Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 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.
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(Exact name of registrant as specified in its charter)
Nevada 98-0479983
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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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (206) 388-5498
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
registered
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Common Stock, par value $0.001 per share OTCBB
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes | | No |X|
Indicate by check mark if the Registrant is not required to file reports
pursuant to Rule 13 or Section 15(d) of the Exchange Act. Yes | | No |X|
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
1
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 |X|
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
Indicate by check mark whether registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes No
Number of shares issued and outstanding of the registrant's class of common
stock as ofJanuary 10, 2013: 149,078,000 shares of common stock.
The aggregate market value of voting stock held by non-affiliates of the
registrant was approximately $0.00based on the average bid and ask as ofFebruary
14, 2013.
The Company recognized nil revenues for its most recent fiscal year.
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This amendment is being filed to correct the XBRL. The remainder of
the filing has not be changed.
TABLE OF CONTENTS
Page
PART I
Item 1. Description of Business 4-9
Item 1A. Risk Factors 9-11
Item 1B. Unresolved Staff Comments 12
Item 2. Description of Property 12
Item 3. Legal Proceedings 12
Item 4. Mine Safety Disclosure 12
PART II
Item 5. Market For Common Equity and Related Stockholder Matters 12-14
Item 6. Selected Financial Data 14
Item 7. Management's Discussion And Analysis Of Financial Condition And Results Of Operation 14
Item 7A. Quantitative and Qualitative Disclosures of Market Risk 16
Item 8. Financial Statements and Supplementary Data 17-32
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 33
Item 9A. Controls and Procedures 33
Item 9B. Other Information 34
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of 34-36
Item 11. Executive Compensation 36
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 37
Item 13. Certain Relationships and Related Transactions and Director Independence 37-38
Item 14. Principal Accountant Fees and Services 38
PART IV
Item 15. Exhibits and Financial Statement Schedules 38
Signatures 39
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the
meaning of the Securities Exchange Act of 1934, which are subject to risks,
uncertainties and assumptions that are difficult to predict. All statements in
this Annual Report on Form 10-K, other than statements of historical fact, are
forward-looking statements. These forward-looking statements are made pursuant
to safe harbor provisions of the Private Securities Litigation Reform Act of
1995. The forward-looking statements include statements, among other things,
concerning our business strategy, including anticipated trends and developments
in and management plans for, our business and the markets in which we operate;
future financial results, operating results, revenues, gross margin, operating
expenses, products, projected costs and capital expenditures; research and
development programs; sales and marketing initiatives; and competition. In some
cases, you can identify these statements by forward-looking words, such as
"estimate," "expect," "anticipate," "project," "plan," "intend," "believe,"
"forecast," "foresee," "likely," "may," "should," "goal," "target," "might,"
"will," "could," "predict" and "continue," the negative or plural of these words
and other comparable terminology. These statements are not guarantees of future
performance and are subject to risks, uncertainties, potentially inaccurate
assumptions, and other factors, some of which are beyond our control and
difficult to predict. If known or unknown risks materialize, or should
underlying assumptions prove inaccurate, our actual results could differ
materially from past results and from those expressed in the forward-looking
statements. Important factors that could cause our actual results to differ
materially from those expressed in our forward-looking statements are described
in "Item 1A--Risk Factors" in this Annual Report on Form 10-K. From time to
time, we also provide forward-looking statements in other materials we release
to the public and in oral statements made by authorized officers.
The forward-looking statements are only predictions based on our current
expectations and our projections about future events. All forward-looking
statements included in this Annual Report on Form 10-K are based upon
information available to us as of the filing date of this Annual Report on Form
10-K. You should not place undue reliance on these forward-looking statements.
We undertake no obligation to publicly update forward-looking statements,
whether as a result of new information, future events or otherwise, except as
required by law. These forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause our actual results, levels
of activity, performance, or achievements to differ materially from those
expressed or implied by these statements. These factors include the matters
discussed in the section entitled "Item 1A--Risk Factors" and elsewhere in this
Annual Report on Form 10-K. You should carefully consider the risks and
uncertainties described under this section.
Investors are advised to consult any further disclosures we make on related
subjects in our 10-Q and 8-K reports filed with the Securities and Exchange
Commission (the "SEC").
PART I
ITEM 1. DESCRIPTION OF BUSINESS
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 Peptide . 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 and cancelled. Having done this, the Company
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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.
On December 14, 2011, Peptide Technologies, Inc. agreed to amend the Asset
Purchase Agreement dated August 23, 2011. As a result of the amendment
30,000,000 restricted common shares of the Company were returned to treasury in
exchange for payment of half of 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 CDN $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
formula for a period of five years from the date of the amended agreement.
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.
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.
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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.
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.
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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.
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.
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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.
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 Peptide in such a way that enzymes do
not recognize them and therefore will not destroy them. As a result, our
targeted Peptide will have the opportunity to perform the objective they were
designed to fulfill. Additionally, Peptide based on structures of the naturally
occurring barnacle cement proteins are non-toxic, and once sloughed off into
seawater, Peptide would be eaten as totally non-toxic food by marine organisms.
The Company has developed proprietary innovative peptide proteomic technologies
involving the use of Peptide 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 Peptide 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 Peptide . 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 Peptide would prevent
attachment of the bacteria and subsequent attachment of the barnacles.
Furthermore, any release of the Peptide into the ocean as the paint wears
off, would not pose any environmental threat since Peptide are
biodegradable natural proteins.
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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.
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.
Research and Development Activities and Costs
We have not incurred any costs to date relating to research and development and
have no plans to undertake any research and development activities within the
next twelve months.
Facilities and Properties
We do not own our own facilities and are presently renting an identity office in
Seattle, Washington.
Employees
Our officers and directors are responsible for planning, developing and
operational duties and will continue to do so throughout the early stages of our
growth. We have no intentions in hiring any employees until our business has
sufficient and reliable revenue from operations and do not expect to hire any
such employees in the next twelve months.
ITEM 1A.RISK FACTORS
RISKS RELATED TO OUR BUSINESS AND INDUSTRY
The Company has a lack of revenue history and has had a limited history of
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operations.
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Peptide was formed on November 18, 2005 for the purpose of engaging in any
lawful business and had adopted a plan to engage the sale of art work over the
internet. The Company had minimal revenues. 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 looks
to pursue other opportunities. Specifically, the Company intended to obtain
leases for the exploration and production of oil and gas in northern Alberta,
Canada. The Company was unable to identified any prospects or enter into any
leases or agreements.
On August 23, 2011, the Company entered into an Asset Purchase to acquire
intangible assets and intellectual property known as the Peptide Technology
Platform. The Peptide Technology Platform includes the technology platforms for
developing a variety of drug candidates and biological solutions for existing
problems in humans, animals and the environment. Effective October 12, 2011, the
Company changed its name to Peptide Technologies, Inc. in order to better convey
a sense of the Company's new business focus. At the date of this Annual Report
on Form 10-K, the Company is not profitable. Peptide must be regarded as a
start-up venture with all of the unforeseen costs, expenses, problems, risks and
difficulties to which such ventures are subject.
Peptide can give no assurance of success or profitability to the Company's
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investors.
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There is no assurance that Peptide will ever operate profitably. There is no
assurance that the Company will generate revenues or profits, or that the market
price of the Company's common stock will be increased thereby.
The Company will need additional financing for which Peptide has no
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commitments, and this may jeopardize execution of the Company's business plan.
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The Company's capital needs consist primarily of expenses related to expenses
incurred with maintaining its reporting status and could exceed $50,000 in the
next twelve months. Such funds are not currently committed, and Peptide's cash
as of the date of this Annual Report on Form 10K of approximately $5,000.
Peptide has limited funds, and such funds may not be adequate to carry out the
business plan. The Company's ultimate success depends upon its ability to raise
additional capital. The Company has not investigated the availability, source,
or terms that might govern the acquisition of additional capital and will not do
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so until it determines a need for additional financing. If the Company needs
additional capital, it has no assurance that funds will be available from any
source or, if available, that they can be obtained on terms acceptable to the
Company. If not available, Peptide's operations will be limited to those that
can be financed with its modest capital.
We will incur expenses in connection with our sec filing requirements and we may
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not be able to meet such costs, which could jeopardize our filing status with
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the SEC.
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As a public reporting company we are required to meet the filing requirements of
the SEC. We may see an increase in our legal and accounting expenses as a result
of such requirements. We estimate such costs on an annualized basis to be
approximately $50,000, which includes both the annual audit and the review of
the quarterly reports by our auditors. These costs can increase significantly if
the Company is subject comment from the SEC on its filings and/or we are
required to file supplemental filings for transactions and activities. If we are
not compliant in meeting the filing requirements of the SEC, we could lose our
status as a 1934 Act Company, which could compromise our ability to raise funds.
Peptide is not diversified and it is dependent on only one business.
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Because of the limited financial resources that the Company has, it is unlikely
that the Company will be able to diversify its operations. Peptide's probable
inability to diversify its activities into more than one area will subject the
Company to economic fluctuations within the industry and therefore increase the
risks associated with the Company's operations due to lack of diversification.
The Company may in the future issue more shares which could cause a loss of
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control by its present management and current stockholders.
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Peptide may issue further shares as consideration for the cash or assets or
services out of its authorized but unissued common stock that would, upon
issuance, represent a majority of the voting power and equity of the Company.
The result of such an issuance would be those new stockholders and management
would control the Company, and persons unknown could replace the Company's
management at this time. Such an occurrence would result in a greatly reduced
percentage of ownership of Peptide by its current shareholders, which could
present significant risks to investors.
Peptide will depend upon management but it will have limited participation of
--------------------------------------------------------------------------------
management.
----------
The Company currently has two individuals who are serving as its officers and
directors. The Company will be heavily dependent upon their skills, talents, and
abilities, as well as several consultants to Peptide , to implement the
Company's business plan, and may, from time to time, find that the inability of
the officers, directors and consultants to devote their full-time attention to
Peptide business results in a delay in progress toward implementing the
Company's business plan.
Peptide does not know of any reason other than outside business interests that
would prevent them from devoting full-time to its Company, when the business may
demand such full-time participation.
The departure of our key personnel could compromise our ability to execute our
--------------------------------------------------------------------------------
strategic plan and may result in additional severance costs to us.
-----------------------------------------------------------------
Our success largely depends on the skills, experience and efforts of our key
personnel. The loss of these persons, or our failure to retain other key
personnel, would jeopardize our ability to execute our strategic plan and
materially harm our business.
We will need to recruit and retain additional qualified personnel to
--------------------------------------------------------------------------------
successfully grow our business.
------------------------------
Our future success will depend in part on our ability to attract and retain
qualified operations, marketing and sales personnel as well as engineers.
Inability to attract and retain such personnel could adversely affect the growth
of our business. We expect to face competition in the recruitment of qualified
personnel, and we can provide no assurance that we will attract or retain such
personnel.
Risks Related to our Stock:
The regulation of penny stocks by SEC and FINRA may discourage the tradability
--------------------------------------------------------------------------------
of our securities.
-----------------
The Company is a "penny stock" company. None of our securities currently trade
in any market and, if ever available for trading, will be subject to a
Securities and Exchange Commission rule that imposes special sales practice
requirements upon broker-dealers who sell such securities to persons other than
10
established customers or accredited investors. For purposes of the rule, the
phrase "accredited investors" means, in general terms, institutions with assets
in excess of $5,000,000, or individuals having a net worth in excess of
$1,000,000 or having an annual income that exceeds $200,000 (or that, when
combined with a spouse's income, exceeds $300,000). For transactions covered by
the rule, the broker-dealer must make a special suitability determination for
the purchaser and receive the purchaser's written agreement to the transaction
prior to the sale. Effectively, this discourages broker-dealers from executing
trades in penny stocks. Consequently, the rule will affect the ability of
shareholders to sell their securities in any market that might develop therefore
because it imposes additional regulatory burdens on penny stock transactions.
In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange
Act of 1934, as amended. Because our securities constitute "penny stocks" within
the meaning of the rules, the rules would apply to us and to our securities. The
rules will further affect the ability of owners of shares to sell our securities
in any market that might develop for them because it imposes additional
regulatory burdens on penny stock transactions.
Shareholders should be aware that, according to Securities and Exchange
Commission, the market for penny stocks has suffered in recent years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the security by one or a few broker-dealers that are often related to the
promoter or issuer; (ii) manipulation of prices through prearranged matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and undisclosed
bid-ask differentials and markups by selling broker-dealers; and (v) the
wholesale dumping of the same securities by promoters and broker-dealers after
prices have been manipulated to a desired consequent investor losses. Our
management is aware of the abuses that have occurred historically in the penny
stock market. Although we do not expect to be in a position to dictate the
behavior of the market or of broker-dealers who participate in the market,
management will strive within the confines of practical limitations to prevent
the described patterns from being established with respect to our securities.
Our officers and directors collectively own a substantial portion of our
--------------------------------------------------------------------------------
outstanding common stock, and as long as they do, they may be able to control
--------------------------------------------------------------------------------
the outcome of stockholder voting.
---------------------------------
Our officers and directors are collectively the beneficial owners of
approximately 38% of the outstanding shares of our common stock. As long as our
officers and directors collectively own a significant percentage of our common
stock, our other shareholders may generally be unable to affect or change the
management or the direction of our company without the support of our officers
and directors. As a result, some investors may be unwilling to purchase our
common stock. If the demand for our common stock is reduced because our officers
and directors have significant influence over our company, the price of our
common stock could be materially depressed. The officers and directors will be
able to exert significant influence over the outcome of all corporate actions
requiring stockholder approval, including the election of directors, amendments
to our certificate of incorporation and approval of significant corporate
transactions.
We may seek to raise additional funds or develop strategic relationships by
--------------------------------------------------------------------------------
issuing capital stock.
---------------------
We have financed our operations, and we expect to continue to finance our
operations and develop strategic relationships, by issuing equity or convertible
debt securities, which could significantly reduce or dilute the percentage
ownership of our existing stockholders. Furthermore, any newly issued securities
could have rights, preferences and privileges senior to those of our existing
stock. Moreover, any issuances by us of equity securities may be at or below the
prevailing market price of our stock and in any event may have a dilutive impact
on your ownership interest, which could cause the market price of stock to
decline.
We may also raise additional funds through the incurrence of debt, and the
holders of any debt we may issue would have rights superior to your rights in
the event we are not successful and are forced to seek the protection of the
bankruptcy laws.
The Company will pay no foreseeable dividends in the future.
-----------------------------------------------------------
The Company has not paid dividends on our common stock and do not ever
anticipate paying such dividends in the foreseeable future.
11
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. DESCRIPTION OF PROPERTY
We do not own our own facilities and are presently renting an identity office in
Seattle, Washington.
(a) Real Estate None
(b) Title to properties. None
(c) Oil and Gas Prospects. None
(d) Patents In process
ITEM 3. 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 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.
Other than the above, the Company is not a party to any 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 4. MINE SAFETY DISCLOSURE
Not Applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market for Common Equity and Related Stockholder Matters
(a) Market Information
Our Common Stock is presently traded on the over-the-counter market on the
OTCBB. On August 7, 2008, we began trading on the over the counter bulletin
board under the symbol "OLOI."
Effective on October 12, 2011, the Company filed an amendment to its Articles of
Incorporation with the Secretary of State of Nevada to change its name from
Creenergy, Corporation to Peptide Technologies, Inc.
As a result of the change, the Company's trading symbol, on the Over The Counter
Market BBboard was changed to "PEPT." During the period of August 7, 2008
through November 30, 2012, our shares have not traded.
(b) Holders
As of January 10, 2013, there were approximately sixty-nine (69) holders of
record of our common stock.
(c) Dividend Policy
We have never declared or paid dividends on our common stock. We intend to
retain earnings, if any, to support the development of our business and
therefore do not anticipate paying cash dividends for the foreseeable future.
Payment of future dividends, if any, will be at the discretion of our board of
directors after taking into account various factors, including current financial
condition, operating results and current and anticipated cash needs.
12
(d) Securities authorized for issuance under equity compensation plans
None.
RECENT SALES OF UNREGISTERED SECURITIES
During the years ended November 30, 2012 and 2011, the Company made the
following sales and issuances of its unregistered securities.
On August 23, 2011, the Company issued a total of 75,000,000 shares of its
restricted common stock in exchange for intangible assets and intellectual
property referred to as the Peptide Technology Platforms. 15,000,000 of these
shares were issued for Finders/Founders fees and services. On December 21, 2012,
30,000,000 of these shares were returned to treasury and cancelled based on
further evaluation of the assets value.
During the three-month period from September to November 2011, the Company
raised $23,000 through the sale of 23,000 shares common stock via subscription
agreements sold to six investors, based on a stock price of $1.00 per share.
On January 5, 2012, 5,000 shares of the Company's common stock were issued for
cash proceeds of $4,936 (CAD $5,000). Note: during FY 2012, our stock was sold
for $1.00 per share whether paid for in CAD$ or USD$, as the exchange rate did
not cause any material differences in the effective price per share or number of
shares received.
On January 6, 2012, 5,000 shares of the Company's common stock were issued for
cash proceeds of $4,921 (CAD $5,000).
On January 15, 2012, 5,000 shares of the Company's common stock were issued for
cash proceeds of $4,884 (CAD $5,000).
On January 24, 2012, 5,000 shares of the Company's common stock were issued for
cash proceeds of $4,943 (CAD $5,000).
On April 20, 2012, 5,000 shares of the Company's common stock were issued for
cash proceeds of $5,041 (CAD $5,000).
On July 11, 2012, 5,000 shares of the Company's common stock were issued for
cash proceeds of $4,902 (CAD $5,000).
On August 31, 2012, the Company issued 5,000,000 fully vested shares of the
Company's restricted common stock at a par value of $0.001 per share to a
director of the Company for consulting services rendered. As a result, the
Company recorded stock compensation expense of $5,000 when the stock was issued.
On September 28, 2012, 5,000 shares of the Company's common stock were issued
for cash proceeds of $5,086 (CAD $5,000).
On October 15, 2012, 20,000 shares of the Company's common stock were issued for
cash proceeds of $20,402 (CAD $20,000).
On November 28, 2012, the Company issued 3,000,000 fully vested shares of the
Company's restricted common stock at a par value of $0.001 per share to a third
party for technical services rendered. As a result, the Company recorded stock
compensation expense of $3,000 when the stock was issued.
Exemption from Registration Claimed
All of the shares described above were issued by us in reliance upon an
exemption from the registration requirements of the Securities Act of 1933, as
amended, provided by Section 4(2). All of the individuals and/or entities listed
above that purchased or were issued the unregistered securities were all known
to us and our management, through pre-existing business relationships, as long
standing business associates, friends, and employees. All purchasers were
provided access to all material information, which they requested, and all
information necessary to verify such information and were afforded access to our
management in connection with their purchases. All purchasers of the
unregistered securities acquired such securities for investment and not with a
view toward distribution, acknowledging such intent to us. All certificates or
agreements representing such securities that were issued contained restrictive
legends, prohibiting further transfer of the certificates or agreements
representing such securities, without such securities either being first
registered or otherwise exempt from registration in any further resale or
disposition.
13
DESCRIPTION OF SECURITIES
Common Stock
We are authorized to issue up to 675,000,000 shares of Common Stock, $0.001 par
value. The holders of our Common Stock are entitled to one vote per share held
and have the sole right and power to vote on all matters on which a vote of
stockholders is taken. Voting rights are non-cumulative. Common stockholders are
entitled to receive dividends when, as, and if declared by the Board of
Directors, out of funds legally available therefore and to share pro rata in any
distribution to stockholders. Upon liquidation, dissolution, or the winding up
of our Company, common stockholders are entitled to receive the net assets of
our Company in proportion to the respective number of shares held by them after
payment of liabilities which may be outstanding. The holders of Common Stock do
not have any preemptive right to subscribe for or purchase any shares of any
class of stock of the Company. The outstanding shares of Common Stock will not
be subject to further call or redemption and are fully paid and non-assessable.
To the extent that additional common shares are issued, the relative interest of
existing stockholders will likely be diluted.
At present, we are not authorized to issue any series or shares of preferred
stock.
Stock Purchase Warrants
None.
Stock Purchase Options
None.
ITEM 6. SELECTED FINANCIAL DATA
Contained under Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Cautionary and Forward-Looking Statements
In addition to statements of historical fact, this Form 10-K contains
forward-looking statements. The presentation of future aspects of Peptide
Technologies, Inc. (the "Company" or "Issuer") found in these statements is
subject to a number of risks and uncertainties that could cause actual results
to differ materially from those reflected in such statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
reflect management's analysis only as of the date hereof. Without limiting the
generality of the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "intend," or "could" or the negative variations thereof or
comparable terminology are intended to identify forward-looking statements.
These forward-looking statements are subject to numerous assumptions, risks and
uncertainties that may cause the Company's actual results to be materially
different from any future results expressed or implied by the Company in those
statements. Important facts that could prevent the Company from achieving any
stated goals include, but are not limited to, the following:
(a) volatility or decline of the Company's stock price;
(b) potential fluctuation in quarterly results;
(c) failure of the Company to earn revenues or profits;
(d) inadequate capital to continue or expand its business, inability to
raise additional capital or financing to implement its business plans;
(e) failure to make sales on an increasing basis;
(f) rapid and significant changes in markets;
(g) litigation with or legal claims and allegations by outside parties; and
(h) insufficient revenues to cover operating costs.
There is no assurance that the Company will be profitable, the Company may not
be able to successfully develop, manage or market its products and services, the
Company may not be able to attract or retain qualified executives and personnel,
the Company's products and services may become obsolete, government regulation
may hinder the Company's business, additional dilution in outstanding stock
14
ownership may be incurred due to the issuance of more shares, warrants and stock
options, or the exercise of warrants and stock options, and other risks inherent
in the Company's businesses.
The Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.
Readers should carefully review the factors described in other documents the
Company files from time to time with the Securities and Exchange Commission,
including the Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K
filed by the Company.
Plan of Operation for the Next Twelve (12) Months
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 Form 10-K.
Our registered public accounting firm's audit report on our consolidated
financial statements as of and for the year ended November 30, 2012, includes a
"going concern" explanatory paragraph that describes substantial doubt about our
ability to continue as a going concern. Management's plans in regard to the
factors prompting the explanatory paragraph are discussed below.
On August 23, 2011, the Company entered into an Asset Purchase to acquire
intangible assets and intellectual property known as the Peptide Technology
Platform. The Peptide Technology Platform includes the technology platforms for
developing a variety of drug candidates and biological solutions for existing
mussel problems in the environment. Effective October 12, 2011, the Company
changed its name to Peptide Technologies, Inc. in order to better convey a sense
of the Company's new business focus.
Peptide Technologies, Inc. is a development stage company that is engaged in the
development and manufacture of safe "green" peptide-based products used to
combat the rapidly growing problems caused by the quagga and zebra mussel
infestation in U.S. and Canadian waters.
We have no employees at the present time, other than our Chief Executive
Officer, Chief Financial Officer, and Vice President of Operations and
Communications. We will continue to operate with very limited administrative
support as our current officers continue to be responsible for developing and
operational duties. We began accruing salaries for these officers during our
fourth quarter of this past fiscal year. They are entitled to receive
reimbursement for all out of pocket expenses incurred for attendance at our
Board of Directors meetings.
Our continuing operations are dependent upon the identification and successful
completion of additional long-term or permanent equity financing, the support of
creditors and shareholders, and, ultimately, the achievement of profitable
operations. There can be no assurances that we will be successful, which would
in turn significantly affect our ability to complete our business plan. If not,
we will likely be required to reduce operations or liquidate assets. We will
continue to evaluate our projected expenditures relative to our available cash
and to seek additional means of financing in order to satisfy our working
capital and other cash requirements.
We believe we do not have sufficient cash resources to satisfy our needs through
the end of November 30, 2013. Our ability to satisfy cash requirements
thereafter and the need for additional funding is dependent on our ability to
generate revenue from our business in sufficient quantity and on a profitable
basis. To the extent that we require additional funds to support our operations
or the expansion of our business, we may attempt to sell additional equity
shares or issue debt. Any sale of additional equity securities will result in
dilution to our stockholders. Should we require additional cash in the future,
there can be no assurance that we will be successful in raising additional debt
or equity financing on terms acceptable to us, if at all.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Financial Condition
At November 30, 2012, we had a working capital deficit of $803,823 compared to
working capital deficit of $197,340 at November 30, 2011. At November 30, 2012,
our total assets consisted of cash of $7,780, prepaid expenses of $3,494,
website of $9,167 and intangible assets and intellectual property of $45,000.
This compares with our total assets at November 30, 2011, which consisted of
cash of $1,656, prepaid expenses of $127, and intangible assets and intellectual
property of $75,000.
15
At November 30, 2012, our total current liabilities, consisting of accounts
payable of $29,217, accrued liabilities of $254,500, accrued payroll and bonus
of $447,000, accrued interest on notes payable of $3,374, and notes payable of
$81,006. Whereas, at November 30, 2011, our total liabilities consisted of
accounts payable of $29,848, accrued liabilities of $109,062, accrued interest
on notes payable of $117 and a notes payable of $60,096.
Result of Operations - New Developments
We recognized no revenues from discontinued operations during both fiscal years
ending November 30, 2012 and 2011. We have not received any revenue since our
inception of the New Developments which began June 26, 2010. Our short and
long-term survival is dependent on funding from sales of securities as necessary
or from shareholder loans.
During the year ended November 30, 2012, we incurred operating expenses of
$654,986 compared to operating expenses of $212,029 for the year ended November
30, 2011. The principal component of losses in 2012 were accrued payroll and
bonus expenses of $447,000, consulting expense of $145,000, professional fees of
$46,759, and office and administration of $16,226; compared with the principal
component losses in 2011 which were consulting expense of $105,975, professional
fees of $42,755, supplies of $59,130, and office and administration of $4,169.
During the year ended November 30, 2012, expenses incurred by the Company
increased significantly. These increased costs were due to restructuring the
Company to developing the new focus and direction for the Company which resulted
in an increase in salaries and bonus expense of $447,000, consulting fees of
$39,025, and office/administration fees of $12,058.
The net loss for the year ended November 30, 2012 was $650,236 compared to a net
loss of $212,146 for the year ended November 30, 2011. From the point of
re-entry into the development state on June 26, 2010 to November 30, 2012, we
have incurred a net loss of $898,221.
We believe our existing cash balance is not sufficient to carry our normal
operations for the next 12 months. To the extent that we require additional
funds to support our operations or the expansion of our business, we may attempt
to sell additional equity shares or issue debt. Any sale of additional equity
securities will result in dilution to our stockholders. There can be no
assurance that additional financing, if required, will be available to our
company or on acceptable terms.
Off Balance Sheet Arrangements
None.
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. The
following is a summary of the significant accounting policies and related
estimates that affect the Company's financial disclosures.
Foreign Currency Translations
The financial statements are presented in U.S. dollars. Foreign denominated
monetary assets and liabilities are translated to their U.S. dollar equivalents
using foreign exchange rates which prevailed at the balance sheet date. Revenue
and expenses are translated at average rates of exchange during the period.
Related translation adjustments are reported as a separate component of
stockholders' equity, whereas gains or losses resulting from foreign currency
transactions are included in results of operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We believe our market risk exposures arise primarily from exposures to
fluctuations in interest rates and exchange rates. We presently only transact
business in Canadian and U.S. Dollars. We believe that the exchange rate risk
surrounding the future transactions of the Company will not materially or
adversely affect our future earnings. We do not believe that we are subject to
any seasonal trends. We do not use derivative financial instruments to manage
risks or for speculative or trading purposes.
16
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required by this Item begin on Page F-18 of this Form
10-K.
17
PEPTIDE TECHNOLOGIES, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
Page
Reports of Independent Registered Public Accounting Firm F-19
Financial Statements:
Balance Sheets F-21
Statements of Loss and Comprehensive Loss F-22
Statements of Cash Flows F-23
Statement of Changes in Stockholders' (Deficiency) F-24
Notes to Financial Statements F-25 to F-32
F-18
JAMES STAFFORD
--------------------------------------------------------------------------------
James Stafford, Inc.
Chartered Accountants
Suite 360 - 1111 Melville Street
Vancouver, British Columbia
Canada V63 3V6
Telephone +1 604 669 0711
Facsimile +1 604 669 0754
www.JamesStafford.ca
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Peptide Technologies, Inc.
(A Development Stage Company)
We have audited the balance sheets of Peptide Technologies, Inc.(A
Development Stage Company) (the "Company") as of 30 November 2012 and 2011
and the related statements of loss and comprehensive loss, cash flows and
changes in stockholders' (deficit) for the years then ended. These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States of America). Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of 30
November 2012 and 2011,and the results of its operations and its cash flows
for the years then endedin conformity with accounting principles generally
accepted in the United States of America.
The accompanyingfinancial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, conditions exist which raise substantial doubt about
the Company's ability to continue as a going concern unless it is able to
generate sufficient cash flows to meet its obligations and sustain its
operations. Management's plans in regard to these matters are also
described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ James Stafford
Vancouver, Canada Chartered Accountants
30 January 2013, except for Note 13, as to which the date is 14 February
2013
F-19
PEPTIDE TECHNOLOGIES, INC.
(A Development Stage Company)
Financial Statements
(Expressed in U.S. Dollars)
November 30, 2012
20
PEPTIDE TECHNOLOGIES, INC.
(A Development Stage Company)
BALANCE SHEETS
November 30, 2012 November 30, 2011
----------------- ---------------------
ASSETS
Current assets
Cash and cash equivalents $ 7,780 $ 1,656
Prepaid expense 3,494 127
------------------------------------------------
Total current assets 11,274 1,783
Website (net of accumulated amortization of $833) (Note 3) 9,167 -
Intangible assets and intellectual property (Note 7) 45,000 75,000
------------------------------------------------
TOTAL ASSETS $ 65,441 $ 76,783
================================================
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities (Note 4) $ 730,717 $ 138,910
Notes payable and accrued interest (Note 5) 84,380 60,213
------------------------------------------------
Total current liabilities 815,097 199,123
------------------------------------------------
STOCKHOLDERS' (DEFICIENCY)
Capital stock (Note 8)
Authorized: 675,000,000 common shares, par value $0.001
Issued and outstanding: 149,078,000 and 171,023,000 at
November 30, 2012 and November 30, 2011, respectively. 149,078 171,023
Additional paid-in capital 105,324 50,265
Accumulated other comprehensive income - 694
Accumulated deficit (105,837) (105,837)
Accumulated deficit during development stage (898,221) (238,485)
------------------------------------------------
Total stockholders' deficit (749,656) (122,340)
------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 65,441 $ 76,783
================================================
The accompanying notes are an integral part of these statements.
F-21
PEPTIDE TECHNOLOGIES, INC.
(A Development Stage Company)
STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
Cumulative from
re-entering of
Year Ended Year Ended development stage on
November 30, November 30, June 26, 2010
2012 2011 to November 30, 2012
----------------- ------------------ ------------------------------
Revenue $ - $ - $ -
Expenses
Consulting 145,000 105,975 250,975
Salaries and bonus (Note 4) 447,000 - 447,000
Office and administration 16,226 4,169 22,675
Professional fees 46,759 42,755 113,573
Supplies and materials - 59,130 59,130
--------------------------------------------------------------------------
654,985 212,029 893,353
--------------------------------------------------------------------------
Net loss before other items (654,985) (212,029) (893,353)
--------------------------------------------------------------------------
Other items
Foreign exchange loss (1,494) - (1,494)
Interest expense (Note 5) (3,257) (117) (3,374)
--------------------------------------------------------------------------
(4,751) (117) (4,868)
--------------------------------------------------------------------------
Net loss for the period $ (659,736) $ (212,146) $ (898,221)
==========================================================================
Other comprehensive income (loss)
Foreign currency translation
adjustment (694) 361 (333)
--------------------------------------------------------------------------
==========================================================================
Comprehensive loss for the period $ (660,430) $ (211,785) $ (898,554)
==========================================================================
Loss per share - basic and diluted $ (0.00) $ (0.00)
==========================================================================
Weighted average number of shares
outstanding 143,453,042 116,344,800
==========================================================================
The accompanying notes are an integral part of these statements.
F-22
PEPTIDE TECHNOLOGIES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Cumulative from
re-entering of
Year ended Year ended development stage on
November November June 26, 2010 to
30, 2012 30, 2011 November 30, 2012
--------------------------------------------------------------------
Cash Flows from Operating Activities
Net loss $ (659,736) $ (212,146) $ (898,221)
Adjustments for non-cash items:
Accrued interest 3,257 117 3,374
Depreciation and amortization 833 - 833
Stock compensation for services 8,000 - 8,000
Changes in operating assets and liabilities:
Prepaid expenses (3,367) 73 (784)
Accounts payable and accrued liabilities 591,807 125,777 729,967
--------------------------------------------------------------------
Net Cash Used in Operating Activities (59,206) (86,296) (156,831)
--------------------------------------------------------------------
Cash Flows Used in Investing Activities
Purchase of website (10,000) - (10,000)
--------------------------------------------------------------------
Net Cash Used in Investing Activities (10,000) - (10,000)
--------------------------------------------------------------------
Cash Flows From Financing Activities
Issuance of common shares for cash 55,114 23,000 78,114
Increase in notes payable 20,910 44,096 65,006
Contribution by related party - 14,288 27,288
--------------------------------------------------------------------
Net Cash Provided by Financing Activities 76,024 81,384 170,408
--------------------------------------------------------------------
Increase (Decrease) in Cash during the Period
6,818 (4,795) 3,577
Effect of Exchange Rate Changes on Cash (694) 361 (333)
Cash, Beginning Of Period 1,656 6,090 4,536
--------------------------------------------------------------------
Cash, End Of Period $ 7,780 $ 1,656 $ 7,780
====================================================================
Supplemental Disclosure Of Cash Flow
Information:
Cash paid for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
====================================================================
The accompanying notes are an integral part of these statements.
F-23
PEPTIDE TECHNOLOGIES, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS'(DEFICIT)
For the Period from November 30, 2010 through November 30, 2012
CAPITAL STOCK ACCUMULATED
-----------------------------------------------
DEFICIT
ADDITIONAL DURING DEVELOPMENT ACCUMULATED
PAID-IN COMPREHENSIVE
ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT STAGE INCOME (LOSS) TOTAL
November 30, 2010
Balance 96,000,000 $ 96,000 $ 13,000 $ (105,837) $ (26,339) $ 333 $ (22,843)
-----------------------------------------------------------------------------------------------------------------
Common shares
issued for
property
(Note 8) 75,000,000 75,000 - - - 75,000
Common shares
issued for cash
(Note 8) 23,000 23 22,977 - - - 23,000
Contribution by
related party
(Note 6) - - 14,288 - - - 14,288
Foreign currency
translation
adjustment - - - - - 361 361
Net loss for the
year ended
November 30, 2011 - - - - (212,146) - (212,146)
-----------------------------------------------------------------------------------------------------------------
November 30, 2011
Balance 171,023,000 $ 171,023 $ 50,265 $ (105,837) $ (238,485) $ 694 $ (122,340)
-----------------------------------------------------------------------------------------------------------------
Common shares issued
for cash
(Note 8) 55,000 55 55,059 - - - 55,114
Common shares
cancelled (30,000,000) (30,000) - - - - (30,000)
Common shares
issued for
related party
services ( Notes
6 and 8) 5,000,000 5,000 - - - - 5,000
Common shares
issued for
contractor services
(note 8) 3,000,000 3,000 - - - - 3,000
Foreign currency
translation - - - - - (694) (694)
Net loss for the
year - - - - (659,736) - (659,736)
-----------------------------------------------------------------------------------------------------------------
November 30, 2012
Balance 149,078,000 $ 149,078 $ 105,324 $ (105,837) $ (898,221) $ - $ (749,656)
=================================================================================================================
The accompanying notes are an integral part of these statements.
F-24
PEPTIDE TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
1. NATURE AND CONTINUENCE 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 year-end 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 a new business.
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 Peptide. The Company has changed its business
focus 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.
c) Basis of Presentation and Going Concern
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 August 31, 2012 and has total losses to date of approximately
$1,004,058. The Company requires additional funding to meet its
ongoing obligations and anticipated ongoing operating losses. The
ability of the Company to continue as a going concern is dependent on
raising capital to fund its initia l business plan and ultimately to
attain profitable operations. Accordingly, these factors raise
substantial doubt as to the Company's ability to continue as a going
concern. The Company intends to continue to fund its business by way
of private placements and advances from shareholders as may be
required.
2. SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies is presented to assist
in understanding the Company's financial statements. The financial
statements and notes are representations of management who is
responsible for their integrity and objectivity. These accounting
policies conform to generally accepted accounting principles in the
U.S. and have been consistently applied in the preparation of the
financial statements. The financial statements are stated in U.S.
dollars.
a) Organizational and Start-up Costs
Costs of start-up activities, including organizational costs, are
expensed as incurred in accordance with Accounting Standards
Codification ("ASC") 720-15, "Start-Up Costs."
F-25
PEPTIDE TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
b) Development-Stage Company
On or around June 25, 2010, the Company abandoned its previous
business of sale of original artwork and re-entered the
development stage with its intended new business, which currently
has no revenues. Management expects to sustain losses from
operations until such time it can generate sufficient revenues to
meet its anticipated cost structure. The Company is considered a
development-stage company in accordance with the ASC 915,
"Accounting and Reporting by Development-Stage Enterprises." A
development-stage enterprise is one in which planned principal
operations have not commenced or if its operations have commenced,
there has been no significant revenues there from.
c) Income Taxes
The Company adopted the ASC 740, "Accounting for Income Taxes."
ASC 740 requires the use of the asset and liability method of
accounting of income taxes. Under the asset and liability method
of ASC 740, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to temporary differences
between the financial statements carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred
tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. A
valuation allowance is established when necessary to reduce
deferred tax assets to the amount expected to be realized.
d) Basic and Diluted Earnings (Loss) per Share
In accordance with ASC 260, "Earnings per Share," the basic loss
per common share is computed by dividing net loss available to
common stockholders by the weighted average number of common
shares outstanding. Diluted loss per common share is computed
similar to basic loss per common share except that the denominator
is increased to include the number of additional common shares
that would have been outstanding if the potential common shares
had been issued and if the additional common shares were dilutive.
Diluted earnings per share are not shown for periods in which the
Company incurs a loss because it would be anti-dilutive. At
November 30, 2012, the Company had no stock equivalents that were
anti-dilutive and excluded in the earnings per share computation.
e) Estimated Fair Value of Financial Instruments
The carrying value of the Company's financial instruments,
consisting of cash, accounts payable, and notes payable
approximate their fair value due to the short-term maturity of
these instruments. Unless otherwise noted, it is management's
opinion that the Company is not exposed to significant interest or
currency risks arising from these financial statements.
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash and cash
equivalents. At November 30, 2012, approximately $938 of cash or
cash equivalents was not insured by agencies of the U.S.
Government.
f) Foreign Currency Translations
The financial statements are presented in U.S. dollars. In
accordance with ASC 830 "Foreign Currency Matters," foreign
denominated monetary assets and liabilities are translated to
their U.S. dollar equivalents using foreign exchange rates which
prevailed at the balance sheet date. Revenue and expenses are
translated at average rates of exchange during the period. Related
translation adjustments are reported as a separate component of
stockholders' equity, whereas gains or losses resulting from
foreign currency transactions are included in results of
operations.
F-26
PEPTIDE TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
g) Comprehensive Income (Loss)
The Company adopted ASC 220, "Reporting Comprehensive Income." ASC
220 requires that the components and total amounts of
comprehensive income be displayed in the financial statements
beginning in 1998. Comprehensive income includes net income and
all changes in equity during a period that arises from non-owner
sources, such as foreign currency items and unrealized gains and
losses on certain investments in equity securities.
h) Use of Estimates
The preparation of the Company's financial statements are in
conformity with generally accepted accounting principles which
requires management to make estimates and assumptions that affect
the amounts reported in these financial statements and
accompanying notes. Actual results could differ from those
estimates.
i) Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments with
original maturities of three months or less.
j) Recent Accounting Pronouncements
In July 2012, he Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update ("ASU") No. 2012-02,
"Intangibles - Goodwill and Other."This update presents an entity
with the option to first to assess qualitative factors to
determine whether it is more likely than not that an
indefinite-lived intangible asset is impaired as a basis for
determining whether it is necessary to perform the quantitative
impairment test in accordance with Subtopic 350-30, "Intangibles -
Goodwill and Other - General Intangibles Other than Goodwill." The
more-likely-than-not threshold is defined as having a likelihood
of more than fifty percent. ASU No. 2012-02 will be effective for
annual and interim impairment tests performed for fiscal years
beginning after September 15, 2012, with early adoption permitted.
The adoption of this update will not have a material effect on the
Company's financial statements.
In December 2011, FASB issued ASUNo. 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. ASU No. 2011-12 will
be effective for fiscal years, and interim periods within those
years, beginning after December 15, 2011. As ASU No. 2011-12
relates only to the presentation of comprehensive income, adoption
of this update will not have a material effect on the Company's
financial statements.
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 annual and interim impairment tests
performed for fiscal years beginning after December 15, 2011, with
early adoption permitted. The adoption of this update will not
have a material effect on the Company's financial statements.
F-27
PEPTIDE TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO THE 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. ASU No. 2011-05 will be
effective for fiscal years, and interim periods within those
years, beginning after December 15, 2011. As ASU No. 2011-05
relates only to the presentation of Comprehensive Income, adoption
of this update will not have a material effect on the Company's
financial statements.
k) Reclassifications
Certain comparative figures have been reclassified in order to
conform to the current year's financial statement presentation
with no effect on earnings.
l) Other
The Company consists of one reportable business segment.
The Company paid no dividends during the periods presented.
3. WEBSITE
The Company purchased a website during October 2012 for $10,000. This
website has a useful life of three(3) years, and the cost is being
amortized over the life of the asset. As of November 30, 2012,
accumulated amortization was $833.
4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
As of November 30, As of November 30,
2012 2011
---------------------- ----------------------
Accounts Payable $ 29,217 $ 29,847
Accrued Liabilities 254,500 109,063
Accrued Payroll and Payroll Taxes 147,000 -
Accrued Bonus 300,000 -
---------------------- ----------------------
Total Accounts Payable and Accrued Liabilities $ 730,717 $ 138,910
====================== ======================
Accounts payable and accrued liabilities are non-interest bearing,
unsecured and have settlement dates within one year.
During the year ended November 30, 2012, the Board approved salaries
for the Company's three (3) employees. Effective September 1, 2012,
monthly salaries of $25,000 and $20,000 started to be accrued for the
CEO and CFO, respectively. Effective November 1, 2012, a monthly salary
of $6,000 started to be accrued for the Vice President of Operations &
Communication. Total wages as of November 30, 2012 was $141,000. Total
accrued payroll taxes as of November 30, 2012 are $6,000.
Effective October 1, 2012, the Board approved a $300,000 bonus for the
CEO to recognize the CEO's contributions toward the Company's
successful start-up. This bonus was earned in-full and accrued for as
of November 30, 2012.
F-28
PEPTIDE TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
5. NOTES PAYABLE AND ACCRUED INTEREST
November 30, November 30,
2012 2011
------------------ -----------------
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
4,000,000 restricted common shares of the Company. Upon the director's
resignation, the 4,000,000 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 500 500
Company. The loan is unsecured, bears no interest, and has not fixed
terms of repayment.
On November 13, 2011, PSI issued a loan of CAD$45,000 to the 47,465 43,713
Company. The loan is unsecured and bears interest at a rate of 6% per
annum. Principal and accrued interest is due November 13, 2013. The loan
payable to PSI as at November 30, 2012 consists of pricipal and accrued
interest of USD$44,650 (2011 - $USD$43,596) and USD$2,815 (2011 -
USD$117), respectively.
On June 1, 2012, PSI issued a loan of CAD$20,000 to the Company. The loan
is unsecured and bears interest at a rate of 6% per annum. Principal and
accrued interest is due on May 31, 2013. The loan payable to PSI as at
November 30, 2012 consists of principal and accrued interest of
USD$19,856 (2011 - $Nil) and USD$559 (2011 - $Nil), respectively. 20,415 -
------------------------------------------
Balance as of November 30, 2012 $ 84,380 $ 60,213
==========================================
6. RELATED PARTY TRANSACTIONS
During the year ended November 30, 2012, a director and shareholder of
the Company made cash contribution in the amount of $Nil (2011
-$14,288, Cumulative - $27,288).
During the year ended November 30, 2012, the Company issued 5,000,000
fully vested shares of the Company's restricted common stock at a par
value of $0.001 per share to a director of the Company for consulting
services rendered (Notes 8 and 11).
During the year ended November 30, 2012, the Company accrued salaries
and benefits of $441,000 to officers of the Company (2011 - $Nil)
(Note 4).
7. 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) (Notes8 and 11).
F-29
PEPTIDE TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
On December 14, 2011 the Company entered into an amended agreement
amending the Asset Purchase Agreement 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
(Notes8 and 11) in exchange for payment of half of 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 (Note 10). This transaction has been recorded as a
reduction of intangible assets and intellectual property and a
reduction in share capital equal to $30,000.
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;
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.
8. 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 20, 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 149,078,000 common
shares with a par value of $0.001 per common share. The Company's
common stock issuances to date are as follows:
o 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 (Notes7 and
11).
o During October and November 2011, 23,000 shares of the Company's
common stock were issued for cash proceeds of $23,000.
o On January 5, 2012, 5,000 shares of the Company's common stock
were issued for cash proceeds of $4,936 (CAD $5,000).
o On January 6, 2012, 5,000 shares of the Company's common stock
were issued for cash proceeds of $4,921 (CAD $5,000).
o On January 15, 2012, 5,000 shares of the Company's common stock
were issued for cash proceeds of $4,884 (CAD $5,000).
F-30
PEPTIDE TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
o On January 24, 2012, 5,000 shares of the Company's common stock
were issued for cash proceeds of $4,943 (CAD $5,000).
o On April 20, 2012, 5,000 shares of the Company's common stock
were issued for cash proceeds of $5,041 (CAD $5,000).
o On July 11, 2012, 5,000 shares of the Company's common stock were
issued for cash proceeds of $4,902 (CAD $5,000).
o On August 31, 2012, the Company issued 5,000,000 fully vested
shares of the Company's restricted common stock at a par value of
$0.001 per share to a director of the Company for consulting
services rendered (Notes 6and 11). As a result, the Company
recorded stock compensation expense of $5,000 when the stock was
issued.
o On September 28, 2012, 5,000 shares of the Company's common stock
were issued for cash proceeds of $5,086 (CAD $5,000).
o On October 15, 2012, 20,000 shares of the Company's common stock
were issued for cash proceeds of $20,402 (CAD $20,000).
o On November 28, 2012, the Company issued 3,000,000 fully vested
shares of the Company's restricted common stock at a par value of
$0.001 per share to a third party for technical services
rendered. As a result, the Company recorded stock compensation
expense of $3,000 when the stock was issued (Note 11).
9. 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
NOL NOL Tax Benefit Valuation
Carry-forward Expires from NOL Allowance Net Tax Benefit
-----------------------------------------------------------------------------------------------------
November 30, 2010 116,675 2030 40,836 (40,836) -
November 30, 2011 328,821 2031 115,087 (115,087) -
November 30, 2012 980,558 2032 343,195 (343,195) -
Income taxes at the statutory rate are reconciled to the Company's
actual income taxes as follows:
2012 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%
============ =========
As at November 30, 2012, the Company is in arrears on filing its statutory
corporate income tax returns and the amounts presented above are based on
estimates. The actual losses available could differ from these estimates.
F-31
PEPTIDE TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
10. COMMITMENTS
The Company is committed to paying half of one half percent of all
gross monies received by the Company from revenue produced from
products derived from the use of all the formula 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 (Note 7).
11. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
On August 23, 2011, 75,000,000 shares of the Company's restricted
common stock, valued at $75,000, were issued in exchange for intangible
assets and intellectual property. On December 21, 2011, 30,000,000
shares of the Company's restricted common stock were returned to
treasury and cancelled (Notes 7 and 8).
On August 31, 2012, the Company issued 5,000,000 fully vested shares of
the Company's restricted common stock at a par value of $0.001 per
share to a director of the Company for consulting services rendered
(Notes 6 and 8). As a result, the Company recorded stock compensation
expense of $5,000 when the stock was issued.
On November 28, 2012, the Company issued 3,000,000 fully vested shares
of the Company's restricted common stock at a par value of $0.001 per
share to a third party for technical services rendered. As a result,
the Company recorded stock compensation expense of $3,000 when the
stock was issued (Note 8).
12. CONTINGENCIES
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 November 30, 2012.
13. SUBSEQUENT EVENTS
The following reportable events occurred during the year ended November
30, 2012 to the date the financial statements were available to be
issued on February 14, 2013:
On December 11, 2012, the Company formerly engaged BB&T Capital Markets
("BB&TCM") to act as the Company's exclusive financial advisor and
agent in connection with developing strategic alternatives for the
Company regarding debt financings, licensing of intellectual properties
developed by the Company, equity raises, sale of intellectual
properties, or other capital markets transactions that may develop over
the course of a 24 month agreement.
The Company is to pay BB&TCM an advisory fee of three percent of the
face amount of the financial transactions advised upon during the
course of the engagement, due and payable at closing of any
contemplated transactions under the agreement.
Additionally, the Company is to defend, indemnify and hold BB&TCM, its
parent company, subsidiaries and affiliates and its and their
directors, officers, employees, agents and successors and assigns
harmless from and against any losses, suits, actions, claims, damages,
costs and or other liabilities which any indemnified person may incur
as a result of acting on behalf of the Company in connection with this
engagement
F-32
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A.CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company maintains a system of disclosure controls and procedures that are
designed for the purposes of ensuring that information required to be disclosed
in the Company's SEC reports is recorded, processed, summarized, and reported
within the time periods specified in the SEC rules and forms, and that such
information is accumulated and communicated to the Company's management as
appropriate to allow timely decisions regarding required disclosure.
Management, after evaluating the effectiveness of the Company's disclosure
controls and procedures as defined in Exchange Act Rules 13a-14(c) as of January
2, 2013 (the "Evaluation Date") concluded that as of the Evaluation Date, the
Company's disclosure controls and procedures were effective to ensure that
information relating to the Company would be made known to them by individuals
within those entities, particularly during the period in which this annual
report was being prepared and that information required to be disclosed in the
Company's SEC reports is recorded, processed, summarized, and reported within
the time periods specified in the SEC's rules and forms.
Management's Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of
the Exchange Act). Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United States.
Because of its inherent limitations, internal controls over financial reporting
may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance of achieving
their control objectives. Furthermore, smaller reporting companies face
additional limitations. Smaller reporting companies employ fewer individuals and
find it difficult to properly segregate duties. Smaller reporting companies tend
to utilize general accounting software packages that lack a rigorous set of
software controls.
Our management, with the participation of the President and Chief Financial
Officer, evaluated the effectiveness of the Company's internal control over
financial reporting as of November 30, 2012. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control --
Integrated Framework. Based on that evaluation, our management concluded that,
as of November 30, 2012, 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.
Accordingly, while the Company has identified certain material weaknesses in its
system of internal control over financial reporting, it believes that it has
taken reasonable steps to ascertain that the financial information contained in
this report is in accordance with generally accepted accounting principles.
Management has determined that current resources would be appropriately applied
elsewhere and when resources permit, they will alleviate material weaknesses
through various steps.
This Annual Report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this Annual Report.
Changes in Internal Control over Financial Reporting
----------------------------------------------------
There were no changes in internal control over financial reporting that occurred
during the last fiscal quarter covered by this report that have materially
affected, or are reasonably likely to affect, the Company's internal control
over financial reporting.
33
ITEM 9B.Other Information
None.
PART III
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Directors and Executive Officers
The following table sets forth the names, ages and positions of the current
directors and executive officers of the Company, as of the date of this filing:
Name Age Offices Held
---------------------------------------------------------------------
Scott McKinley 58 Chairman of the Board, CEO
Erik Odeen 46 Secretary/Treasurer, CFO
During the year ended November 30,2012, we had the following changes in
management:
o Effective August 31, 2012, letters of resignation tendered by Deborah
Fortescue-Merrin as President of the Company and Richard Fortescue as
Secretary/Treasurer and Chief Financial Officer were accepted.
o Effective July 16, 2012, Scott McKinley was appointed Chief Executive
Officer. Dr. McKinley will continue to serve as Chairman of the Board.
o Effective August 31, 2012, Mr. Erik Odeen was appointed to the Board
of Directors of the Company to serve as Secretary/Treasurer until he
resign or his successors be elected by the shareholders of the Company
or appointed by the Board of Directors. Erik Odeen was also appointed
to serve as Chief Financial Officer of the Company
o Effective November 1, 2012, Mr. Bruce Sellars was hired to fill the
position of Vice President of Operations & Communications.
Dr. Scott McKinley, B.Sc., M.Sc., Ph.D. Chairman, Chief Executive Officer
Dr. McKinley received his Ph.D. from the University of Waterloo. He has mentored
and supervised the research of dozens of graduate students and postdoctoral
fellows. He has also been the recipient of two prestigious Research Chairs: a)
Natural Sciences and Engineering Research Council ("NSERC") /Industrial Research
Chair and b) Canada Research Chair (Tier 1). Dr. McKinley holds a number of
directorships including the Vancouver Aquarium, Centre for Aquaculture and
Environmental Research (a partnership between UBC and Department of Fisheries
and Oceans ["DFO"]), and Pacific Ocean Shelf Tracking ("POST"). Dr. McKinley was
recently appointed to be a member of the High Level Expert Forum on how to feed
the world population in 2050, sponsored by the Food and Agriculture Organization
of the United Nations.
Dr. McKinley is currently a Professor of Animal Science at University of British
Columbia. He has over 30 years of experience in the field of ecology, animal
physiology and biochemistry. He has conducted his research across Canada and
Europe in fresh and marine waters. He has held a senior Canada Research Chair
and an Industrial and Natural Sciences and Engineering Chair and has author two
patents. He has served as Chair of the Technical Board of Experts for the Great
Lakes Fishery Commission, Research committee for the Pacific Ocean Shelf
Tracking (POST) study, and a member of the Board of Directors for POST and the
Vancouver Aquarium. He is presently Director of the West Vancouver Marine
Laboratory.
Dr. McKinley Professor McKinley has authored more than 150 scientific
publications as well asseveral book chapters.
Erik Odeen, CPA CFE, Secretary/Treasurer, Chief Financial Officer
Erik Odeen, CPA, CFE, is a seasoned executive with over 25 years' experience in
corporate management, financial leadership, international manufacturing &
distribution operations, and public accounting. He manages a consulting practice
which provides financial management and strategic-planning advisory services to
34
both public and privately-held company clients. More recently, Erik has provided
CFO and CEO services where his focus has been corporate restructuring and
reorganization, SEC and BCSC reporting, resolving complex accounting issues, and
corporate fraud prevention.
Mr. Odeen spent eight years in public accounting with Deloitte & Touch and
PCAOB-registered McKennon, Wilson & Morgan (Irvine, CA) where he specialized in
managing external audits, complex accounting issues, SEC Reporting and
Sarbanes-Oxley compliance.
Mr. Odeen's public company experience ranges from start-up and development stage
to Fortune 100 companies, including turn-around and M&A engagements. During his
13 year career with International Paper, Erik worked in Corporate Audit, was
instrumental in the planning and implementation of financial and operating
systems, and served in senior-level management positions with a division of
XPEDX, IP's distribution arm. Erik earned a Bachelor of Business Administration
in accounting and economics; holds an active CPA license in the state of
California; and is an active member of the American Institute of Certified
Public Accountants (AICPA), the California Society of CPAs (CalCPA), and the
global Association of Certified Fraud Examiners (ACFE).
Bruce M. Sellars, PEng., MBA Vice President, Operations & Communications
Bruce Sellars, a registered Professional Engineer, has over 35 years of business
experience in a variety of technical and managerial positions, utilizing his
engineering, sales, marketing and finance skills. He has founded several
companies and has been a director of two publicly-traded companies.
Mr. Sellars has held management level positions in business development and
marketing for firms in the renewable energy, oil and gas, electric utility, and
water and wastewater utility industries. These companies include Texaco Canada,
Nexen, North Canadian Oils, EPCOR, TransAlta, Hydroxyl, Hill Murray &
Associates, Highwater Power and Cedar Road LFG. He has created and executed
strategic and tactical marketing and sales plans, and led business development
and sales teams.
In British Columbia, Mr. Sellars operates a successful consulting company, Gas
Power Technologies Inc., which provides business development services.
Assignments have included implementing and constructing a land fill gas recovery
project, permitting several small hydroelectric projects in BC, and the
installation of wastewater treatment plants. The Company has represented two
European turbine manufacturing companies in North America. Annual sales exceeded
$6 Million, on average.
Mr. Sellars has a Bachelor of Applied Science in Chemical Engineering from the
University of Toronto, and an MBA from the University of Alberta. He is a
registered Professional Engineer in Alberta and British Columbia, Canada.
Additionally, Mr. Sellars has been a speaker at several small hydro and
renewable energy conferences.
Family Relationships
None as of November 30, 2012.
Audit Committee and Audit Committee Financial Expert Disclosure
The Company does not currently have a formal audit committee; audit committee
functions are performed by our Directors. Our Directors are not deemed
independent; as they also hold positions as officers. Our audit committee is
responsible for: (1) selection and oversight of our independent accountant; (2)
establishing procedures for the receipt, retention and treatment of complaints
regarding accounting, internal controls, and auditing matters; (3) establishing
procedures for the confidential, anonymous submission by our employees of
concerns regarding accounting and auditing matters; (4) engaging outside
advisors; and, (5) funding for the outside auditory and any outside advisors
engagement by the audit committee.
The Company's CFO, Erik Odeen, CPA, CFE, is the financial expert serving on the
Board of Directors.
Code of Conduct and Code of Ethics for Senior Management
The Company has implemented a Code of Conduct and A Code of Ethics for Senior
Management, which are both located on our website
www.peptidetechnologiesinc.com. The Company's management intends to promote
honest and ethical conduct, full and fair disclosure in our reports to the SEC
and BCSC, and compliance with applicable governmental laws and regulations. We
believe our codes are reasonably designed to deter wrongdoing and promote honest
and ethical conduct; provide full, fair, accurate, timely and understandable
disclosure in public reports; comply with applicable laws; ensure prompt
internal reporting of code violations; and provide accountability for adherence
to the codes.
35
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities and Exchange Act of 1934 requires any person who
is a director or executive officer or who beneficially holds more than ten
percent (10%) of any class of our securities which have been registered with the
Securities and Exchange Commission, to file reports of initial ownership and
changes in ownership with the Securities and Exchange Commission. These persons
are also required under the regulations of the Securities and Exchange
Commission to furnish us with copies of all Section 16(a) reports they file.
To our knowledge, based solely on our review of the copies of the Section 16(a)
reports furnished to us and a review of our shareholders of record for the
fiscal year ended November 30, 2012, there were no filing delinquencies.
ITEM 11.EXECUTIVE COMPENSATION
The following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid (or accrued) by us
during the year ended November 30, 2012 and 2011, in all capacities for the
accounts of our executives, including the Chief Executive Officer (CEO).
Fiscal Salary Stock Option Non-Equity Non-Qualified All Other
Year Earned Awards Awards Incentive Plan Deferred Compensation*
Name and or ($) ($) Compensation Compensation ($)
Principal Paid Bonus ($) Earnings Totals
Position ($) ($) ($) ($)
DeborahFortescue-Merrin 2012 $ - - - - - - - $ -
President 2011 - - - - - - - $ -
RichardFortescue 2012 $ - - - - - - - $ -
Chief Financial Officer,
Secretary, Treasurer 2011 - - - - - - - -
Scott McKinley
Chief Executive Officer,
Chairman 2012 $75,000 300,000 - - - - - $ 375,000
2011 - - - - - - - $ -
William Campbell
Chief Scientific Officer 2012 $ - - - - - - - $ -
2011 - - - - - - - $ -
Erik Odeen
Chief Financial Officer,
Secretary, Treasurer 2012 $60,000 - 5,000 - - - - $ 65,000
(effective August 31, 2011 - - - - - - - $ -
2012)
Compensation of Directors
We do not compensate our directors for their time spent on behalf of our
Company, but they are entitled to receive reimbursement for all out of pocket
expenses incurred for attendance at our Board of Directors meetings.
Pension and Retirement Plans
Currently, we do not offer any annuity, pension or retirement benefits to be
paid to any of our officers, directors or employees, in the event of retirement.
There are also no compensatory plans or arrangements with respect to any
individual named above which results or will result from the resignation,
retirement or any other termination of employment with our company, or from a
change in the control of our Company.
Employment Agreements
We do not have written employment agreements with any of our key employees.
Audit Committee
Presently the Board of Directors is performing the duties that would normally be
performed by an audit committee. We intend to form a separate audit committee,
and are seeking potential independent directors. We are seeking experienced
business people and plan to appoint an individual qualified as an audit
committee financial expert.
36
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth certain information, as of November 30, 2012 with
respect to any person (including any "group," as that term is used in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) who is known to the Company to be the beneficial owner of more than five
percent of any class of the Company's voting securities, and as to those shares
of the Company's equity securities beneficially owned by each its director, the
executive officers of the company and all of its directors and executive
officers of the Company and all of its directors and executive officers as a
group. Unless otherwise specified in the table below, such information, other
than information with respect to the directors and officers of the Company, is
based on a review of statements filed, with the Securities and Exchange
commission (the "Commission") pursuant to Sections 13 (d), 13 (f), and 13 (g) of
the Exchange Act with respect to the Company's common stock. As of November 30,
2012, there were 149,078,000 shares of common stock outstanding.
The number of shares of common stock beneficially owned by each person is
determined under the rules of the Commission and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under such
rules, beneficial ownership includes any shares as to which such person has sole
or shared voting power or investment power and also any shares which the
individual has the right to acquire within 60 days after the date hereof,
through the exercise of any stock option, warrant or other right. Unless
otherwise indicated, each person has sole investment and voting power (or shares
such power with his or her spouse) with respect to the shares set forth in the
following table. The inclusion herein of any shares deemed beneficially owned
does not constitute an admission of beneficial ownership of those shares.
The table also shows the number of shares beneficially owned as of November 30,
2012 by each of the individual directors and executive officers and by all
directors and executive officers as a group.
Position Amount and Nature Percent
Nameof Beneficial Owner of Beneficial Owner Of Common Stock
------------------------------------------------------------------------------------------------------------------------
Chief Executive Officer, Chief Operating
Scott McKinley Officer, Chairman 50,000,000 33.5%
Erik Odeen Chief Financial Officer, Secretary, 6,300,000 4.2%
Treasurers
Total Officer and Directors 56,300,000 37.8%
====================
(1) Percent of Ownership is calculated in accordance with the Securities and
Exchange Commission's Rule 13(d) - 13(d) (1). Based on 149,078,000 shares of
common stock issued and outstanding.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.
Ms. Deborah Fortescue-Merrin, the prior President of the Company and Mr. Richard
Fortescue, the prior Secretary/Treasurer and Chief Financial Officer for the
Company are brother and sister. Both resigned from the Company effective August
31, 2012.
In accordance with the Asset Purchase Agreement dated August 23, 2011, the
Company issued a total of 75,000,000 shares of its restricted common stock in
exchange for intangible assets and intellectual property referred to as the
Peptide Technology Platforms. 60,000,000 of these restricted shares were issued
equally; 30,000,000 shares to William Campbell and 30,000,000 shares to Scott
McKinley. The balance of 15,000,000 restricted shares were issued equally;
7,500,000 shares to Deborah Fortescue-Merrin and 7,500,000 shares to Richard
Fortescu. Upon their resignations, Deborah Fortescue-Merrin and Richard
Fortescue each relinquished 6,500,000 shares of common stock to Scott McKinley
upon his acceptance of Chief Executive Officer for the Company.
On December 14, 2011, Peptide Technologies, Inc. agreed to amend the Asset
Purchase Agreement dated August 23, 2011. As a result of the amendment
30,000,000 restricted common shares of the Company issued to William Campbell
were returned to treasury in exchange for payment of half of 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 CDN $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 agreement.
37
Director Independence
For our description of director independence, see "Director Independence" under
the section entitled "Directors, Executive Officers, Promoters, Control Persons
and Corporate Governance; Compliance with Section 16(a) of the Exchange Act"
above.
ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
The aggregate fees billed by our auditors James Stafford Inc. for professional
services rendered for the audit of our annual financial statements and for the
reviews of the financial statements included in our Quarterly Reports on Form
10Q during the fiscal year ended November 30, 2012 and 2011 were $14,385 and
$12,652, respectively. The aggregate fees billed by our auditors, Schumacher &
Associates, for professional services rendered for the audit of our annual
financial statements, and for the reviews of the financial statements included
in our Quarterly Reports on Form 10-Q during the fiscal years ended November 30,
2012 and 2011, were $0 and $1,000 respectively.
Audit Related Fees
We incurred no fees to auditors for audit related fees during the fiscal years
ended November 30, 2012 and 2011.
Tax Fees
We incurred no fees to auditors for tax compliance, tax advice or tax compliance
services during the fiscal years ended November 30, 2012 and 2011.
All Other Fees
We did not incur any other fees billed by auditors for services rendered to our
Company, other than the services covered in "Audit Fees" for the fiscal years
ended November 30, 2012 and 2011.
The Board of Directors has considered whether the provision of non-audit
services is compatible with maintaining the principal accountant's independence.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following is a complete list of exhibits filed as part of this Form 10K.
Exhibit number corresponds to the numbers in the Exhibit table of Item 601 of
Regulation S-K.
Exhibit Index
10.1 Asset Purchase Agreement, dated August 23, 2011(2)
10.2 Amendment to the Asset Purchase Agreement, dated December 14,
2011 (3)
31.1 Section 302 Certification - Chief Executive Officer *
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 - Chief Executive Officer. *
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.*
38
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 14thday of
February, 2013.
PEPTIDE TECHNOLOGIES, INC.
Date: February 28,2013 By: /s/ Scott McKinley
-------------------------------------
Name: Scott McKinley
Title: Chairman& Principal Executive Officer
Date: February 28, 2013 By: /s/ Erik Odeen
--------------------------------------
Name: Erik Odeen
Title: Chief Financial Officer & Principal
Accounting Officer
3
