Q BioMed Inc. - Quarter Report: 2015 May (Form 10-Q)

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission ("Commission").  While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, which are included in the Company's Form 10-K, most recently filed with the Commission on February 27, 2015.

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ISMO TECH SOLUTIONS, INC.

Condensed Balance Sheets

See Accompanying Notes to Financial Statements.

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ISMO TECH SOLUTIONS, INC.

Condensed Statements of Operations

(unaudited)

See Accompanying Notes to Financial Statements.

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ISMO TECH SOLUTIONS, INC.

Condensed Statements of Cash Flows

(unaudited)

See Accompanying Notes to Financial Statements.

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ISMO TECH SOLUTIONS, INC.

Notes to Condensed Financial Statements

(Unaudited)

Note 1 - Accounting policies and procedures

Basis of Presentation:

The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these condensed interim financial statements be read in conjunction with the financial statements of the Company for the year ended November 30, 2014 and notes thereto included in the Company’s annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim period are not indicative of annual results.

Use of estimates

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

Cash and cash equivalents

The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits.  For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.  There were no cash equivalents as of May 31, 2015 and November 30, 2014.

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of May 31, 2015 and November 30, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

FASB Accounting Standards Codification (ASC) 820 “Fair Value Measurements and Disclosures” (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

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ISMO TECH SOLUTIONS, INC.

Notes to Condensed Financial Statements

(Unaudited)

Note 1 - Accounting policies and procedures (continued)

Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market.  Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.

Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

Revenue recognition

The Company’s revenue recognition policies are in compliance with FASB ASC 605-35 “Revenue Recognition”.  Revenue is recognized when a formal arrangement exists, the price is fixed or determinable, all obligations have been performed pursuant to the terms of the formal arrangement and collectability is reasonably assured.  The Company recognizes revenues on sales of its services, based on the terms of the customer agreement.  The customer agreement takes the form of either a contract or a customer purchase order and each provides information with respect to the service being sold and the sales price.  If the customer agreement does not have specific delivery or customer acceptance terms, revenue is recognized at the time the service is provided to the customer.

Loss per share

Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”.  Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period.  Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company had no dilutive common stock equivalents, such as stock options or warrants as of May 31, 2015 and November 30, 2014.

Recent pronouncements

The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company.

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ISMO TECH SOLUTIONS, INC.

Notes to Condensed Financial Statements

(Unaudited)

Note 2 - Going concern

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company had an accumulated deficit of $50,532 as of May 31, 2015. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources.  The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital.  The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing.  There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

Note 3 - Prepaid services

On April 21, 2015, the Company entered into an Advisory Agreement, with Denis Corin, related party individual, pursuant to which the Company was obligated to issue 1,000,000 shares of its common stock for services estimated to be valued at $20,000.  In addition, upon the Company’s receipt of an aggregate of $1,000,000 dollars in investment, Mr. Corin will be paid a fee equal to $10,000 per month.  The $20,000 is being amortized over the two-year life of the Agreement.  As of May 31, 2015, the Company amortized and recorded as professional fees $1,083 of the prepaid services , leaving a balance of $18,917 in prepaid services.

Note 4 - Stockholders’ equity

The Company is authorized to issue up to 100,000,000 shares of its $0.001 par value common stock and up to 100,000,000 shares of its $0.001 par value preferred stock.

On April 21, 2015, the Company issued 1,000,000 shares of its common stock to a director for prepaid services valued at $20,000, pursuant to an Advisory Agreement.

As of May 31, 2015, there have been no other issuances of common stock.

Note 5 - Warrants and options

As of May 31, 2015, there were no warrants or options outstanding to acquire any additional shares of common stock.

Note 6- Related Party Transactions

Office space and services are provided without charge by an officer and director of the Company.  Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.

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ISMO TECH SOLUTIONS, INC.

Notes to Condensed Financial Statements

(Unaudited)

Note 7 - Subsequent Events

The Company’s Management has reviewed all material events through the date of this report in accordance with ASC 855-10.

On June 1, 2015, the Company elected Mr. William Rosenstadt to its board and appointed him as general counsel.  In exchange for such services for a one-year term, the Company agreed to pay Mr. Rosenstadt 150,000 shares of its common stock.

The Company engaged the law firm at which Mr. Rosenstadt is a partner to provide us with legal services. The Company is paying for these services for the first six months through the issuance to such law firm of 200,000 shares of its common stock. In addition, upon the Company’s receipt of an aggregate of $1,000,000 dollars in investment, Mr. Rosenstadt’s law firm will be paid a fee equal to $5,000 per month.  

On June 1, 2015, the Company entered into an Advisory Agreement with Mr. Ari Jatwes.  In exchange for Mr. Jatwes’s services, he will receive 250,000 restricted shares of common stock.  In addition, upon the Company’s receipt of an aggregate of $1,000,000 dollars in investment, Mr. Jatwes will be paid a fee equal to $5,000 per month.

On June 1, 2015, the Board of Directors of the Company determined it was in the best interest of the Company to establish a base of operations in the biomedical industry.  Resultantly, the Board of Directors has approved a change in the Company’s name from “ISMO Tech Solutions, Inc.” to “Q BioMed Inc.”  Additionally, the Board of Directors has approved a stock dividend whereby for every one share of common stock outstanding, shareholders will receive an additional 1.5 shares of common stock.  Any fractional shares that would exist as a result of this stock dividend will be rounded up to the nearest whole share.  The Company intends to enact this stock dividend by mid-July.

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Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operation

Forward-Looking Statements

This Quarterly Report contains forward-looking statements about our business, financial condition and prospects that reflect management’s assumptions and beliefs based on information currently available.  We can give no assurance that the expectations indicated by such forward-looking statements will be realized.  If any of our management’s assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, our actual results may differ materially from those indicated by the forward-looking statements.

The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.

There may be other risks and circumstances that management may be unable to predict.  When used in this Quarterly Report, words such as,  "believes,"  "expects," "intends,"  "plans,"  "anticipates,"  "estimates" and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

Overview

ISMO Tech Solutions, Inc. was incorporated in the State of Nevada on November 22, 2013.  We were formed with the goal of providing IT hardware, software and support solutions to businesses and households.  Through May 31, 2015, we generated no revenues and had no material operations related to this line of business.

During the quarter, our sole officer and director experienced severe health issues.  As a result, he began to seek outside assistance to direct the company.  On April 21, 2015, we entered into an Advisory Agreement with Denis Corin, pursuant to which he will assist us with (i) all business development activities, business planning and direction, (ii) the implementation of financial controls and systems, (iii) the negotiation of any business transactions, (iv) the preparation and filing of regulatory submissions and (v) the area of financing and capital structure.  

Additionally, on April 21, 2015, we appointed Denis Corin to our Board of Directors.   Mr. Corin is a management consultant. He has worked for large pharmaceutical (Novartis) and diagnostic instrumentation companies (Beckman Coulter) in their sales organizations responsible for sales in multi-product disciplines including pharmaceuticals and diagnostics and diagnostic automation equipment. After Novartis and Beckman Coulter, he served as Director of Investor Relations in the small-cap biotech arena at MIV Therapeutics Inc, a company specializing in next generation drug delivery and drug eluting cardiovascular stents. Mr. Corin served as an executive and on the board of directors of TapImmune Inc. from July 2009 to May 2012 He holds a Bachelors degree in Economics and Marketing, from the University of Natal, South Africa.

Results of Operation

Revenues

Since our incorporation to February 28, 2015, we did not generate any revenues.  Our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors’ report to the financial statements included in our most recent annual report.

Operating expenses

We incur various costs and expenses in the execution of our business. During the three month period ended May 31, 2015 total expenses were $3,798.  In comparison, total expenses were $4,569 during the quarter ended May 31, 2014.

In the six month period ended May 31, 2015, our total expenses were $11,982 compared with $12,438 in the comparable period ended May 31, 2014.

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Net loss

In the quarters ended May 31, 2015 and 2014, we incurred net losses of $3,798 and $4,569, respectively.  

Our net losses during the six month periods ended May 31, 2015 and 2014 were $11,982 and $12,438, respectively.

Liquidity and capital resources

As of May 31, 2015, we had $715 of cash on hand.  Since inception, we have financed all of our cash flow requirements with sales of common stock, including $25,000 to an officer and director and a public registered offering for $25,000 in cash.

In the future, we anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital.  There are no formal or informal agreements to attain such financing.  We cannot assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms.  

Although we established our web presence, we have not generated revenues as of May 31, 2015.  Thus, our management expects that we will experience net cash out-flows for at least the next 12 months, given the developmental nature of our business.  Our limited operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving business model, advancement of technology and the management of growth.  There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.  As such, our principal accountants have expressed substantial doubt about our ability to continue as a going concern because we have limited operations and have not fully commenced planned principal operations.  If our business fails, our investors may face a complete loss of their investment.

No development related expenses have been or will be paid to our affiliates.

We currently do not own any significant plant or equipment that we would seek to sell in the near future.  

Our management does not expect to incur research and development costs.

We have not paid for expenses on behalf of our directors.  Additionally, we believe that this fact shall not materially change.

We currently do not have any material contracts and or affiliations with third parties.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosure About Market Risks

This item is not applicable as we are currently considered a smaller reporting company.

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Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Principal Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the period covered by this Report. Based on that evaluation, it was concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure

However, we do not have an Audit Committee; our board of directors currently acts as our Audit Committee.  We do not have an independent director and our sole director is not considered a “Financial Expert,” within the meaning of Section 407 of the Sarbanes-Oxley Act.

Changes in internal controls over financial reporting  

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

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material legal proceedings.

Item 1A. Risk Factors

Our significant business risks are described in our annual report on Form 10-K filed on February 27, 2015, to which reference is made herein.

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

On April 21, 2015, we issued 1,000,000 shares of its common stock to a director for prepaid services valued at $20,000, pursuant to an Advisory Agreement.  This sale of stock did not involve any public offering, general advertising or solicitation.  At the time of the issuance, the purchaser had fair access to and was in possession of all available material information about our company.  Additionally, the purchaser represented his intent to acquire securities for his own account and not with a view to further distribute the shares.  The shares bear a restrictive transfer legend.  On the basis of these facts, we claim that the issuance of stock to this shareholder qualifies for the exemption from registration contained in Section 4(2) of the Securities Act of 1933, for transactions by an issuer, not involving a public offering.  

Item 3. Defaults Upon Senior Securities

None.

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Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

(1)

Incorporated by reference to the Registration Statement on Form S-1/A, previously filed with the SEC on March 17, 2014.

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SIGNATURES

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

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