland on the user patents that were acquired August 24, 2009. The
safe and effective treatment is a proprietary patented pharmaceutical
medicine-based behaviour program pioneered by Dr David Sinclair. We
anticipate spending approximately $10,000 on professional fees, including fees
payable in connection complying with reporting obligations, and general
administrative costs during the next twelve months. If we experience a shortage
of funds we may utilize funds from our director, however they have no formal
commitment, arrangement or legal obligation to advance or loan funds to the
company. The Company’s European Patent (Application Number 06396001)
EP 1681057B1 and our US patent application 11/031,534. (See exhibits
6 & 7)
5
We
anticipate that additional funding will be required in the form of equity
financing from the sale of our common stock or loans from our
director. However, we may not be able to raise sufficient funding
from the sale of our common stock to fund any future exploration programs. We do
not have any arrangements in place for any future equity
financing. We anticipate that additional funding will be required in
the form of equity financing from the sale of our common stock or loans from our
director. However, we may not be able to raise sufficient funding
from the sale of our common stock to fund our operations.
OFF-BALANCE
SHEET ARRANGEMENTS
We have no
off-balance sheet arrangements.
 |
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September
3, 2009
To
the Board of Directors Madrona Ventures, Inc.
|
PS STEPHENSON &
CO.,
P.C.
Certified
Public Accountants
1609
N. Richmond Road
Wharton,
Texas 77488
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We have
audited the financial statements of Madrona Ventures, Inc. for the year ended
July 31, 2009, and have issued our report thereon dated September 3, 2009.
Professional standards require that we provide you with the following
information related to our audit.
Our Responsibility under
Public Company Accounting Oversight Board Standards
As stated
in our engagement letter dated July 31, 2009, our responsibility, as described
by professional standards, is to plan and perform our audit to obtain
reasonable, but not absolute, assurance that the financial statements are free
of material misstatement and are fairly presented in accordance with U.S.
generally accepted accounting principles. Because an audit is designed to
provide reasonable, but not absolute, assurance and because we did not perform a
detailed examination of all transactions, there is a risk that material
misstatements may exist and not be detected by us.
Critical Accounting Policies
and Practices
Management
is responsible for the selection and use of appropriate accounting policies. In
accordance with the terms of our engagement letter, we will advise management
about the appropriateness of accounting policies and their application. The
critical accounting policies used by Madrona Ventures, Inc. are described in
Note 2 to the financial statements. No new accounting policies were adopted and
the application of existing policies was not changed during fiscal 2009. We
noted no transactions entered into by the Company during the year that were both
critical and unusual, and of which, under professional standards, we are
required to inform you, or transactions for which there is a lack of
authoritative guidance or consensus.
Quality of the Company's
Accounting Principles
Management
is responsible not only for the appropriateness of the accounting policies and
practices, but also for the quality of such policies and practices. The quality
includes the consistency of the accounting policies and their application, the
clarity and completeness of the financial statements, and includes items that
have a significant impact on the representational faithfulness, verifiability,
and neutrality of the accounting information included in the financial
statements.
Management's Judgments and
Accounting Estimates
Accounting
estimates are an integral part of the financial statements prepared by
management and are based on management's knowledge and experience about past and
current events and assumptions about future events. Certain accounting estimates
are particularly sensitive because of their significance to the financial
statements and because of the possibility that future events affecting them may
differ significantly from those expected. The most sensitive estimate(s)
affecting the financial statements was (were):
Management's
estimate of the valuation of a fair value stock price is based on the active
market for the common stock, trading volumes, and restrictions on stock sales.
We evaluated the key factors and assumptions used to develop the stock price
valuation in determining that it is reasonable in relation to the financial
statements taken as a whole.
6
Audit
Adjustments
For
purposes of this letter, professional standards define an audit adjustment as a
proposed correction of the financial statements that, in our judgment, may not
have been detected except through our auditing procedures. An audit adjustment
may or may not indicate matters that could have a significant effect on the
Company's financial reporting process (that is, cause future financial
statements to be materially misstated). In our judgment, none of the adjustments
we proposed, whether recorded or unrecorded by the Company, either individually
or in the aggregate, indicate matters that could have a significant effect on
the Company's financial reporting process.
Disagreements with
Management
For
purposes of this letter, professional standards define a disagreement with
management as a matter, whether or not resolved to our satisfaction, concerning
a financial accounting, reporting, or auditing matter that could be significant
to the financial statements or the auditor's report. We are pleased to report
that no such disagreements arose during the course of our audit.
Consultations with Other
Independent Accountants
In some
cases, management may decide to consult with other accountants about auditing
and accounting matters, similar to obtaining a "second opinion" on certain
situations. If a consultation involves application of an accounting principle to
the Company's financial statements or a determination of the type of auditor's
opinion that may be expressed on those statements, our professional standards
require the consulting accountant to check with us to determine that the
consultant has all the relevant facts. To our knowledge, there were no such
consultations with other accountants.
Issues Discussed Prior to
Retention of Independent Auditors
We
generally discuss a variety of matters, including the application of accounting
principles and auditing standards, with management each year prior to retention
as the Company's auditors. However, these discussions occurred in the normal
course of our professional relationship and our responses were not a condition
to our retention.
Difficulties Encountered in
Performing the Audit
We
encountered no significant difficulties in dealing with management in performing
and completing our audit.
(Other Information in
Documents Containing Audited Financial Statements)
Our
audited financial statements are included in the Company's annual report. Our
responsibility for the other information contained in the annual report does not
extend beyond the financial information identified in our audit report. We do
not have an obligation to perform any procedures to corroborate the other
information contained in the annual report. However, we read the other
information and considered whether such information, or the manner of its
presentation, was materially inconsistent with information, or the manner of its
presentation, appearing in the financial statements. Nothing came to our
attention that caused us to believe that such information, or its manner of
presentation, was materially inconsistent with the information, or manner of its
presentation, appearing in the financial statements.
This
information is intended solely for the use of the Audit Committee, Board of
Directors, and management of Madrona Ventures, Inc. and is not intended to be
and should not be used by anyone other than these specified
parties.
Very truly
yours,
PS
Stephenson & Co., PC Wharton, Texas
7
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Madrona
Ventures, Inc.
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|
Financial
Statements
|
|
For
the Year Ended
|
|
July
31, 2009
|
|
PS
Stephenson & Co., P.C.
|
|
Certified
Public Accountants
|
|
Wharton,
Texas
|
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Madrona
Ventures, Inc.
|
|||
|
Index
to Financial Statements
|
|||
|
July
31, 2009
|
|||
|
Page
|
|||
|
Number
|
|||
|
Report
of Independent Registered Public Accounting Firm
|
1
|
||
|
Financial
Statements:
|
|||
|
Balance
Sheet as of July 31, 2009 and 2008
|
2
|
||
|
Statements
of Operations for the years ended July 31, 2009 and 2008
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|||
|
and
for the period from Re-entering Development Stage to
|
3
|
||
|
July
31, 2009
|
|||
|
Statement
of Changes in Shareholders' Deficit
|
|||
|
for
the years ended July 31, 2009 and 2008 and the period from
|
|||
|
Re-entering
Development Stage to July 31, 2009
|
4
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||
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Statement
of Cash Flows for the years ended July 31, 2009 and 2008
|
|||
|
and
for the period from Re-entering Development Stage to
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5
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||
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July
31, 2009
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|||
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Notes
to Financial Statements
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6
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||
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Madrona
Ventures
|
||||||||
|
Balance
Sheet
|
||||||||
|
July
31, 2009 and 2008
|
||||||||
|
July
31,
|
||||||||
|
Assets
|
2009
|
2008
|
||||||
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Current
assets
|
||||||||
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Cash
and cash equivalents
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$ | 290 | $ | 206 | ||||
|
Other
current assets
|
- | - | ||||||
|
Total
current assets
|
290 | 206 | ||||||
|
Other
assets
|
- | - | ||||||
|
Total
assets
|
$ | 290 | $ | 206 | ||||
|
Liabilities
and Shareholders' Deficit
|
||||||||
|
Liabilities
|
||||||||
|
Accounts
payable and accrued liabilities
|
$ | - | $ | 13,645 | ||||
|
Due
to related party
|
- | 14,715 | ||||||
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Total
liabilities
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- | 28,360 | ||||||
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Stockholders'
equity (deficit)
|
||||||||
|
Common
stock; par value $0.001; 75,000,000 shares authorized;
|
||||||||
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6,525,000
shares issued and outstanding
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6,525 | 6,525 | ||||||
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Additional
paid-in capital
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48,975 | 48,975 | ||||||
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Accumulated
deficit during the development stage
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(55,210 | ) | (83,654 | ) | ||||
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Total
stockholders' deficit
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290 | (28,154 | ) | |||||
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Total
liabilities and stockholders' equity
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$ | 290 | $ | 206 | ||||
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The
accompanying notes are an integral part of these financial
statements.
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||||||||
2
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Madrona
Ventures, Inc.
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||||||||||||
|
Statements
of Operations
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||||||||||||
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For
the Years Ended July 31, 2009 and 2008 and the Period From
|
||||||||||||
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Inception
(June 21, 2005) to July 31, 2009
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||||||||||||
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From
Inception
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||||||||||||
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(June
21, 2005)
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||||||||||||
|
Year
Ended July 31,
|
to
July 31,
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|||||||||||
|
2009
|
2008
|
2009
|
||||||||||
|
Revenues
|
$ | - | $ | - | $ | - | ||||||
|
Operating
expenses
|
||||||||||||
|
General
and administrative
|
14,719 | 17,924 | 59,358 | |||||||||
|
Mineral
interests
|
- | - | 39,015 | |||||||||
|
Total
operating expenses
|
14,719 | 17,924 | 98,373 | |||||||||
|
Income
(loss) from operations
|
(14,719 | ) | (17,924 | ) | (98,373 | ) | ||||||
|
Other
income (expense)
|
||||||||||||
|
Debt
forgiveness
|
43,163 | - | 43,163 | |||||||||
|
Total
other income (expense)
|
43,163 | - | 43,163 | |||||||||
|
Income
(loss) before provision for income taxes
|
28,444 | (17,924 | ) | (55,210 | ) | |||||||
|
Provision
for income taxes
|
- | - | - | |||||||||
|
Net
income (loss)
|
$ | 28,444 | $ | (17,924 | ) | $ | (55,210 | ) | ||||
|
Basic
and fully diluted loss per common share:
|
||||||||||||
|
Earnings
(loss) per common share
|
$ | 0.00 | $ | (0.00 | ) | |||||||
|
Basic
and fully diluted weighted average
|
||||||||||||
|
common
shares outstanding
|
6,525,000 | 6,525,000 | ||||||||||
|
The
accompanying notes are an integral part of these financial
statements.
|
||||||||||||
3
|
Madrona
Ventures, Inc.
|
||||||||||||||||||||
|
Statement
of Changes in Stockholders' Equity (Deficit)
|
||||||||||||||||||||
|
For
the Years Ended July 31, 2009 and 2008 and the Period From
|
||||||||||||||||||||
|
Inception
(June 21, 2005) to July 31, 2009
|
||||||||||||||||||||
|
Deficit
|
||||||||||||||||||||
|
Additional
|
During
the
|
|||||||||||||||||||
|
Common
Stock
|
Paid
In
|
Development
|
||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Stage
|
Total
|
||||||||||||||||
|
Balance
at June 21, 2005
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
|
Balance
at July 31, 2005
|
- | - | - | - | - | |||||||||||||||
|
Common
shares issued for cash
|
||||||||||||||||||||
|
March
2006 at $0.001 per share
|
5,000,000 | 5,000 | - | 5,000 | ||||||||||||||||
|
March
2006 at $0.01 per share
|
1,300,000 | 1,300 | 11,700 | 13,000 | ||||||||||||||||
|
April
2006 at $0.01 per share
|
75,000 | 75 | 7,425 | 7,500 | ||||||||||||||||
|
May
2006 at $0.01 per share
|
150,000 | 150 | 29,850 | 30,000 | ||||||||||||||||
|
Net
income (loss)
|
(32,125 | ) | (32,125 | ) | ||||||||||||||||
|
|
||||||||||||||||||||
|
Balance
at July 31, 2006
|
6,525,000 | 6,525 | 48,975 | (32,125 | ) | 23,375 | ||||||||||||||
|
Net
income (loss)
|
(33,605 | ) | (33,605 | ) | ||||||||||||||||
|
Balance
at July 31, 2007
|
6,525,000 | 6,525 | 48,975 | (65,730 | ) | (10,230 | ) | |||||||||||||
|
Net
income (loss)
|
(17,924 | ) | (17,924 | ) | ||||||||||||||||
|
Balance
at July 31, 2008
|
6,525,000 | 6,525 | 48,975 | (83,654 | ) | (28,154 | ) | |||||||||||||
|
Net
income (loss)
|
- | - | - | 28,444 | 28,444 | |||||||||||||||
|
Balance
at July 31, 2009
|
6,525,000 | $ | 6,525 | $ | 48,975 | $ | (55,210 | ) | $ | 290 | ||||||||||
|
The
accompanying notes are an integral part of these financial
statements.
|
||||||||||||||||||||
4
|
Madrona
Ventures, Inc.
|
||||||||||||
|
Statements
of Cash Flows
|
||||||||||||
|
For
the Years Ended July 31, 2009 and 2008 and the Period From
|
||||||||||||
|
Inception
(June 21, 2005) to July 31, 2009
|
||||||||||||
|
From
Inception
|
||||||||||||
|
(June
21, 2005)
|
||||||||||||
|
Year
Ended July 31,
|
to
July 31,
|
|||||||||||
|
2009
|
2008
|
2009
|
||||||||||
|
Cash
Flows Provided (Used) By Operating Activities
|
||||||||||||
|
Net
income (loss)
|
$ | 28,444 | $ | (17,924 | ) | $ | (55,210 | ) | ||||
|
Adjustments to reconcile net income (loss) to net cash
|
||||||||||||
|
provided
from (used by) operating activities:
|
||||||||||||
|
Increase
(decrease) in accounts payable
|
(13,645 | ) | 6,145 | - | ||||||||
|
Increase
(decrease) in due to related party
|
(14,715 | ) | 11,715 | - | ||||||||
|
Net
cash provided from (used by) operating activities
|
84 | (64 | ) | (55,210 | ) | |||||||
|
Cash
Flows Provided (Used) By Investing Activities
|
- | - | - | |||||||||
|
Cash
Flows Provided (Used) By Financing Activities
|
||||||||||||
|
Issuance
of common stock for cash
|
- | - | 55,500 | |||||||||
|
Net
cash provided from (used by) financing activities
|
- | - | 55,500 | |||||||||
|
Net
increase (decrease) in cash and cash equivalents
|
84 | (64 | ) | 290 | ||||||||
|
Cash
and cash equivalents, beginning of year
|
206 | 270 | - | |||||||||
|
Cash
and cash equivalents, end of year
|
$ | 290 | $ | 206 | $ | 290 | ||||||
|
Supplemental
disclosure
|
||||||||||||
|
Interest
paid during the period
|
$ | - | $ | - | $ | - | ||||||
|
The
accompanying notes are an integral part of these financial
statements.
|
||||||||||||
5
|
2009
|
2008
|
|||||||
|
Convertible
note payable to an individual date August 29, 2008,
|
||||||||
|
interest
at 12%, due on or before April 18, 2008, convertible
|
||||||||
|
into
shares of common stock at a conversion price equal to
|
||||||||
|
the
10 day average closing price multiplied by 0.80
|
$ | 250,000 | $ | - | ||||
|
Convertible
note payable to an individual date January 18, 2008,
|
||||||||
|
interest
at 9%, due on or before April 18, 2008, convertible
|
||||||||
|
into
shares of common stock at a conversion price equal to
|
||||||||
|
the
10 day average closing price multiplied by 0.50
|
$ | - | $ | 300,000 | ||||
|
Convertible
note payable to an individual date January 18, 2008,
|
||||||||
|
interest
at 9%, due on or before April 18, 2008, convertible
|
||||||||
|
into
shares of common stock at a conversion price equal to
|
||||||||
|
the
10 day average closing price multiplied by 0.50
|
- | 300,000 | ||||||
|
Convertible
note payable to an individual date January 18, 2008,
|
||||||||
|
with
no specified interest or due date, convertible into shares
|
||||||||
|
of
common stock at a conversion price equal to the 10 day
|
||||||||
|
average
closing price multiplied by 0.50
|
- | 530,000 | ||||||
|
Total
|
$ | - | $ | 1,130,000 | ||||
6
Lightlake
Therapeutics, Inc.
Notes
to Financial Statements
July
31, 2009
|
1.
|
Organization,
Description of Business, and Basis of
Accounting
|
Business
Organization
Lightlake
Therapeutics Inc. (the Company) was originally incorporated as Madrona Ventures
Inc. in the State of Nevada on June 21, 2005. The Company’s fiscal
year end is July 31. The company is currently in the development stage and to
date its’ activities have been limited to capital formation. The
Company has limited assets and no revenue and in accordance with SFAS No.7, is
considered a Development Stage Company.
Accounting
Basis
These
financial statements have been prepared on the accrual basis of accounting
following generally accepted accounting principles of the United States of
America consistently applied.
|
2.
|
Summary
of Significant Accounting Policies
|
Cash
and Cash Equivalents
For
Statement of Cash Flows purposes, the Company considers all cash on hand and in
banks, certificates of deposit and other highly-liquid investments with
maturities of three months or less, when purchased, to be cash and cash
equivalents.
Property
and Equipment
Property
and equipment are stated at cost. Depreciation has been calculated over the
estimated useful lives of the assets ranging from 3 to 5 years. The
cost of maintenance and repairs is expensed as incurred. At July 31,
2009, the Company had no property and equipment.
Income
Taxes
The
Company uses the asset and liability method of accounting for income taxes. At
July 31, 2009, respectively, the deferred tax asset and deferred tax liability
accounts, as recorded when material to the financial statements, are entirely
the result of temporary differences. Temporary differences represent
differences in the recognition of assets and liabilities for tax and financial
reporting purposes, primarily accumulated depreciation and
amortization.
As of July
31, 2009, the deferred tax asset related to the Company's net operating loss
carryforward is fully reserved. Due to the provisions of Internal
Revenue Code Section 338, the Company may have no net operating loss
carryforwards available to offset financial statement or tax return taxable
income in future periods as a result of a change in control involving 50
percentage points or more of the issued and outstanding securities of the
Company.
Dividends
The
Company is a Development Stage Company and has not yet adopted a policy
regarding the payment of dividends.
Fair
Value of Financial Instruments
The
carrying value of cash, accounts payable and amounts due to related party
approximates its fair value because of the short maturity of these
instruments. Unless otherwise noted, it is managements opinion the
Company is not exposed to significant interest, currency or credit risks arising
from these financial instruments.
8
Foreign
Currency Translation
The
financial statements are presented in United States dollars. In
accordance with SFAS No. 52, “Foreign Currency Translation”, foreign denominated
monetary assets and liabilities are translated into their United States dollar
equivalents using foreign exchange rates which prevailed at the balance sheet
date. Non monetary assets are translated at the exchange rates
prevailing at the transaction date. Revenue and expenses are
translated at average rates of exchange during the year. Gains or
losses resulting from foreign currency transactions are included in results of
operations.
Earnings
(Loss) per Share
Basic
earnings (loss) per share is computed by dividing the net income (loss)
available to common shareholders by the weighted-average number of common shares
outstanding during the respective period presented in our
accompanying financial statements.
Fully
diluted earnings (loss) per share is computed similar to basic income (loss) per
share except that the denominator is increased to include the number of common
stock equivalents (primarily outstanding options and warrants).
Common
stock equivalents represent the dilutive effect of the assumed exercise of
outstanding stock options and warrants, using the treasury stock method, at
either the beginning of the respective period presented or the date of issuance,
whichever is later, and only if the common stock equivalents are considered
dilutive based upon the Company's net income (loss) position at the calculation
date.
As of July
31, 2009, the Company's has no issued and outstanding warrants or
options.
Stock
Based Compensation
The
Company recognizes stock-based compensation in accordance with the fair value
recognition provisions of SFAS No. 123(R), “Share-Based Payment.” SFAS
No. 123(R) generally requires share-based payments to employees, including
grants of employee stock options and other equity awards, to be recognized in
the statement of operations based on their fair values. Thus, the Company
records compensation expense for all share-based awards granted, based on the
grant date fair value estimated in accordance with the provisions of SFAS
123(R). The Company adopted SFAS 123(R) using the modified prospective method,
which requires that compensation expense for the portion of awards for which the
requisite service has not yet been rendered and that are outstanding as of the
adoption date be recorded over the remaining service period. Prior to the
adoption of SFAS No. 123(R), the Company had no share-based compensation
arrangements. Accordingly, no prior periods have been restated, the impact of
SFAS 123(R) is not presented, and no pro forma amounts are presented had the
Company recognized stock-based compensation in accordance with SFAS No.
123(R).
Stock-based
compensation expense recognized during the period is based on the value of the
stock-based payment awards that is ultimately expected to vest. SFAS 123(R)
requires forfeitures to be estimated at the time of grant and revised, if
necessary, in subsequent periods if actual forfeitures differ from those
estimates.
The
Company has not adopted a stock option plan and has not granted any stock
options. Accordingly, no stock-based compensation has been recorded
to date.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Recent
Accounting Pronouncements
In
May 2009, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 165, Subsequent Events (“SFAS
165”), which provides guidance to establish general standards of accounting for
and disclosures of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. SFAS 165 also
requires entities to disclose the date through which subsequent events were
evaluated as well as the rational as to why the date was selected. SFAS 165 is
effective for interim and annual periods ended after June 15, 2009. The
Company has adopted the provisions of SFAS 165. The Company has evaluated
subsequent events through September 2, 2009.
9
In July 2009, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 168, FASB Accounting Standards Codification ™ and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162 (“SFAS 168”). With the issuance of SFAS 168, the FASB Standards Codification (“Codification”) becomes the single source of authoritative U.S. accounting and reporting standards applicable for all non-governmental entities, with the exception of guidance issued by the Securities and Exchange Commission. The Codification does not change current U.S. GAAP, but changes the referencing of financial standards and is intended to simplify user access to authoritative U.S. GAAP, by providing all the authoritative literature related to a particular topic in one place. The Codification is effective for interim and annual periods ended after September 15, 2009. At that time, all references made to U.S. GAAP will use the new Codification numbering system prescribed by the FASB.
|
3.
|
Going
Concern
|
The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern, which contemplates the realization of assets and
the liquidation of liabilities in the normal course of
business. However, the Company has incurred significant losses and is
a new enterprise. This raises substantial doubt about the Company’s
ability to continue as a going concern. These financial statements do
not include any adjustments that might result from this uncertainty
|
4.
|
Capital
Stock
|
The
Company has 75,000,000 common shares authorized at a par value of
$0.001. At July 31, 2009, there were 6,525,000 shares issued and
outstanding. The Company has no other classes of shares authorized
for issuance.
As of the
date of this filing the Company has 200,000,000 common shares authorized at a
par value of $0.001 and has 157,358,333 shares issued and
outstanding. The Company has no other classes of shares authorized
for issuance.
As
of July 31, 2009, there were no outstanding stock options or
warrants.
|
5.
|
Common
Stock Purchase Agreement
|
On June
26, 2009, the Company completed a common stock purchase agreement (the Belmont
Agreement) whereby Belmont Partners, LLC acquired 5,000,000 common shares of the
Company’s common stock. Following the transaction, Belmont Partners,
LLC controlled approximately 76.6% of the Company’s outstanding capital
stock. Concurrent with the agreement, Mr. Joseph Meuse, managing
member of Belmont Partners, LLC, was named to the Board of Directors as well as
President and Secretary of the Company, and the Company’s former officers
resigned from all positions held in the Company.
In
connection with the Belmont Agreement, the Company’s former officers forgave
amounts advanced to the Company aggregating $28,816 as well as either paid or
assumed the remaining other liabilities of the Company aggregating
$14,347. Accordingly, the Company recorded a gain on debt
extinguishment of $43,163.
On July
31, 2009, the Company completed a common stock purchase agreement (the Pelikin
Agreement) whereby Pelikin Group acquired 5,000,000 common shares of the
Company’s common stock from Belmont Partners. Following the
transaction, Pelikin Group controls approximately 76.6% of the Company’s
outstanding capital stock. Concurrent with the agreement, Mr. Sei Ki
was named to the Board of Directors as well as President and Secretary of the
Company, and Mr. Joseph Meuse resigned from all positions held in the
Company.
10
On August
24, 2009, the Company completed the purchase of all rights, title and interest
in a European Patent (Application Number 06396001) EP 1681057B1 concerning
eating disorders and the Applicant for U.S. Patent Application 11/031,534 in
exchange for 20,333,333 shares of Restricted Common Stock of the
Company.
|
6.
|
Income
Taxes
|
The
Company has net operating loss carryforwards that were derived solely from
operating losses from prior years. These amounts can be carried
forward to offset future taxable income for a period of 20 years for each tax
year’s loss. No provision was made for federal income taxes as the
Company has significant net operating losses.
The
operating losses derive a deferred tax asset of approximately $18,800 and
$29,400 at July 31, 2009 and 2008, respectively. At July 31, 2009 and
2008, the Company has established a valuation allowance equal to the deferred
tax assets as there is no assurance that the Company will generate future
taxable income to utilize these assets.
Due to the
provisions of Internal Revenue Code Section 338, the Company may have no net
operating loss carryforwards available to offset financial statement or tax
return taxable income in future periods as a result of a change in control
involving 50 percentage points or more of the issued and outstanding securities
of the Company.
|
7.
|
Key
Operating Officer
|
At July
31, 2009, the Company had one officer. This puts the Company at a
high degree of risk if he were no longer able to function in that
capacity.
|
8.
|
Related
Party Transactions
|
Prior to
fiscal 2009, and though the date of the Belmont Agreement (Note 5), a former
officer of the Company advanced funds to the Company for working capital
needs. The amounts were non-interest bearing, unsecured, with no
stated terms or repayment. Concurrent with the Belmont Agreement, the
former officer forgave the advances aggregating $28,816.
|
9.
|
Subsequent
Event
|
On August
24, 2009, the Company completed the purchase of all rights, title and interest
in a European Patent (Application Number 06396001) EP 1681057B1 concerning
eating disorders and the Applicant for U.S. Patent Application 11/031,534 in
exchange for 20,333,333 shares of Restricted Common Stock of the
Company.
On October
7, 2009 the Company started trading under the name Lightlake Therapeutics inc.
and under the symbol “LLTP”.
11
None.
EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES
Under the
supervision and with the participation of our management, including our
principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.
MANAGEMENT'S
ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the Company.
Internal
control over financial reporting includes those policies and procedures that:
(1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of our assets; (2) 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 its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.
Management
recognizes that there are inherent limitations in the effectiveness of any
system of internal control, and accordingly, even effective internal control can
provide only reasonable assurance with respect to financial statement
preparation and may not prevent or detect material misstatements. In addition,
effective internal control at a point in time may become ineffective in future
periods because of changes in conditions or due to deterioration in the degree
of compliance with our established policies and procedures.
A material
weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.
Under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer, management conducted an evaluation of the effectiveness of
our internal control over financial reporting, as of the Evaluation Date, based
on the framework set forth in Internal Control-Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on its evaluation under this framework, management concluded that our
internal control over financial reporting was not effective as of the Evaluation
Date.
Management
assessed the effectiveness of the Company's internal control over financial
reporting as of Evaluation Date and identified the following material
weaknesses:
12
INSUFFICIENT
RESOURCES: We have an inadequate number of personnel with requisite expertise in
the key functional areas of finance and accounting. We have an inadequate number
of personnel to properly implement control procedures.
LACK OF
AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF
DIRECTORS:
We do not
have a functioning audit committee and we have no outside directors on the Board
of Directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures.
Management
is committed to improving its internal controls and will (1) continue to use
third party specialists to address shortfalls in staffing and to assist the
Company with accounting and finance responsibilities, (2) increase the frequency
of independent reconciliations of significant accounts which will mitigate the
lack of segregation of duties until there are sufficient personnel and (3) may
consider appointing outside directors and audit committee members in the
future.
Management,
including our Chief Executive Officer and Chief Financial Officer, has discussed
the material weakness noted above with our independent registered public
accounting firm. Due to the nature of this material weakness, there is a more
than remote likelihood that misstatements which could be material to the annual
or interim financial statements could occur that would not be prevented or
detected.
This
Annual Report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.
CHANGES IN
INTERNAL CONTROL OVER FINANCIAL REPORTING
There were
no significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the evaluation
date.
CEO AND
CFO CERTIFICATIONS
Appearing
immediately following the Signatures section of this report there are
Certifications of the CEO and the CFO. The Certifications are required in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302
Certifications). This Item of this report, which you are currently reading is
the information concerning the Evaluation referred to in the Section 302
Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.
13
PART
III
The
officers and directors of Lightlake Therapeutics Inc., whose one year terms will
expire on 07/01/10, or at such a time as their successor(s) shall be elected and
qualified are as follows:
|
Name & Address
|
Age
|
Position
|
Date First Elected
|
Term Expires
|
|
|
Seijin
Ki
|
39
|
President,
|
7/31/09
|
7/01/10
|
|
|
225-230
Queens Quay W.,
|
Secretary
|
||||
|
Toronto,
ON, M5J 2Y7
|
Treasurer
|
||||
|
CEO,
CFO
|
|||||
|
Director
|
Directors
are elected to serve until the next annual meeting of stockholders and until
their successors have been elected and qualified. Officers are appointed to
serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
Mr. Seijin
Ki is at this time the sole director and officer of the Company. Mr.
Ki currently devotes as much time necessary to manage the affairs of the
company.
Our sole
officer and director has not been the subject of any order, judgment, or decree
of any court of competent jurisdiction, or any regulatory agency permanently or
temporarily enjoining, barring, suspending or otherwise limiting them from
acting as an investment advisor, underwriter, broker or dealer in the securities
industry, or as an affiliated person, director or employee of an investment
company, bank, savings and loan association, or insurance company or from
engaging in or continuing any conduct or practice in connection with any such
activity or in connection with the purchase or sale of any
securities.
He has
neither been convicted in any criminal proceeding (excluding traffic violations)
and is not the subject of a criminal proceeding which is currently
pending.
RESUMES
SEIJIN KI
has been the director and officer of this company since July 31,
2009. Mr. Ki has been an entrepreneur for most of his professional
career. He has founded many companies ranging from a motion picture
production company to a corporate consulting company. Recently, Mr.
Ki has devoted the bulk of his time as a director and officer of Pelikin Group,
Inc.. Pelikin Group provides advice and strategy building for
companies and individuals. Mr. Ki attended the University of Western
Ontario and attained his Bachelor of Arts.
CODE OF
ETHICS
We do not
currently have a code of ethics, because we have only limited business
operations, only one officer and two directors, we believe a code of ethics
would have limited utility. We intend to adopt such a code of ethics as our
business operations expand and we have more directors, officers and
employees.
14
ITEM
11. EXECUTIVE COMPENSATION
Our
current officers receive no compensation. The current Board of Directors is
comprised solely of Seijin Ki.
Summary
Compensation Table
|
Other
Name
&
Principal
Position
|
Year
|
Salary($)
|
Bonus($)
|
Annual
Compensation($)
|
Restricted
Stock
Award(s)($)
|
Options
SARs(#)
|
LTIP
Payouts($)
|
All
Other
Compensation($)
|
|
Seijin
Ki
President
|
2009
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
There are
no current employment agreements between the company and its executive
officers.
Seijin Ki
currently devotes approximately 5-7 hours per week to manage the affairs of the
company. He has agreed to work with no remuneration until such time as the
company receives sufficient revenues necessary to provide management salaries.
At this time, we cannot accurately estimate when sufficient revenues will occur
to implement this compensation, or what the amount of the compensation will
be.
There are
no annuity, pension or retirement benefits proposed to be paid to officers,
directors or employees in the event of retirement at normal retirement date
pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information on the ownership of Lightlake
Therapeutics Inc. voting securities by officers, directors and major
shareholders as well as those who own beneficially more than five percent of our
common stock as of the date of this report:
|
Name
of
|
No.
of
|
Percentage
|
|
Beneficial
Owner
|
Shares
|
of
Ownership:
|
|
Seijin
Ki
|
105,000,000*
|
-0-
|
* Mr. Ki
beneficially owns shares standing in the name of Pelikin Group Inc., Mr. Ki is
an officer and director of Pelikin Group.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On July
31, 2009, the Company completed a common stock purchase agreement (the Pelikin
Agreement) whereby Pelikin Group acquired 5,000,000 common shares of the
Company’s common stock from Belmont Partners. Mr. Seijin Ki is a
director and officer of Pelikin Group, Inc. All of such shares are "restricted"
securities, as that term is defined by the Securities Act of 1933, as amended,
and are held by the officers and directors of the Company. (See "Principal
Stockholders".)
15
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The total
fees charged to the company for audit services were $9,500, for audit-related
services were $8,000, for tax services were $nil and for other services were
$1,500 during the year ended July 31, 2009.
The total
fees charged to the company for audit services were $14,000, for audit-related
services were $Nil, for tax services were $Nil and for other services were $Nil
during the year ended July 31, 2008.
PART
IV
The
following exhibits are included with this filing:
|
Exhibit
Number
|
Description | |
|
|
3(i)
|
Articles
of Incorporation
|
|
|
*
3(ii)
|
Bylaws
|
|
|
10.4
|
Pelikin
Agreement
|
|
|
10.5
|
Sinclair
Agreement
|
|
|
10.6
|
US
Patent Application
|
|
|
10.7
|
European
Patent
|
|
|
31.1
|
Sec.
302 Certification of CEO
|
|
|
31.2
|
Sec.
302 Certification of CFO
|
|
|
32
|
Sec.
906 Certification of CEO/CFO
|
----------
* Incorporated
by reference to our SB-2 Registration Statement filed on
1/11/07
SIGNATURES
In
accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
/s/ Seijin
Ki October
15, 2009
--------------------------------------- ---------------
Seijin Ki,
President &
Director Date
(Principal
Executive Officer, Principal
Financial
Officer, Principal Accounting
Officer)
16