OPIANT PHARMACEUTICALS, INC. - FORM 10-Q

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EX-32.2 - OPIANT PHARMACEUTICALS, INC.	ex32-2.htm
EX-31.2 - OPIANT PHARMACEUTICALS, INC.	ex31-2.htm
EX-31.1 - OPIANT PHARMACEUTICALS, INC.	ex31-1.htm
EX-32.1 - OPIANT PHARMACEUTICALS, INC.	ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2010

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________to _____________

Commission file number 333-139915

LIGHTLAKE THERAPEUTICS INC.
(Exact name of registrant as specified in its charter)

Nevada	N/A
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

54 Baker Street., 6th Floor	W1U 7BU
(Address of principal executive offices)	(Zip Code)

44-207-034-1943
(Registrant’s telephone number, including area code)


(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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

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,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o		Accelerated filer	o

Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes

APPLICABLE ONLY TO CORPORATE ISSUERS

The were 58,508,333 shares of Common Stock outstanding as of April 30, 2010:

Table of Contents

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION		Page

Item 1.	Financial Statements	3
	Independent Accountant's Compilation Report	3
	Balance Sheets as of April 30, 2010 and July 31, 2009	4
	Statements of Operations for the For the Three and Nine Months Ended April 30, 2010 and the Period From Inception (June 21, 2005) to April 30, 2010	5
	Statement of Changes in Stockholders' Equity (Deficit) For the Nine Months Ended April 30, 2010 and the Period from Inception (June 21, 2005) to April 30, 2010	6
	Statements of Cash Flows For the Three and Nine Months Ended April 30, 2010 and the period From Inception (June 21, 2005) to April 30, 2010	7
	Notes to Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	13

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults upon Senior Securities	13
Item 4.	Submission of Matters to a Vote of Security Holders	13
Item 5.	Other Information	13
Item 6.	Exhibits	14

Signatures		15

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

K Y A N W I L L I A M K R A U S

Certified Public Accountant

641 South Water Street

Kent, Ohio 44240

(330) 688-6372

INDEPENDENT ACCOUNTANT’S COMPILATION REPORT

To Dr. Roger Crystal

Chief Executive Officer,

Lightlake Therapeutics, Inc.

(formerly known as Madrona Ventures, Inc.)

(a Development Stage Enterprise)

I have compiled the accompanying Balance Sheets of Lightlake Therapeutics, Inc. (formerly known as Madrona Ventures, Inc.) (a Development Stage Enterprise) as of April 30, 2010 and July 31, 2009, and the related Statements of Operations, Shareholders’ Deficit, and Cash Flows for the three and nine months then ended, in accordance with the Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants.

A compilation is limited to presenting in the form of financial statements information that is the representation of management. I have not audited or reviewed the accompanying statements and accordingly, do not express an opinion or any other form of assurance on them.

Kyan W. Kraus, CPA.

June 3, 2010

Lightlake Therapeutics, Inc.

( Formerly Known as Madrona Ventures, Inc.)

( A Development Stage Enterprise)

Balance Sheet

April 30, 2010 and July 31, 2009

	April 30,			July 31,
Assets	2010			2009
Current assets
Cash and cash equivalents	$	1,993		$	290
Other current assets		-			-
Total current assets		1,993			290

Other assets
Patent and Patent Applications (Net of Accumulated Amortizaton)		20,079			-

Total assets	$	22,072		$	290

Liabilities and Shareholders' Deficit
Liabilities
Accounts payable and accrued liabilities	$	84,119		$	-
Accrued Salaries and wages		57,417		$	-
Due to related party		333,469			-
Total liabilities		475,005			-


Stockholders' equity (deficit)
Common stock; par value $0.001; 200,000,000 shares authorized;
58,508,333 shares issued and outstanding at April 30, 2010 and
6,525,000 shares issued and outstanding at July 31, 2009 (Pre-Split )		58,508			6,525
Additional paid-in capital		1,026,125			48,975
Treasury Shares		50,000			-
Accumulated deficit during the development stage		(1,587,566	)		(55,210	)
Total stockholders' deficit		(452,933	)		290
Total liabilities and stockholders' equity	$	22,072		$	290

The accompanying notes are an integral part of these financial statements.

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Lightlake Therapeutics, Inc.

( Formerly Known as Madrona Ventures, Inc.)

( A Development Stage Enterprise)

Statements of Operations

For the Three and Nine Months Ended April 30, 2010 and the Period From

Inception (June 21, 2005) to April 30, 2010

	For the						For the						From Inception
	Three Months Ended						Nine Months Ended						(June 21, 2005)
													to April 30,
	April 30, 2010			2009			April 30, 2010			2009			2010

Revenues	$	-		$	-		$	-		$	-		$	-

Operating expenses
General and administrative		217,369			4,317			1,532,356			13,009			1,591,714
Mineral interests		-			-			-			-			39,015
Total operating expenses		217,369			4,317			1,532,356			13,009			1,630,729

Income (loss) from operations		(217,369	)		(4,317	)		(1,532,356	)		(13,009	)		(1,630,729	)

Other income (expense)
Debt forgiveness		-			-			-			-			43,163
Total other income (expense)		-			-			-			-			43,163

Income (loss) before provision for income taxes		(217,369	)		(4,317	)		(1,532,356	)		(13,009	)		(1,587,566	)

Provision for income taxes		-			-			-			-			-

Net income (loss)	$	(217,369	)	$	(4,317	)	$	(1,532,356	)	$	(13,009	)	$	(1,587,566	)

Basic and fully diluted loss per common share:
Earnings (loss) per common share	$	(0.00	)	$	(0.00	)	$	(0.02	)	$	(0.00	)
Basic and fully diluted weighted average
common shares outstanding		95,719,711			6,525,000			95,719,711			6,525,000

The accompanying notes are an integral part of these financial statements.

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Lightlake Therapeutics, Inc.

( Formerly Known as Madrona Ventures, Inc.)

( A Development Stage Enterprise)

Statement of Changes in Stockholders' Equity (Deficit)

For the Nine Months Ended April 30, 2010 and

the Period from Inception (June 21, 2005) to April 30, 2010

												Deficit
							Additional					During the
	Common Stock						Paid In			Treasury		Development
	Shares			Amount			Capital			Stock		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

Forward Stock Split : 20 for 1		130,500,000		$	130,500		$	(130,500	)							-

Stock Issued for Services		300,000			300			-			-					300

Stock Issued for Acquisition of Patent		20,333,333			20,333			-			-					20,333

Returned to treasury		(100,000,000	)		(100,000	)		50,000			50,000					-

Stock for services		850,000			850			1,057,650								1,058,500

Net income (loss)													(1,532,356	)		(1,532,356	)

Balance at April 30, 2010		58,508,333		$	58,508		$	1,026,125		$	50,000	$	(1,587,566	)	$	(452,933	)

The accompanying notes are an integral part of these financial statements.

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Lightlake Therapeutics, Inc.

( Formerly Known as Madrona Ventures, Inc.)

(A Development Stage Enterprise)

Statements of Cash Flows

For the Three and Nine Months Ended April 30, 2010 and the period

From Inception (June 21, 2005) to April 30, 2010

	For the						For the						From Inception
	Three Months Ended						Nine Months Ended						(June 21, 2005)
	April 30,						April 30,						to April 30,
	2010			2009			2010			2009			2010

Cash Flows Provided (Used) By Operating Activities
Net income (loss)	$	(217,369	)	$	(4,317	)	$	(1,532,356	)	$	(13,009	)	$	(1,587,566	)
Adjustments to reconcile net income (loss) to net cash
provided from (used by) operating activities:
Amortization		254			-			254			-			254

Increase (decrease) in accounts payable		37,500			742			84,119			(1,303	)		84,119
Increase in accrued salaries and wages		11,250			-			57,417			-			57,417
Increase (decrease) in due to related party		168,100			3,488			333,469			14,106			333,469
Net cash provided from (used by) operating activities		(265	)		(87	)		(1,057,097	)		(206	)		(1,112,307	)

Cash Flows Provided (Used) By Investing Activities		-			-			-			-			-

Cash Flows Provided (Used) By Financing Activities
Issuance of common stock for services		-			-			1,058,800			-			1,058,800
Issuance of common stock for cash		-			-			-			-			55,500
Net cash provided from (used by) financing activities		-			-			1,058,800			-			1,114,300

Net increase (decrease) in cash and cash equivalents		(265	)		(87	)		1,703			(206	)		1,993
Cash and cash equivalents, beginning of period		2,258			87			290			206			-
Cash and cash equivalents, end of period	$	1,993		$	-		$	1,993		$	-		$	1,993

Supplemental disclosure
Interest paid during the period	$	-		$	-		$	-		$	-		$	-

Non-Cash Transactions
In August, 2009, the Company acquired a Patent and Patent Applications through the issuance of 20,333,000 Common shares.
In December, 2009, the Company cancelled 100,000,000 shares and returned to treasury.

The accompanying notes are an integral part of these financial statements.

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Lightlake Therapeutics, Inc.

(Formerly Known As Madrona Ventures, Inc.)

(A Development Stage Enterprise)

Notes to Financial Statements

April 30, 2010

1. Organization, Description of Business, and Basis of Accounting

Business Organization

Lightlake Therapeutics, Inc., (formerly known as Madrona Ventures, Inc.) (the Company) was originally incorporated in the State of Nevada on June 21, 2005. On September 16, 2009, the Company changed its’ name to Lightlake Therapeutics, Inc. 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

Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, pursuant to the rules and regulations of the Securities and Exchange Commission. All significant intercompany balances and transactions have been eliminated. These financial statements do not include all information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. It is recommended that these interim unaudited condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2009.

In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended April 30, 2010 are not necessarily indicative of the results which may be expected for any other interim periods or for the year ending July 31, 2010. 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 these estimates.

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. Patent and Patent Applications

On August 24, 2009, the Company acquired European Patent EP1681057B1 and U.S. Patent Application 11/031,534 through the issuance of 20,333,000 of its’ common stock. The coast associated with these patents are being depreciated on a straight line basis over a period of 20 years.

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Lightlake Therapeutics, Inc.

(Formerly Known As Madrona Ventures, Inc.)

(A Development Stage Enterprise)

Notes to Financial Statements

April 30, 2010

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. 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 200,000,000 common shares authorized at a par value of $0.001. At April 30, 2010 there were 58,508,333 shares issued and outstanding. The Company has no other classes of shares authorized for issuance.

At April 30, 2010, there were no outstanding stock options or warrants.

5. Common Stock Purchase Agreement

On October 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.

6. Income Taxes

The Company has net operating loss carry forwards 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 $229,853 and $18,800 at April 30, 2010 and July 31, 2009, respectively. At April 30, 2010 and July 31, 2009, the Company 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 carry forwards 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.

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Lightlake Therapeutics, Inc.

(Formerly Known As Madrona Ventures, Inc.)

(A Development Stage Enterprise)

Notes to Financial Statements

April 30, 2010

7. Related Party Transactions

The Company’s Director and former officer advanced funds to the Company for working capital needs in the amount of $ 333,469. The amounts were non-interest bearing, unsecured, with no stated terms or repayment.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD LOOKING STATEMENTS

Statements contained herein which are not historical facts are forward-looking statements as that term is defined by the Private Securities Litigation Reform Act of 1995. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. The Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Such risks and uncertainties include without limitation: established competitors who have substantially greater financial resources and operating histories, regulatory delays or denials, ability to compete as a start-up company in a highly competitive market and access to sources of capital.

The following discussion and analysis should be read in conjunction with our financial statements and notes thereto included elsewhere in this form 10-Q. Except for the historical information contained herein, the discussion in this form 10-Q contains certain forward-looking statements that involve risk and uncertainties, such as statements of plans, objectives, expectations and intentions. The cautionary statements made in this form 10-Q should be read as being applicable to all related forward-looking statements wherever they appear in this form 10-Q. The Company's actual results could differ materially from those discussed here.

The Company was incorporated in the State of Nevada on June 21, 2005 and on September 16, 2009, the Company changed its’ name to Lightlake Therapeutics, Inc. The Company’s fiscal year end is July 31 and is a development stage Company. Lightlake Therapeutics Inc. is a drug discovery company focusing on developing new and innovative solutions to obesity and eating disorders.

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 and will be continuing operations as a pharmaceutical company focusing on developing new and innovative solutions to obesity and eating disorders.

On August 24, 2009 the company acquired European Patent EP1681057B1 and U.S. Patent Application 11/031,534.

In November 2009 the clinical trial team in Helsinki, Finland was granted ethical approval to begin screening subjects for a future Phase II clinical trial under the direction of its trial coordinator Professor Hannu Eero Rafael Alho, Professor of Addiction Medicine, University of Helsinki. The Trial is being conducted in conjunction with the National Institute for Health and Welfare, in Helsinki, Finland.

The company has now been granted ethical approval to begin testing patients for the Phase II trial to be held at the National Institute for Health and Welfare, in Helsinki, Finland. Regulatory approval is awaited.

PLAN OF OPERATION

Our plan of operation for the next twelve months is to pursue the Phase II 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 Form 10-K) The safe and effective treatment is a proprietary patented pharmaceutical medicine-based behaviour program pioneered by Dr. David Sinclair.

We have not attained profitable operations and are dependent upon obtaining financing to pursue the Phase II clinical trials in Helsinki, Finland. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

LIQUIDITY AND CAPITAL RESOURCES

Our cash reserves are not sufficient to meet our obligations for the next twelve month period. As a result, we will need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We may also seek to obtain short-term loans from our directors, although no such arrangements have been made. At this time, we cannot provide investors with any assurance that we will be able to obtain sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing.

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RESULTS OF OPERATIONS

We did not earn any revenues during the three month period ending April 30, 2010 and have generated no revenues since inception. We have incurred operating expenses in the amount of $217,369 for the three month period ending April 30, 2010. For the same three month period ending April 30, 2009 our operating expenses was $4,317.

Our general and administrative expenses increased from $4,317 in the three month period ended April 30, 2009 to $217,369 in the three month period ended April 30, 2010. This increase occurred mainly due to operating expenses incurred by the clinical trial team in Helsinki, Finland. These expenses were connected to the process of subject selection for our upcoming trial. These expenses included salaries for research staff, nurses' salaries, office rental, regulatory consultancy fees, marketing costs and travel reimbursement for potential subjects. Additional expenses included our CEO’s salary, and the public relations firms, Only Connect Communications and Robin Morgan Media.

Our general and administrative expenses increased from $13,009 in the nine months ended April 30, 2009 to $1,532,356 in the nine month period ended April 30, 2010. This increase occurred mainly due to the issuance of 1,150,000 shares of the company’s common stock for compensation and services rendered during that period. In the nine month period ended April 30, 2010, Dr. Roger Crystal was issued 500,000 shares for compensation as the company’s Chief Executive Officer. In the same period, Mr. Robin Morgan of Robin Morgan Media Ltd. and Ms. Lisa Ter Haar of Only Connect Communications were issued 250,000 shares respectively, for creating and managing a communications plan on behalf of Lightlake Therapeutics Inc. related to the launch of the anti-obesity drug and treatment program devised by Dr. David Sinclair. They will also advise and manage aspects of the Company’s media relations/brand awareness programs. In that same period, Mr. Cedric Carton of CJC Brand Navigators was issued 33,334 shares, Mr. Cesare Leonardi of CJC Brand Navigators was issued 33,333 shares and Mr. Julian Stubbs of CJC Brand Navigators was issued 33,333 shares of the company’s common stock for services rendered. CJC Brand Navigators will devise a plan for the development and launch of the company’s proposed new anti-obesity drug. In that same period, Mr. Kyan Kraus was issued 50,000 shares of the company’s common stock for accounting services.

Our net loss for the three month period ending April 30, 2010 was $217,369 and our net loss from inception through April 30, 2010 was $1,587,566.

At April 30, 2010, we had assets of $22,072 and at the same date current liabilities of $475,005.

The following table provides selected financial data about our Company as at April 30, 2010 and January 31, 2010.

Balance Sheet Data:	4/30/10			1/31/10


Cash	$	1,993		$	2,258
Total assets	$	22,072		$	22,591
Total Liabilities	$	475,005		$	258,155
Shareholder's deficit	$	(452,993	)	$	(235,564	)

We have not attained profitable operations and are dependent upon obtaining financing to pursue the clinical trials in Helsinki, Finland. In their report on our audited financial statements as at July 31, 2009, our auditors raised substantial doubt about our ability to continue as a going concern unless we are able to raise additional capital and ultimately to generate profitable operations.

SIGNIFICANT ACCOUNTING POLICIES

It is suggested that these financial statements be read in conjunction with our July 31, 2009 audited financial statements and notes thereto, which can be found in our Form 10-K annual filing and amendments thereto, on the SEC website at www.sec.gov under our SEC File Number 333-139915.

Our significant accounting policies are as follows:

PATENT OWNERSHIP

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 Form 10-K) The safe and effective treatment is a proprietary patented pharmaceutical medicine-based behavior program pioneered by Dr. David Sinclair. The company plans to file and obtain the necessary requirements to conduct Phase II clinical trials in Helsinki, Finland. There is no guarantee that we will obtain the approval from the Finnish authorities to conduct the trials and the company will need to obtain the required financing if granted the approvals to conduct the trials. To date the company has not been granted the regulatory approval to conduct these trials.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting Company we are not required to provide the disclosure required by this item.

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Item 4. 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 accumulated and communicated to our management, including our principal executive and financial officer, 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.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter ended January 31, 2010 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

We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

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

There were no sales of unregistered securities during the period of this report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the period of this report.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the period covered by this report.

ITEM 5. OTHER INFORMATION

On December 1, 2009 Pelikin Group returned 100,000,000 common shares back to treasury.

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ITEM 6. EXHIBITS

The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our form SB-2 Registration Statement, filed under SEC File Number 333-146934, at the SEC website at www.sec.gov:

Exhibit Number		Description

3.1		Articles of Incorporation*
3.2		Bylaws*
31.1		Rule 13a-14(a)/14a-15(d) Certification
31.2		Rule 13a-14(a)/14a-15(d) Certification
32.1		Certification pursuant to 18 U.S.C. 1350
32.2		Certification pursuant to 18 U.S.C. 1350

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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.


Date: June 11, 2010	By:	/s/ Dr. Roger Crystal
		Name Dr. Roger Crystal
		Title Chief Executive Officer and President


Date: June 11, 2010	By:	/s/ Seijin Ki
		Name Seijin Ki
		Title Chief Financial Officer and Director

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