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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X]                  QUARTERLY REPORT PURSUANT TO SECTION 13
                 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended February 29, 2012

                                       OR

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

           For the transition period from __________ to ______________

                        Commission File Number 333-133347

                           PEPTIDE TECHNOLOGIES, INC.
                          ----------------------------
             (Exact name of registrant as specified in its charter)


            Nevada                                      98-0479983
-------------------------------                ------------------------------
State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization                       Identification No.)

    601 Union Street, Two Union Square, 42nd Floor, Seattle, Washington 98101
    -------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (206) 388-5498

Indicate by check mark whether the registrant (1) filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the past 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 [X]    No  [_]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files). Yes         No

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definition  of "large  accelerated  filer,"  "accelerated  filer"  and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Larger accelerated filer [_]                               Accelerated filer [_]
Non-accelerated filer [_]                          Smaller reporting company [X]

Indicate by check mark whether registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes [_]    No [X]


                                       1

Number of shares issued and outstanding of the registrant's class of common stock as of April 11, 2012: 141,043,000 shares of common stock The Company recognized $nil revenues during the quarter ended February 29, 2012. 2
PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Page ---- Interim Balance Sheets F-6 Interim Statements of Loss and Comprehensive Loss F-7 Interim Statements of Cash Flows F-8 Interim Statement of Changes in Stockholders' Deficiency F-9 Notes to Interim Financial Statements F-10 to F-14 Item 2. Management's Discussion and Analysis or Plan of Operations 15 Item 3. Quantitative and Qualitative Disclosure about Market Risk 20 Item 4. Controls and Procedures 20 PART II - OTHER INFORMATION Item 1. Legal Proceedings 21 Item 1A. Risk Factors - Not Applicable Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21 Item 3. Defaults upon Senior Securities - Not Applicable 21 Item 4. Mine Safety Disclosures - Not Applicable 21 Item 5. Other Information 21 Item 6. Exhibits 21 SIGNATURES 22 3
PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS PEPTIDE TECHNOLOGIES, INC. (A Development Stage Company) INTERIM FINANCIAL STATEMENTS (Expressed in U.S. Dollars) (Unaudited) FEBRUARY 29, 2012 Financial Statements Page Interim Balance Sheets F-6 Interim Statements of Loss and Comprehensive Loss F-7 Interim Statements of Cash Flows F-8 Interim Statement of Changes in Stockholders' Deficiency F-9 Notes to Interim Financial Statements F-10 to F-14 F-4
PEPTIDE TECHNOLOGIES, INC. (A Development Stage Company) Interim Financial Statements (Expressed in U.S. Dollars) (Unaudited) February 29, 2012 F-5
PEPTIDE TECHNOLOGIES, INC. (A Development Stage Company) INTERIM BALANCE SHEETS ---------------------- February 29, November 30, 2012 2011 (Unaudited) (Audited) ASSETS ------ Current Assets Cash and cash equivalents $ 6,444 $ 1656 Prepaid expenses 178 127 -------------------------------------- Total Current Assets 6,622 1,783 Intangible assets and intellectual property (Note 6) 45,000 75,000 -------------------------------------- TOTAL ASSETS $ 51,622 $ 76,783 ------------ ========================================= LIABILITIES AND STOCKHOLDERS' DEFICIENCY ------------------------------------------ LIABILITIES ----------- Current Liabilities Accounts payable and accrued liabilities (Note 3) $ 266,664 $ 138,910 Note payable (Note 4) 62,436 60,213 -------------------------------------- Total Current Liabilities 329,100 199,123 -------------------------------------- STOCKHOLDERS' (DEFICIENCY) ------------------------- Capital Stock (Note 7) Authorized: 675,000,000 common shares, par value $0.001 per share Common shares issued and outstanding: 141,043,000 and 171,023,000 at February 29, 2012 and November 30, 2011, respectively 141,043 171,023 Additional paid-in capital 70,245 50,265 Accumulated other comprehensive income - 694 Accumulated deficit (105,837) (105,837) Accumulated deficit during development stage (382,929) (238,485) -------------------------------------- Total Stockholders' Deficiency (277,478) (122,340) -------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 51,622 $ 76,783 ------------------------------------------------ ========================================= The accompanying notes are an integral part of these statements. F-6
PEPTIDE TECHNOLOGIES, INC. (A Development Stage Company) INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS ------------------------------------------------- (Unaudited) For the For the Cumulative Amounts three-month three-month from re-entering of period ended period ended development stage February 29, February 28, on June 26, 2010 to 2012 2011 February 29, 2012 -------------------------------------------------------------- Expenses Consulting $ 120,000 $ - $ 225,975 Office and administration 947 394 7,396 Professional fees 21,989 8,991 88,803 Supplies and materials - - 59,130 -------------------------------------------------------------- 142,936 9,385 381,304 -------------------------------------------------------------- Net Loss before Other Item (142,936) (9,385) (381,304) -------------------------------------------------------------- Other Item Foreign exchange gain (loss) (837) 333 (837) Interest expense (Note 4) (671) - (788) -------------------------------------------------------------- Net Loss For The Period (144,444) (9,052) (382,929) ============================================================== Other Comprehensive Loss Foreign currency translation adjustment (694) (333) (333) -------------------------------------------------------------- Comprehensive Loss For the Period $ (145,138) $ (9,385) $ (383,262) ============================================================== Loss per share from continuing operations - Basic and diluted $ (0.00) $ (0.00) Loss per share from discontinued operations - Basic and diluted $ (0.00) $ (0.00) ==================================== Weighted Average Number of Shares Outstanding 147,956,517 96,000,000 ==================================== The accompanying notes are an integral part of these statements. F-7
PEPTIDE TECHNOLOGIES, INC. (A Development Stage Company) INTERIM STATEMENTS OF CASH FLOWS (Unaudited) For the Cumulative from For the three-month re-entering of three-month period ended development stage on period ended February 28, June 26, 2010 to February 29, 2012 2011 February 29, 2012 Cash Flows used in Operating Net loss $ (144,444) $ (9,052) $ (382,929) Adjustments for non-cash items: Accrued interest 671 - 788 Foreign exchange loss 1,552 - 1,552 Changes in operating assets and liabilities Prepaid expenses (51) - 2,532 Accounts payable and accrued liabilities 127,754 5,334 265,914 ----------------------------------------------------------------------- Net Cash Used in Operating Activities (14,518) (3,718) (112,143) ======================================================================= Cash Flows From Financing Activities Issuance of common shares 20,000 - 43,000 Increase in note payable - - 44,096 Contribution by related party - - 27,288 ----------------------------------------------------------------------- Net Cash Provided by Financing Activities 20,000 - 114,384 ======================================================================= Decrease in Cash during the Period 5,482 (3,718) 2,241 Effect of Exchange Rate Changes on Cash (694) (333) (333) Cash, Beginning of Period 1,656 6,090 4,536 ----------------------------------------------------------------------- Cash, End of Period $ 6,444 $ 2,039 $ 6,444 ======================================================================= Supplemental Disclosure of Cash Flow Information Cash paid for: Interest $ - $ - $ - Income taxes $ - $ - $ - The accompanying notes are an integral part of these statements. F-8
PEPTIDE TECHNOLOGIES, INC. (A Development Stage Company) INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY) ------------------------------------------------------ For the Period from November 30, 2009 through February 29, 2012 (Unaudited) CAPITAL STOCK ACCUMULATED ------------------------------------------- ADDITIONAL DEFICIT DURING ACCUMULATED PAID-IN ACCUMULATED DEVELOPMENT COMPREHENSIVE SHARES AMOUNT CAPITAL DEFICIT STAGE INCOME (LOSS) TOTAL ----------------------------------------------------------------------------------------------------- Balance, November 30, 2009 96,000,000 $ 96,000 $ - $ (104,786) $ - $ 312 $ (8,474) Common shares issued - cash ($0.004 per share)(Note 7) 120,000,000) 120,000 - (104,000) - - 16,000 Common shares cancelled (120,000,000) (120,000) 104,000 (16,000) Contribution by related party (Note 5) - - 13,000 - - - 13,000 Foreign currency translation adjustment - - - - - 21 21 Net loss for the period - - - (1,051) (26,339) - (27,390) ----------------------------------------------------------------------------------------------------- Balance, November 30, 2010 96,000,000 96,000 13,000 (105,837) (26,339) 333 (22,843) ----------------------------------------------------------------------------------------------------- Common shares issued for property (Note 6 and 7) 75,000,000 75,000 - - - - 75,000 Common shares issued for cash (Note 7) 23,000 23 22,977 - - - 23,000 Contribution by related party (Note 5) - - 14,288 - - - 14,288 Foreign currency translation adjustment - - - - - 361 361 Net loss for the period - - - - (212,146) - (212,146) ----------------------------------------------------------------------------------------------------- Balance November 30, 2011 171,023,000 171,023 50,265 (105,837) (238,485) 694 (122,340) ----------------------------------------------------------------------------------------------------- Common shares cancelled for property (Note 6 and 7) (30,000,000) (30,000) - - - - (30,000) Common shares issued for cash (Note 7) 20,000 20 19,980 - - - 20,000 Foreign currency translation adjustment - - - - - (694) (694) Net loss for the period - - - - (144,444) - (144,444) ----------------------------------------------------------------------------------------------------- Balance, February 29, 2012 141,043,000 $ 141,043 $ 70,245 $ (105,837) $ (382,929) $ - $ (277,478) ==================================================================================================================================== The accompanying notes are an integral part of these statements. F-9
PEPTIDE TECHNOLOGIES, INC. (A Development stage Company) NOTES TO INTERIM FINANCIAL STATEMENTS February 29, 2012 (Unaudited) 1. NATURE AND CONTINUANCE OF OPERATIONS a) Organization PEPTIDE TECHNOLOGIES, INC. (the "Company") was incorporated in the State of Nevada, United States of America, on November 18, 2005. On July 29, 2010, the Company's name was changed from Online Originals, Inc. to CREEnergy Corporation. Effective October 12, 2011, the Company's name was changed from CREEnergy Corporation to Peptide Technologies, Inc. The Company's yearend is November 30. b) Nature of Operations and Change in Business Since the date of inception on November 18, 2005, the Company's business plan was to develop a membership-based website art gallery/auction house specifically focused on displaying and selling original artwork. The Company changed its status from a development stage company to an operating company on November 30, 2009. Management realized that the results of operations from the sale of artwork lacks luster and decided to change the Company's business focus and plan for other strategic opportunities and discontinued the sale of artwork with effect from June 25, 2010. Effective June 26, 2010, the Company became a development stage company focusing on new business. c) Unaudited Statements While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Except as disclosed below, these interim financial statements follow the same accounting policies and methods of their application as the Company's audited November 30, 2011 annual financial statements. It is suggested that these interim financial statements be read in conjunction with the Company's audited financial statements for the year ended November 30, 2011, included in the annual report previously filed with the Securities and Exchange Commission on Form 10-K. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. The information as of November 30, 2011 is taken from the audited financial statements as of that date. d) Basis of Presentation The accompanying interim financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates the continuation of the Company as a going concern. However, the Company has negative working capital at February 29, 2012 and has losses to date of approximately $489,000. These matters raise substantial doubt about its ability to continue as a going concern. In view of these matters, realization of certain of the assets in the accompanying interim balance sheet is dependent upon its ability to meet its financing requirements, raise additional capital, and the success of its future operations. There is no assurance that future capital raising plans will be successful in obtaining sufficient funds to assure its eventual profitability. Management is actively seeking to add new products and/or services in order to show profitability. To date, due to the continued economic F-10
PEPTIDE TECHNOLOGIES, INC. (A Development stage Company) NOTES TO INTERIM FINANCIAL STATEMENTS February 29, 2012 (Unaudited) conditions, they have not yet been able to find products and services that would contribute to their business. We believe that actions planned and presently being taken to revise its operating and financial requirements will provide the opportunity for the Company to continue as a going concern. The interim financial statements do not include any adjustments that might result from these uncertainties. 2. RECENT ACCOUNTING PRONOUNCEMENTS In December 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-12, "Comprehensive Income". This update amends certain pending paragraphs in ASU No. 2011-05 "Presentation of Comprehensive Income", to effectively defer only those changes that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income for annual and interim financial statements for public, private, and non-profit entities. In September 2011, the FASB issued ASU No. 2011-08, "Intangibles - Goodwill and Other" which allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. ASU No. 2011-08 will be effective for the Company in fiscal 2013, with early adoption permitted. The Company does not expect the adoption of this update will have a material effect on its financial statements. In June 2011, the FASB issued ASU No. 2011-05, "Presentation of Comprehensive Income". This update presents an entity with the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. As ASU No. 2011-05 relates only to the presentation of Comprehensive Income, the Company does not expect that the adoption of this update will have a material effect on its financial statements. In May 2011, the FASB issued ASU No. 2011-04, "Fair Value Measurement" to amend the accounting and disclosure requirements on fair value measurements. This ASU limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts. Additionally, this update expands the disclosure on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable inputs. ASU No. 2011-04 is to be applied prospectively and is effective during interim and annual periods beginning after December 15, 2011. The Company does not expect the adoption of this update will have a material effect on its financial statements. In January 2010, the FASB issued ASU No. 2010-06, "Improving Disclosures about Fair Value Measurements". This update requires additional disclosure within the roll forward of activity for assets and liabilities measured at fair value on a recurring basis, including transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy and the separate presentation of purchases, sales, issuances and settlements of assets and liabilities within Level 3 of the fair value hierarchy. In addition, the update requires F-11
PEPTIDE TECHNOLOGIES, INC. (A Development stage Company) NOTES TO INTERIM FINANCIAL STATEMENTS February 29, 2012 (Unaudited) enhanced disclosures of the valuation techniques and inputs used in the fair value measurements within Levels 2 and 3. The new disclosure requirements are effective for interim and annual periods beginning December 15, 2009, except for the disclosure of purchases, sales, issuances and settlements of Level 3 measurements. Those disclosures are effective for fiscal years beginning after December 15, 2011. The Company does not expect that the adoption of this update will have a material effect on its financial statements. 3. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year. 4. NOTE PAYABLE February 29, November 30, 2012 2011 (Audited) During the year ended November 30, 2010, Fotoview Inc. ("Fotoview") issued a loan of $16,000 to a former director of the Company to purchase 120,000,000 restricted common shares of the Company. Upon the director's resignation, the 120,000,00 common shares were cancelled and the Company assumed the loan payable to Fotoview. The loan is unsecured, bears no interest, and has no fixed terms of repayment. $ 16,000 $ 16,000 On September 21, 2011, PSI Services ("PSI") issued a loan of $500 to the Company. The loan is unsecured, bears no interest, and has no fixed terms of repayment. 500 500 On November 13, 2011, PSI Services ("PSI") issued a loan of $43,596 to the Company. The loan is unsecured and bears interest at a rate of 6% per annum. The loan payable to PSI as at February 29, 2012 consists of principal of $45,148 (CAD $45,000) (November 30, 2011 - $43,596 CAD $45,000)) and accrued interest of $788 (November 30, 2011 - $117). 45,936 43,713 ---------------- ----------------- $ 62,436 $ 60,213 ---------------- ----------------- 5. RELATED PARTY TRANSACTIONS During the three month period ended February 29, 2012, a director and shareholder of the Company made cash contribution in the amount of $Nil (February 28, 2011 - $Nil, Cumulative - $27,288). 6. INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY On August 23, 2011, the Company entered into an agreement (the "Asset Purchase Agreement") with unrelated parties that subsequently became directors of the Company to acquire intangible assets and intellectual property known as the Peptide Technology Platforms (the "Platforms") in exchange for 75,000,000 common shares of the Company (issued on August 23, 2011). On December 21, 2011, the Company entered into an amended agreement amending the Asset Purchase Agreement was dated August 23, 2011 (the "Amended Asset Purchase Agreement") and, as a result, a total of 30,000,000 common shares were returned to treasury and cancelled (Note 7) in exchange for payment of half of the one percent of all gross monies received by the Company from revenue produced from products derived from the use of all the formulae listed in the Assets Purchase Agreement. In addition, a monthly stipend of CAD $15,000 per month is to be paid commencing from receipt of monies from the first contract signed to purchase products derived from the use of the formulae for a period of five years from the date of the Amended Asset Purchase Agreement. The Platforms includes but are not limited to the following: i. Proteomic research platforms which include proprietary solid phase media side-chain protected peptide array synthesis; F-12
PEPTIDE TECHNOLOGIES, INC. (A Development stage Company) NOTES TO INTERIM FINANCIAL STATEMENTS February 29, 2012 (Unaudited) ii. Peptide libraries; iii. Combination design techniques; iv. Peptide molecule modifications; v. A proprietary genetic algorithm that designs peptides for goodness to fit to a target; and vi. Proprietary and patented application platforms, including a viral vector gene therapy and epitode-mapping based vaccine development. 7. CAPITAL STOCK Authorized The Company's authorized common stock consists of 675,000,000 shares of common stock with a par value of $0.001 per share. On August 10, 2010, the Company increased the number of authorized share capital from 75,000,000 shares of common stock to 675,000,000 shares of common stock with the same par value of $0.001 per share. Issued and outstanding On June 2, 2010, and effective August 10, 2010, the directors of the Company approved a forward split of the common stock of the Company on a basis of 30 new common shares for 1 old common share. As a result of the forward stock split, 208,800,000 additional shares were issued. Capital and additional paid-in capital have been adjusted accordingly. When adjusted retroactively, there was an $119,501 shortage of additional paid-in capital; thus an adjustment to accumulated deficit of $104,000 was recorded on May 21, 2010 (the date of issuance of 120,000,000 shares) and $15,501 to the beginning balance. The interim financial statements contained herein reflect the appropriate values for capital stock and accumulated deficit. Unless otherwise noted, all references in the accompanying interim financial statements to the number of common shares and per share amounts have been retroactively restated to reflect the forward stock split. The total issued and outstanding capital stock is 141,043,000 common shares with a par value of $0.001 per common share. The Company's common stock issuances to date are as follows: a) On November 18, 2005, 54,000,000 shares of the Company's common stock were issued to a former director and officer of the Company for cash proceeds of $18,000. b) On November 28, 2005, 21,000,000 shares of the Company's common stock were issued to a former director and officer of the company for cash proceeds of $7,000. c) On July 21, 2006, the Company completed a public offering and issued 21,000,000 shares of the Company's common stock for cash totalling $70,000. The Company incurred offering costs of $14,501 related to this offering, resulting in net proceeds of $55,499. d) On May 21, 2010, 120,000,000 shares of the Company's restricted common stock, valued at $16,000, were issued to a former director and officer of the Company. On October 29, 2010, the 120,000,000 restricted common shares of the Company previously issued to a former director and officer of the Company were returned to treasury for no consideration. The shares were cancelled on November 2, 2010. e) On August 23, 2011, the Company issued 75,000,000 shares of its restricted common stock in exchange for intangible assets and intellectual property. On December 21, 2011, a total of 30,000,000 common shares were returned to treasury and cancelled. (Note 6). f) During October and November 2011, 23,000 shares of the Company's common stock were issued for cash proceeds of $23,000. F-13
PEPTIDE TECHNOLOGIES, INC. (A Development stage Company) NOTES TO INTERIM FINANCIAL STATEMENTS February 29, 2012 (Unaudited) g) During January 2012, 20,000 shares of the Company's common stock were issued for cash proceeds of $20,000. 8. INCOME TAXES The Company is subject to foreign and domestic income taxes. The Company has had no income, and therefore has paid no income tax. Deferred income taxes arise from temporary timing differences in the recognition of income and expenses for financial reporting and tax purposes. The Company's deferred tax assets consist entirely of the benefit from net operating loss ("NOL") carry-forwards. The NOL carry forwards expire in various years through 2032. The Company's deferred tax assets are offset by a valuation allowance due to the uncertainty of the realization of the NOL carry-forwards. NOL carry-forwards may be further limited by a change in company ownership and other provisions of the tax laws. The Company's deferred tax assets, valuation allowance, and change in valuation allowance are as follows: Period Ending Estimated Estimated Change in Effect of NOL NOL Tax Benefit Valuation Valuation change in Net Tax Carry-forward Expires from NOL Allowance Allowance tax rate Benefit November 30, 2011 328,821 2031 115,087 (115,087) (74,251) - - February 29, 2012 473,265 2032 165,643 (165,643) (50,556) - - Income taxes at the statutory rate are reconciled to the Company's actual income taxes as follows: February 28, 2012 November 30, 2011 Income tax benefit at statutory rate resulting from net operating loss carry forward (35%) (35%) Deferred income tax valuation allowance 35% 35% -------------------- ---------------------- Actual tax rate 0% 0% ==================== ====================== 9. CONTINGENCY On November 22, 2010, the Company was served with a claim filed by a former director and officer of the Company. The claim alleges that the former director and officer of the Company suffered losses and damages as a result of the failure of the Company in providing him with corporate documents and implementing a change of the board of directors. The Company has retained legal counsel to address the claim. On December 8, 2010, the Company filed a Statement of Defense requesting that the claim be dismissed. In the opinion of management, this claim is without merit and the Company intends to defend this claim vigorously. As a loss is not deemed probable, no accruals have been made as of February 29, 2012. 10. SUBSEQUENT EVENTS There are no reportable events during the period from the three month period ended February 29, 2012 to the date the interim financial statements are available to be issued on April 11, 2012. F-14
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS The following discussion should be read in conjunction with our unaudited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic, and competitive, uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by or on our behalf. We disclaim any obligation to update forward-looking statements. The following discussion of the plan of operation, financial condition, results of operations, cash flows and changes in financial position of our Company should be read in conjunction with our most recent financial statements and notes appearing elsewhere in this Quarterly Report on Form 10-Q, and our Annual Report on Form 10-K filed on February 28, 2012. The independent registered public accounting firms' reports on the Company's financial statements as of November 30, 2011, and for each of the years in the two-year period then ended; include a "going concern" explanatory paragraph that describes substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to the factors prompting the explanatory paragraph are discussed below and also in Note 1 to the unaudited quarterly financial statements. Discontinued Operations and New Developments Since inception, the Company's business plan was to develop a membership based website art gallery/auction house specifically focused on displaying and selling original artwork. The Company changed its status from a development stage company to an operating company on November 30, 2009. Management realized that the results of operations from the sale of artwork was lack-luster, and it was decided to change the Company's business focus and plan for other strategic opportunities and discontinued the sale of artwork to be effective June 25, 2010. Effective June 26, 2010, the Company started to focus on a new business development. On July 29, 2010, the Company's name changed from Online Originals, Inc. to CREEnergy Corporation. The name change was intended to convey a sense of the Company's new business focus as it looked to pursue other opportunities. Specifically, the Company intended to obtain leases for the exploration and production of oil and gas in northern Canada and the United States. These objectives have not been realized and the Company has abandoned its efforts in this area. On August 23, 2011, the Company entered into an Asset Purchase Agreement in which the Company, in exchange for 75,000,000 shares of the Company's restricted common stock, will receive all rights and title to proprietary technologies and formulas involving the application of specialty peptides. On December 21, 2011 the Asset Purchase Agreement was amended and 30,000,000 of the 75,000,000 shares issued were returned to treasury. Having done this, the Company has changed its business focus from obtaining leases for the exploration and production of oil and gas in areas of northern Alberta, Canada, to the manufacturing and distribution of natural peptide solutions to combat the economic burden caused by the zebra and quagga mussels to the hydropower electricity industry. Principal Products and Services ------------------------------- The Company intends to develop and provide a sustainable natural solution that addresses the economic burdens caused by the zebra and quagga mussels, without harming other organisms or depleting a segment of the natural food chain. Business of Issuer Peptide Technologies, Inc. is a development stage company that is engaged in the development and manufacture of environmentally safe peptide-based products used to combat the rapidly growing problems caused by the quagga and zebra mussel infestation in U.S. and Canadian waters. The Company specializes in the development of peptide formulas which may be added to a specific coating product and applied to substrates, creating a surface which is uninhabitable by the quagga and zebra mussels. The advantages of our peptide formulas are (1) they are 100% safe to humans; (2) they will not kill the mussels which are now an integral part of the food chain, the disruption of which would be an environmental unknown; and (3) they are organic and eco-environmentally friendly. 15
Background The zebra mussel (Dreissena polymorpha) and its cousin, the quagga mussel (Dreissena rostriformis bugensis), are small bivalve mollusks with two matching half shells, having an average life span of 3 to 5 years. Zebra mussels are native to the Black, Caspian, and Azov Seas, dating back to 1769. By the late 18th and early 19th centuries, zebra mussels had spread to most all major drainages of Europe because of widespread construction of canal systems. They first appeared in Great Britain in 1824, where they are now well established. Since then, zebra mussels have expanded their range into Denmark, Sweden, Finland, Ireland, Italy, and the rest of Western Europe. Zebra mussels were first discovered in North America in 1988 in the Great Lakes. The first account of an established population came from Canadian waters of Lake St. Clair, a water body connecting Lake Huron and Lake Erie. By 1990, zebra mussels had been found in all the Great Lakes. The following year, zebra mussels escaped the Great Lakes basin and found their way into the Illinois and Hudson rivers. The Illinois River was the key to their introduction into the Mississippi River drainage which covers over 1.2 million square miles. Since its introduction, the zebra mussel has spread to 23 states in America and two Canadian provinces. The quagga mussel is indigenous to the Dneiper River drainage of Ukraine and Ponto-Caspian Sea. It was discovered in the Bug River in 1890 by Andrusov, who named the species in 1897. The quagga mussel was first sighted in the Great Lakes in September 1989, when one was found near Port Colborne, Lake Erie, though the recognition of the quagga type as a distinct species was not until 1991. In August 1991, a mussel with a different genotype was found in a random zebra mussel sample from the Erie Canal near Palmyra, New York, and after confirmation that this mussel was not a variety of Dreissena polymorpha, the new species was named "quagga mussel" after the "quagga", an extinct African relative of the zebra. The first sighting of quagga mussels outside the Great Lakes basin was made in the Mississippi River between St. Louis, Missouri and Alton, Illinois in 1995. In January 2007, populations of quagga mussels were discovered in Lake Mead near Boulder City, Nevada, and in Lake Havasu and Lake Mohave on the California/Arizona border. The quagga mussel is a prolific breeder, possibly contributing to its spread and abundance. Dreissena are dioecious (either male or female) with external fertilization. A fully mature female mussel is capable of producing up to one million eggs per year. After fertilization, pelagic microscopic larvae, or veligers, develop within a few days and these veligers soon acquire minute bivalve shells. Free-swimming veligers drift with the currents for three to four weeks feeding by their hair-like cilia while trying to locate suitable substrata to settle and secure byssal threads. Zebra and quagga mussels accumulate organic pollutants within their tissues to levels more than 300,000 times greater than concentrations in the environment and these pollutants are found in their pseudofeces, which can be passed up the food chain, therefore increasing wildlife exposure to organic pollutants (Snyder et al., 1997). Another major threat involves the fouling of native freshwater mussels. Since quaggas were discovered in Lake Michigan in 1998, plankton rings formed by the passage of storms have been eaten away by the quagga mussels, threatening the local ecosystem. Numerous pipelines, filter screens, hydroelectric turbines and pumping stations, irrigation tunnels, canals and aqueducts are becoming clogged with quagga and zebra mussels, and this proliferation and dispersion of mussel populations threatens to impact reclamation operations and multiple dams across North America, resulting in the interruption of hydropower and water delivery at significant economic costs. Of particular concern is the blockage of water lines designed to cool the hydropower turbines at dams like Hoover. The quagga mussels, which grow to about 1.5 inches, are clogging water lines that are used to cool the 17 massive hydropower turbines at Hoover Dam and have already forced dam operators to temporarily shut down turbines that supply electricity to 1.6 million people in southern Nevada, Arizona and California. The mussels have caused similar problems at the downstream Davis Dam in Lake Mohave and Parker Dam in Lake Havasu, both of which provide electricity for thousands of people in Arizona and California. The mussels have also threatened to clog water intake lines in Lake Mead operated by the Southern Nevada Water System that supply water to more than 2 million people in the Las Vegas area. What took decades to unfold in the Great Lakes has played out in a matter of months in Lake Mead. Quaggas can lay eggs six or seven times a year in the warmer water, compared with once or twice a year in the Great Lakes. If you drained Lake Mead above Hoover Dam, says National Park Service biologist Bryan Moore, it would reveal that brown canyon walls that were mussel-free just two years ago are now black with quaggas at densities of up to 55,000 per square meter. The Bureau of Reclamation, which operates the Hoover, Davis and Parker dams, has employed divers with high-pressure water hoses to blow mussels out of pipelines and filter gates, and the agency retains the option of using chlorine treatments on the mussels if necessary. But those treatments are expensive, temporary and, in the case of chlorine, can have negative environmental effects. 16
Colonization of the Columbia River Basin (CRB)in the Pacific Northwest by zebra and quagga mussel could affect all submerged components and conduits of the Federal Columbia River Power System (FCRPS) including trash racks, raw water distribution systems (headers), turbine bearing cooling systems, diffuser plates, service and fire-water systems, and fish passage facilities. Despite the uncertainty about zebra and quagga mussel tolerance to water velocity, irregularities such as cracks and crevices and scaling in older pipes and flanges can provide lower velocity refugia where zebra and quagga mussel settlement can occur. The attached mussels, in turn, then produce additional low flow refuges, allowing colonization in otherwise inhospitable flow environments. Settlement can also occur when water flow is reduced during generation down-time as conditions become more conducive to attachment. Zebra and quagga mussel densities within the CRB could vary widely depending on water chemistry, food availability, and breeding population. After their initial introduction, zebra mussel populations can rapidly increase by orders of magnitude, and then similarly decrease. Under ideal conditions in the Laurentian Great Lakes zebra mussel densities reach 700,000 - 800,000 per square meter (Kovalak et al, 1993). In the lower Mississippi River, where the zebra mussel has been introduced, densities of 400,000 per square meter have been reported (Kraft, 1995). The Mississippi has an ideal environment for zebra and quagga mussels, in part because food resources are abundant (Kraft, 1995). While Columbia River water quality parameters are favorable to zebra and quagga mussel colonization (Athearn 1999), the Columbia River's lower plankton densities in comparison to the Mississippi or Great Lakes, may limit zebra and quagga mussel population densities. Densities of zebra and quagga mussels in the Pacific Northwest will determine the severity of impacts on hydropower, navigation, and fish passage facilities. Zebra mussel densities in powerhouses will depend on the configuration of the water systems and water conduit materials. The potential economic impacts of zebra and quagga mussels on hydropower generation facilities in the Columbia River will be determined by a number of factors including density, growth rate, and maintenance costs. While density and growth are affected by environmental factors as noted above, maintenance costs will also be driven by the difficulty in accessing fouled areas, the methods available for removal and control, and the amount of time available for maintenance activities. They prefer to cling to flat, stainless steel structures where water flows less than 6 feet per second. The muscles infestation sets in and begins to clog hydroelectric power cooling pipes and other hardware in the dams' operations with quagga colonies. Not only do they pose a threat to the cooling pipe system for hydroelectric turbines, but also to the network that supplies domestic water for workers and visitors at the dams. Economic Impacts: o Hydroelectric Dams and Nuclear Power Plants There are more than 85,000 dams in the United States alone, of which approximately 11% are federally owned and operated. The major concern is the blockage of water lines designed to cool the hydropower turbines at dams like Hoover. This problem has already caused a "significant increase in the frequency of high temperature alarms in cooling systems, requiring shutdowns" so that the mussels could be removed. Quagga The quagga mussels, which grow to about 1.5 inches, are clogging water lines that are used to cool the 17 massive hydropower turbines at Hoover Dam and have already forced dam operators to temporarily shut down turbines that supply electricity to 1.6 million people in southern Nevada, Arizona and California. The mussels have caused similar problems at the downstream Davis Dam in Lake Mohave and Parker Dam in Lake Havasu, both of which provide electricity for thousands of people in Arizona and California. The mussels have also threatened to clog water intake lines in Lake Mead operated by the Southern Nevada Water System that supply water to more than 2 million people in the Las Vegas area. Maintenance costs will also be driven by the difficulty in accessing fouled areas, the methods available for removal and control, and the amount of time available for maintenance activities. It has been estimated that hundreds of millions of dollars is spent annually to combat the mussel infestation at hydroelectric dams alone, and it is expected that this amount will increase exponentially once the infestation has spread to the West. 17
Virtually any submerged area with a moderate flow rate that draws water from an infested water source is vulnerable to colonization. This is especially true of areas that offer protection to small mussels, such as crevices or seams. Intake screens, for example, are common settlement areas and are often coated with clumps or druses of mussels. The presence of dislodged shells in the discharge of a facility's raw well or forbay is a common first indicator of the presence of zebra mussels in the raw water main. Facilities may also experience a noticeable decrease in head pressure. Most facilities have numerous components subject to severe biofouling, o Shipping Industry The shipping industry worldwide spends huge amounts every year combating the effects of "fouling". Every year or two, ocean going vessels must dry-dock in order to undergo extensive work over two or more weeks to remove barnacles that have attached to the hull. Prior to dry-docking, ships gradually undergo rapid increases in additional fuel costs due to increased drag from fouling. The mechanism involved in fouling occurs in a series of three steps. Within one week, the hull surface is coated with a slimy deposit. Following this, various micro-organisms (bacteria) attach. Barnacles attach to this slimy/bacterial coating and become attached to the ship's hull using a biocement generated by a series of three proteins that undergo a conformational change, within the organism. This cement is one of, if not the strongest cement known to date of anything produced naturally. The current antifouling paint applied to ship hulls contains toxic chemicals and heavy metals. However, as the international shipping community has been issuing legislation prohibiting the use of these environmentally hazardous substances - the need for alternatives is pressing. o Recreational Boating Industry In contrast, Lake Mead Marina predicts the costs to the West's recreational boating industry alone will be immense in the coming few years. Mussels are smothering everything under the waterline at marinas, making simple maintenance on boats and floating docks expensive and time consuming, not to mention dangerous due to the razor-sharp shells being plucked from the water. The United States Park Service, which figures the mussels have been in Lake Mead since 2005, is trying to protect the rest of the West's waters by requiring boats that have been docked in a slip to be decontaminated with jets of scalding water before departing Lake Mead. A killer hot wash costs about $40 for a small boat and up to $200 for a houseboat. o Ecological Damage The infestation of zebra and quagga mussels are wreaking havoc on the native species indigenous to the waterways they inhabit. These mussels attach to other mussel species and crustaceans making it almost impossible for them to eat and survive. While the zebra and quagga do have predator enemies, there are not enough to consume the rapidly growing infestation. This is more than an ecological concern. The federal government plans to spend over a billion dollars in the coming years to help these species recover, and zebra and quagga mussels have a history of ravaging native species in the waters they invade. In Lake Michigan, for example, prey fish numbers are less than 10% of what they were before the invasive mussels arrived. Zebra mussels are also believed to be the source of deadly avian botulism poisoning that has killed tens of thousands of birds in the Great Lakes since the late 1990s. Zebra and quagga mussels accumulate organic pollutants within their tissues to levels more than 300,000 times greater than concentrations in the environment and these pollutants are found in their pseudofeces, which can be passed up the food chain, therefore increasing wildlife exposure to organic pollutants. Another major threat involves the fouling of native freshwater mussels. Since quaggas were discovered in Lake Michigan in 1998, plankton rings formed by the passage of storms have been eaten away by the quagga mussels, threatening the local ecosystem. 18
Other zebra and quagga mussel infested applications include: o Drinking water treatment facilities o Fish hatcheries and aquaculture facilities o Golf courses o Impoundments and reservoirs o Institutions (hospitals, colleges, etc.) o National scenic river ways o Navigation locks o Public agencies o farm irrigation water Our Advantages We believe that our proprietary technology provide advantages over potential competitors to meet their objectives. Proprietary Technology: We intend to manufacture a product based on proprietary technology that took over ten years to develop. Our approach allows us to construct and test a targeted peptide in weeks as opposed to the present vaccine development that can take longer than a year to make and test. We have reconstructed the peptides in such a way that enzymes do not recognize them and therefore will not destroy them. As a result, our targeted peptides will have the opportunity to perform the objective they were designed to fulfill. Additionally, peptides based on structures of the naturally occurring barnacle cement proteins are non-toxic, and once sloughed off into seawater, peptides would be eaten as totally non-toxic food by marine organisms. The Company has developed proprietary innovative peptide proteomic technologies involving the use of peptides to create a solution that would effectively prevent zebra and quagga muscles from attaching to equipment, water intake pipes, and even boat hulls to colonize in massive numbers. The Company uses computer algorithms to generate peptides capable of interacting with biologically significant protein targets. When fully developed, Peptide Technologies' peptide solution will slow the rate of zebra and quagga mussel fouling as well as to eliminate the harm to water users and marine life through the use of safe, environmentally-friendly natural peptides. While the production of an underwater adhesive that mimics the properties of mussels has been an ongoing field of research, Peptide Technologies is focused on proteins that comprise the glue that affixes the byssal threads of the zebra and quagga mussels to hard surfaces. We have two designs that we are launching for use by the shipping and boating industry based upon our technology: o The first was the design of specific peptide inhibitors of a bacteria that attaches to a ship's hull, which could be incorporated into paint used to coat the hull following defouling in dry-dock. The peptides would prevent attachment of the bacteria and subsequent attachment of the barnacles. Furthermore, any release of the peptides into the ocean as the paint wears off, would not pose any environmental threat since peptides are biodegradable natural proteins. o The second approach was the design of peptide inhibitors that will prevent folding of the proteins in barnacles that generate the powerful cement that "glue" them to the ship's hull. Both of the above approaches offered the shipping industry a solution to an age old problem costing literally billions of dollars in lost time at sea (dry-dock scraping of barnacles and painting) and significantly reduced fuel costs by preventing any increase in drag. Material Changes in Financial Condition At February 29, 2012, our cash balance was $6,444. In addition, we have prepaid expenses of $178. Cash on hand is currently our only source of liquidity. We do not have any lending arrangements in place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near future. At February 29, 2012, we had a working capital deficit of $322,478 compared to a working capital deficit of $197,340 at November 30, 2011. At February 29, 2012, our total assets consisted of cash of $6,444, prepaid expenses of $178, and Intangible Asset and Intellectual Property of $45,000. This compares with total assets at November 30, 2011, which consisted of cash of $1,656, prepaid expenses of $127 and Intangible Asset and Intellectual Property of $75,000. At February 29, 2012, our total current liabilities increased to $329,100 from $199,123 at November 30, 2011. During the three months ended February 29, 2012, accounts payable and accrued liabilities increased by $127,754. We believe our existing cash balances will not be sufficient to carry our normal operations over the next three (3) months. Our short and long-term survival is dependent on sales of securities as necessary or from shareholder loans, and thus, to the extent that we require additional funds to support our operations or the expansion of our business, we will attempt to sell additional equity shares or issue debt. Any sale of additional equity securities will result in dilution to our stockholders. Continuing events in worldwide capital markets may make it more difficult for us to raise additional equity or capital. There can be no assurance that additional financing, if required, will be available to us or on acceptable terms. 19
Result of Operations For The Three Months Ended February 29, 2012 Compared To The Three Months Ended February 28, 2011. We recognized nil revenues from operational sales during the three months ending February 29, 2012. During the three months ended February 29, 2012, operating expenses were $142,936 compared to $9,385 for the three months ended February 28, 2011. The increase of $133,551 was due to an increase in consulting fees of $120,000 and an increase in professional fees of $12,998 due to our pursuit of business opportunities related to the peptide technology. Operating expenses during the three months ended February 29, 2012, consisted of consulting fees of $120,000, professional fees of $21,989 and office and administration costs of $947 compared to professional fees of $8,991 and office and administration fees of $394 incurred for the three months ended February 28, 2011. We recognized a net loss of $144,444 for the three months ended February 29, 2012, compared to a net loss of $9,052 for the three months ended February 28, 2011. Off-Balance Sheet Arrangements We currently do not have any off-balance sheet arrangements. Critical Accounting Policies and Estimates The preparation of the Company's financial statements in conformity with generally accepted accounting principles in the United States requires management to make assumptions and estimates that affect the reported amounts of assets, liabilities, revenues and expenses as well as the 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. ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item. ITEM 4. CONTROLS AND PROCEDURES As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our President and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act). Based on this evaluation, the President and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Management's assessment of the effectiveness of the small business issuer's internal control over financial reporting is as of the quarter ended February 29, 2012. We believe that our internal control over financial reporting was not effective due to material weaknesses in the system of internal control. Specifically, management identified the following control deficiency: The Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended February 29, 2012, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 20
PART II - OTHER INFORMATION Item 1. Legal Proceedings On November 22, 2010, the Company was served with a claim filed by a former director and officer of the Company. The claim, filed in the court of Queen's Bench of Alberta, Canada, alleges that the former director and officer of the Company suffered losses and damages as a result of the failure of the Company in providing him with corporate documents and implementing a change of the board of directors. The Company has retained legal counsel to address the claim. On December 8, 2010, the Company filed a Statement of Defense requesting that the claim be dismissed. The Company intends to defend this claim vigorously. Other then the above preceding, the Company is not a party to any other pending legal proceedings, nor is the Company aware of any civil proceeding or government authority contemplating any legal proceeding as of the date of this filing. ITEM 1A. RISK FACTORS Not applicable. Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. Item 3. DEFAULTS UPON SENIOR SECURITIES None. Item 4. mine safety disclosure. Not Applicable. Item 5. Other Information None Item 6. Exhibits (a) Pursuant to Item 601 of Regulation S-K, the following exhibits are included herein. Exhibit Number Description 31.1 Section 302 Certification - President 31.2 Section 302 Certification - Chief Financial Officer. 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -- President 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -- Chief Financial Officer 21
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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, on this 16th day of April, 2012. PEPTIDE TECHNOLOGIES, INC. Date: April 16, 2012 By: /s/ Deborah Fortescue-Merrin ---------------------------- Name: Deborah Fortescue-Merrin Title: President Date: April 16, 2012 By: /s/ Richard Fortescue --------------------- Name: Richard Fortescue Title: Chief Financial Officer 2