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EX-32.1 - CERTIFICATION - Cortronix Biomedical Advancement Technologies Inc.ex321.htm
EX-31.2 - CERTIFICATION - Cortronix Biomedical Advancement Technologies Inc.ex312.htm
EX-10.7 - CONSULTING AND INVESTOR RELATIONS AGREEMENT BETWEEN THE COMPANY AND MAPLEHURST INVESTMENT GROUP LLC DATED SEPTEMBER 6, 2013 - Cortronix Biomedical Advancement Technologies Inc.ex107.htm
EX-31.1 - CERTIFICATION - Cortronix Biomedical Advancement Technologies Inc.ex311.htm
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EXCEL - IDEA: XBRL DOCUMENT - Cortronix Biomedical Advancement Technologies Inc.Financial_Report.xls


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

Form 10-K

(Mark One)
 
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the fiscal year ended August 31, 2013
   
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the transition period from __________ to __________

000-53700
Commission File Number
 
Cortronix Biomedical Advancement Technologies Inc.
(Exact name of registrant as specified in its charter)
   
Nevada
98-0515701
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
8200 N.W. 41st Street, Suite 145B, Doral, FL
33166
(Address of principal executive offices)
(Zip Code)
 
(786) 859-3585
(Registrant’s  telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:
 
Title of each class
Name of each exchange on which registered
n/a
n/a

Securities registered pursuant to Section 12(g) of the Exchange Act:
 
Title of  class
Common Shares

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 Section 13 or 15(d) of the Act.

 
Yes
[   ]
No
[X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 
Yes
[X]
No
[   ]

 
 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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

Large accelerated filer
[   ]
Accelerated filer
[   ]
       
Non-accelerated filer
[   ]
Smaller reporting company
[X]
(Do not check if a smaller reporting company)
     

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes
[   ]
No
[X]
 
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

The aggregate market value of voting common stock held by non-affiliates was approximately $25,600,000 as of February 28, 2013, based on the closing price of $0.32 of the Company’s common stock on February 28, 2013 assuming solely for the purpose of this calculation that all directors, officers and greater than 10% stockholders of the registrant are affiliates.  Shares of common stock held by each officer and director have been excluded in that such persons may be deemed to be affiliates.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.
 
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST 5 YEARS:

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

 
Yes
[   ]
No
[   ]
 
APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

 
 349,500,000 common shares outstanding as of February 4, 2014
 

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933.
 
2

 
Cortronix Biomedical Advancement Technologies Inc.

TABLE OF CONTENTS

   
Page
 
PART I
 
     
Business
    4
Risk Factors
  11
Unresolved Staff Comments
  15
Properties
  16
Legal Proceedings
  16
Mine Safety Disclosures
  16
     
 
PART II
 
     
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
  16
Selected Financial Data
  18
Management’s Discussion and Analysis of Financial Condition and Results of Operations
  18
Quantitative and Qualitative Disclosures About Market Risk
  18
Financial Statements and Supplementary Data
  21
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  23
Controls and Procedures
  24
Other Information
 
     
 
PART III
 
     
Directors, Executive Officers and Corporate Governance
  26
Executive Compensation
  28
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  29
Certain Relationships and Related Transactions, and Director Independence
  30
Principal Accounting Fees and Services
  31
     
 
PART IV
 
     
Exhibits, Financial Statement Schedules
  32
     
SIGNATURES   35

 
3

 
PART I

ITEM 1.  BUSINESS

Statements in this Form 10-K Annual Report may be “forward-looking statements.”  Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by our management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this Form 10-K Annual Report, including the risks described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other documents which we file with the Securities and Exchange Commission (“SEC”).

In addition, such statements could be affected by risks and uncertainties related to our financial condition, factors that affect our industry, market and customer acceptance, competition, government regulations and requirements, pricing, general industry and market conditions, growth rates, and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 10-K Annual Report.

The safe harbors of forward-looking statements provided by Section 21E of the Exchange Act are unavailable to issuers of penny stock. As we issued securities at a price below $5.00 per share, our shares are considered penny stock and such safe harbors set forth under the Private Securities Litigation Reform Act of 1995 are unavailable to us.

Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the common shares in our capital stock.

As used in this Annual Report, the terms "we," "us," "Company," "our" and "Cortronix Advanced" mean Cortronix Biomedical Advancement Technologies Inc., unless otherwise indicated.

General Development of Business

The Company was incorporated under the laws of the State of Nevada on October 4, 2006 with authorized capital stock of 100,000,000 shares at $0.001 par value. The Company was originally organized for the purpose of acquiring and developing mineral properties.

On January 15, 2008, Cortronix Biomedical Advancement Technologies Inc.(formerly Pana-Minerales S.A.) (the “Company”, “we” “our” and “us”) purchased the Marawi Gold Claims located in the Philippines for $5,000 and obtained a mining license for an additional payment of $1,843. On September 10, 2012, the Board of Directors determined to abandon the claims as they had determined not to pursue the mining and exploration business.

On April 30, 2011, we entered into a mining option agreement with Brookmount Explorations Inc. (the “Option”) for the Mercedes mining concessions located in the District of Comas, Province of Concepcion, Department of Junin in the Republic of Peru. Unlike the Marawi Gold Claims, the Mercedes concessions will focus mainly on silver exploration. Under the terms of the mining option agreement, Brookmount Explorations Inc. granted us an exclusive option to acquire a 50% interest in the property subject to us undertaking expenditures in the amount of $3,100,000 before April 30, 2013. The Company had been unable to meet the funding requirements under the option agreement and on September 4, 2012, the Company provided Brookmount Explorations Inc. with a notice of termination as required under the option agreement, whereby the Company advised Brookmount Explorations Ltd. that pursuant to Item 5.3 of the mining option agreement dated April 30, 2011, the Company was providing Brookmount Explorations Ltd. with notice of the Company’s intention to immediately surrender all of the Company’s rights thereunder and the termination of the Option and the Agreement are hereby terminated including the working rights under the agreement had lapsed the Company had no further rights to the Mercedes concessions.

On September 7, 2011 the Company increased the authorized capital  stock of the Company to 800,000,000 shares at $0.001 par value and effected a stock dividend of 7 shares for every 1 share of common stock held by each shareholder of record as of August 16, 2011.
 
 
4

 
On February 1, 2012, the Company entered into a Mining Option Agreement with Minerales Holdings Can Corp. (“Minerales”) Under the terms of the Option Agreement, Minerales granted the Company for the period commencing on the effective date of the Option Agreement and expiring on January 31, 2015 (the “Option Term”), an exclusive option to acquire an undivided one hundred percent (100%) interest in certain mineral claims located in Quebec, Canada (the “Property”), subject to certain conditions. On September 10, 2012, the Company and Minerales entered into a Termination Agreement whereby Minerales returned for cancellation a total of 22,500,000 shares of common stock of the Company which were returned in exchange for cancellation of the Option Agreement on the Property.

On August 15, 2012, the Company entered into an acquisition agreement (the “Acquisition Agreement”) with CorTronix Technologies Inc. (“CorTronix”), a private Nevada corporation and Yoel Palomino (the “Shareholder”).  The sole officer and director of CorTronix, Yoel Palomino is also the sole officer and director of Cortronix Biomedical Advancement Technologies Inc. and is the developer of the technology held by CorTronix and is the President, Secretary and Treasurer and sole director of CorTronix.    CorTronix was incorporated solely for the purpose of this acquisition.  The assets of CorTronix is Corlink an advanced telemetric system used to transmit, analyze, report and store all types and variations of physiological studies. The closing date was September 11, 2012, which is the date the shares were transferred.

Under the terms of the agreement, the Company acquired all of the issued and outstanding shares of CorTronix in exchange for the issuance of 175,000,000 restricted shares of the common stock of the Company in exchange for all of the issued and outstanding shares of CorTronix.

On September 11, 2012, the Company issued the shares to complete this transaction. The Company intends to develop the CorTronix technology through the wholly-owned subsidiary.

The person from whom the common shares of CorTronix were acquired was Yoel Palomino who requested that the shares be issued as follows:
   
Yoel Palomino
122,500,000
Jorge Saer
52,500,000

This transaction effected a change in control of the Company.

On July 25, 2013, the Company entered into a marketing agreement with Global Investment Strategies S.A. LLC., a company with offices in Saudi Arabia (“GIS”) whereby GIS is granted the exclusive license for the Middle East and will provide support, management and personnel to make strategic introductions to end users of the Cortronix technologies, including but not limited to hospitals, government agencies, the military and certain airlines in the middle east and other countries.   The Company is not requested to pay any payments, fees, royalties or other consideration other than to issue a total of 52,500,000 shares of the common stock of the Company which were issued on November 19, 2013.   The contract also gives GIS the right to appoint a member to the Board of Directors, however, no appointment has yet been made.  The agreement has an initial term of five years and renews automatically for an additional five years unless written notice is provided by either party.

The Company’s offices are at 8200 N.W. 41st Street, Suite 145B, Doral, FL 33166 and its telephone number is (786) 859-3585.

Business Development of CorTronix

CorTronix was incorporated in the State of Nevada on August 3, 2012 solely for the purpose of undertaking this acquisition.  On August 8, 2012, CorTronix was registered to do business in the State of Florida. CorTronix has not been in bankruptcy or receivership at any time. Other than as described below, CorTronix has not had any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business, other than the transactions described herein.

On August 15, 2012, CorTronix and its sole shareholder, Yoel Palomino entered into an Acquisition Agreement with the Company, whereby the Company acquired all of the issued and outstanding shares of CorTronix from Yoel Palomino in exchange for 175,000,000 shares of the Company's common stock (the “Share Exchange”). On September 11, 2012, the Company, CorTronix and Yoel Palomino closed the Share Exchange and CorTronix is now a wholly-owned subsidiary of the Company.  The Company is presently continuing the development of the technology and software initiated by CorTronix.
 
 
5

 
Business of CorTronix

CorTronix is a BioMedical Corporation with a core competency in Mobile Cardio Devices.   CorTronix is in development stages of creating a complete product line that will consist of multiple revolutionary mobile devices with the capacity to acquire and process patient/s data through a consolidated “Single Source” Network.

CorTronix integrates existing medical procedures with cutting edge wireless technology through the Company’s proprietary Network (CorLink) with the intent of creating the next generation Telemetric Medical Devices.  The Company is in the “intermediate” stages of developing the infrastructure of this Global Health Network that will significantly increase the overall ability for Medical Professionals to properly diagnose and analyse Patients data remotely and in real time.

All of the products at this stage are conceptual.   Mr. Palomino and Mr. Saer have the past seven months on R&D and design and have developed  documentation for instance circuit schematics.

The Company is currently developing software that are designed to run on various mobile software platforms including but not limited to the AndroidTM Operating System.  CorTronix BioMedical’s proprietary software will be able to be used on any existing tablet that a health care provider already may use, and will also be creating it’s CorTab which will have all necessary technology integrated into a single unit that will be available for sale or lease through the Company directly.

 “Tablet” – referring to mobile devices such as “IpadTM”, Galaxy TabTM”, etc. that runs on a Mobile Operating Platforms.

CorLink Health Network

Corlink is an advanced telemetric system used to transmit, analyze, report and store all types and variations of physiological studies. It was originally designed for use with ECG Holter studies, but recent advancements in state of the art mobile device technology has extended its usefulness and the overall demand. Current protocol for the monitoring of cardiac patients require that the patient is connected to a Holter Recorder in 24-48 hour intervals at which time the patient is needed to return to their Doctors office or Hospital to have the Holter unhooked and analyzed.  Depending on the extent of the Patient’s medical condition, this process could be repeated over the course of two weeks or more consecutively for patients having more complicated symptoms, such cardiac event monitor can be worn for a month or more.  Existing Holter Recorder are large and bulky, usually measuring 3”x 7”x 2” and with no wireless capabilities, making everyday life very challenging.

CoreLink was designed to provide the modern universal Telemedical diagnostics platform, where vital data is streamed from remote devices to Doctors anywhere in the world with mille-metric precision and effectiveness over CorTronix Technologies’ cutting edge Cloud based platform. This highly intelligent proprietary network will combine mobile devices with the company’s powerful Internet protocols creating a new paradigm through remote medical diagnostics.  With “Doctor to Patient” confidentiality in mind, CorLink was created using .NET framework with high-level encryption, allowing information to flow instantaneously.  These factors allow for CorTronix to integrate the CorLink platform seamlessly into other industries such as the Military Hospitals, Emergency Services, and other industries where “real time” vital information is essential.

CorTronix Cloud based integrated technology will pioneer a new, progressive environment, providing the catalyst for medical advancements in Telemedical Patient Care globally, which will have an immeasurable impact on the future.
The Telemedical Industry (E-Health)
 
 
6

 
Overview and History

Telemedicine is the use of telecommunication and information technologies in order to provide clinical health care at a distance. It helps eliminate distance barriers and can improve access to medical services that would often not be consistently available in distant rural communities. It is also used to save lives in critical care and emergency situations.
Although there were distant precursors to telemedicine, it is essentially a product of 20th century telecommunication and information technologies. These technologies permit communications between patient and medical staff with speed and efficiency, as well as the transmission of medical, imaging and health informatics data from one site to another.

Early forms of telemedicine achieved with telephone and radio have been supplemented with video telephony; advanced diagnostic methods supported by distributed client/server applications, and additionally with Telemedical devices to support in-home care.

Although the CorTronix integrated hardware and software system is being designed for the Telecardiology marketplace, CorTronix network and proprietary system can be modified to serve as a highly effective tool within the broad scope of Telemedicine.

Principal Products

The officers and directors of CorTronix have taken the initials steps to begin the development process of a number of different applications and products which they intend to develop and market under CorTronix .   It is not their intent to enter into any further acquisitions of these technologies but to develop and market all of them as products under the CorTronix  umbrella.

CorLink

Corlink an advanced telemetric system used to transmit, analyze, report and store all types of physiological studies. It was originally designed for ECG Holter studies, but recent state of the art technology has extended its usefulness by enabling it, to transmit more patient data in a very efficient, instantaneous, and cost effective way eliminating the need for health challenged patients to make frequent visits to medical facilities for these important readings.  By using highly intelligent devices and powerful Internet protocols you are able to send patient data to healthcare professionals from a remote location and receive comprehensive reports in a matter of seconds. CorLink will keep all of the CorTronix devices linked and will provide doctors with a constant feed of patient data with minimal interruptions and stability. CorLink is being developed using .NET framework, this allows it to make use of secure internet protocols that allow patient data to be sent and received, without sacrificing doctor to patient confidentiality. CorLink is backed up by state of the art servers, giving us unlimited storage, and internet speed.

1.  
Military at Large
 
2.  
Hospitals
 
3.  
Global Transportation Industries
 
4.  
Emergency Services Market
 
5.  
Any industry with the need for Constant transfer of Any data

In general any of these 5 industries listed above will benefit, from Corlink because of its speed, stability, security, and adaptability to run on multiple platforms.

CorTab

A hand held tablet computer powered by Android and equipped with the latest mobile technology. Cardio-Pad will have custom built software applications for ECG, Stress Test, and Holter analysis, enabling cardiologists to have the necessary tools for patient diagnosis on the go. This system will acquire real time ECG signal, while giving the doctors the ability to analyze it on the spot before sending it through our network. The studies can be sent back to a server to be kept for further testing or reference. The CorView application listed below will run on CorTab giving it its revolutionary functionality. CorView was designed from the bottom up, and optimized to take advantage of CorTabs hardware capabilities, such as GPS location services for patients. Cardiologist will soon take advantage of tab, and make use of the first hands on mobile ECG suite.
 
 
7

 
CorView
 
•  
Military- Mobile ECG for soldiers in war at time of injury, live monitoring of patients in military hospitals from Doctors at any location.
 
•  
Hospitals- Hand held ECG for nurses, while checking on patients, room by room, instead of the existing large equipment on cart-like apparatus.
 
•  
Cardio Specialists- This system will substitute the existing oversized systems that doctors currently use, to take a baseline ECG and print out s report. This system will use E-print, a totally wireless method of printing.
 
•  
Ambulances and other Emergency Vehicles- This Tablet can be mounted in ambulances to monitor accident victims, while driving to the hospital. I can also be hand carried by EMTs to take a patients ECG if pinned inside of a wreck, and at the same time it can send back, the ECG to the Hospital so that doctors, can know in advance what the victims condition is.

 CorPak

A major advancement from the standard 24- hour ECG Holter Recorder, by incorporating the latest GSM mobile technology and cutting edge electronics ,the CorTronix CorPak will enable physicians to monitor patient's cardiac status from any location by receiving and analyzing data packages every 30 minutes. This device will be small and very portable, so that any patient can carry it just like a cellphone. Corpak will roam on a designated GSM network, giving doctors reliability by monitoring the patient and sending back the data. CorPak will have GPS location in case of an emergency. It will also be equipped with an Emergency button with a direct 911 function, in case of a severe heart attack.

•  
Military- A smaller variation of Corpak can be worn by soldiers in the field to monitor their cardiac status
 
•  
Hospitals/Cardiac Specialists- the average, halter recorder installed on patients while on the Hospitals, has to be removed and analyzed every 24hrs. CorPak, will let the nurses monitor multiple patients while sitting in a room. This will improve response times, in case of patient emergency.
 
•  
Athletes- Monitor any athletes heart while on the field, football, soccer etc.
 
•  
Transportation Technicians- Freight Drivers, Captains, and Pilots of both public and commercial vehicles can be monitored in real time to not only prevent a large scale accident that could cause catastrophic damage to people and property.
 
CorCare Home Monitoring System

This will be a home based system that will monitor most physiological parameters and will revolutionize the home care industry, by enabling physicians to be continuously linked to their patients at home, thus reducing hospital costs. Parameters to monitor are: ECG, Oxygen Saturation in blood, and Blood Pressure. This will be a touch screen device that will make it very easy and comfortable for elderly people to operate. It will send patient ID and data to the corresponding physician.

•  
Home care- Monitor the elderly and/or sick at home without the need for frequent visits to the hospital and/or doctor’s office for up to the second real time monitoring.
 
•  
Hospitals- Monitor patients in recuperation rooms, as well as elderly care in nursing homes and hospices.
 
CorCheck Industrial Health Check System

 This system will change the way employees perform at work. It can be applied to any industry, whether it is an assembly plant, airport, heavy equipment facilities, bus and train terminals etc. Employees will be identified through finger print and facial recognition system, scanned for alcohol levels in blood, while simultaneously acquiring standard ECG. This will significantly reduce the risk of fatal accidents associated with health issues and/or substance abuse, while decreasing the company's insurance liability costs. This unit can be wall mounted at different companies where it will be used, it will be implemented in each company’s protocol that machinery operators, will have to be checked and identified before they operate machinery.

•  
UPS/Fedex, DHL all freight companies- drivers, pilots, crane operators.
 
•  
Airlines- Pilots, copilots, flight engineers
 
•  
Municipal transportation services
 
•  
Trucking companies- Drivers
 
•  
Private Train Stations and Buses Companies
 
•  
Taxi
 
•  
Military (possibly)
 
 
8

 
Distribution Methods

The Company will rely on new and existing relationships with companies that offer other products and services within the industries named within the CorTronix business strategy.  In addition, the Company plans on entering into agreement with several consultant companies that have prior successes in one or more of these industries that the Company has identified as a target marketplace.

Competitive Business Conditions

CorTronix believes that they are pioneering the complete merger of two technologies – Medical with Mobile.  They are not aware of any companies that would have the same total competing applications as the CorTronix technology. Phillips has a product known as the Phillips Intellivue monitor which is used for the bedside monitoring of patients that may complete with CorCare which is the home care technology to be developed.  TZ Medical has a mobile Holter called Aera CT, which works through cellular GPRS which CorTronix believes is bulky, slow and difficult to use.

We are a company that prides itself in being able unify current mobile technologies with state of the art medical data acquisition systems. No other company has been able to successfully complete the merger of these two complex mechanisms and in turn make high tech mobile medical devices. We believe that our products once we have finalized the development will set apart our company from the rest by providing physicians with handheld units that out-perform existing stationary units.

CorTronix plans to provide, its customers with full integrated and intuitive solutions that will change the way we see telemedicine. Current systems being used in the world of telemedicine don't hold the potential and sophistication that our systems are expected to have, therefore CorTronix believes that our products will be unique and hold a solid position in the medical device industry and possibly redefine its own category.

Research and Development

The Company’s Chief Executive Officer and Chief Technology Officer spent the prior seven months working on the concept and design of the CorTronix technology.   The estimated costs of development to date are approximately $154,250.

Patents and Trademarks

Our products detailed herein are currently filed under provisional patent applications which will be completed upon the Company receiving sufficient funding to process the applications.

Impact of Government Regulations
 
Our products will require FDA approval.  Section 510(k) of the Food, Drug and Cosmetic Act requires device manufacturers who must register, to notify FDA of their intent to market a medical device at least 90 days in advance. This is known as Premarket Notification - also called PMN or 510(k). Each person who wants to market in the U.S., a Class I, II, and III device intended for human use, for which a Premarket Approval (PMA) is not required, must submit a 510(k) to FDA unless the device is exempt from 510(k) requirements of the Federal Food, Drug, and Cosmetic Act (the Act) and does not exceed the limitations of exemptions in .9 of the device classification regulation chapters (e.g., 21 CFR 862.9, 21 CFR 864.9). There is no 510(k) form, however, 21 CFR 8071 Subpart E describes requirements for a 510(k) submission. Before marketing a device, each submitter must receive an order, in the form of a letter, from FDA which finds the device to be substantially equivalent (SE) and states that the device can be marketed in the U.S. This order "clears" the device for commercial distribution.
 
A 510(k) is a premarket submission made to FDA to demonstrate that the device to be marketed is at least as safe and effective, that is, substantially equivalent, to a legally marketed device (21 CFR 807.92(a)(3)) that is not subject to PMA. Submitters must compare their device to one or more similar legally marketed devices and make and support their substantial equivalency claims. A legally marketed device, as described in 21 CFR 807.92(a)(3), is a device that was legally marketed prior to May 28, 1976 (preamendments device), for which a PMA is not required, or a device which has been reclassified from Class III to Class II or I, or a device which has been found SE through the 510(k) process. The legally marketed device(s) to which equivalence is drawn is commonly known as the "predicate." Although devices recently cleared under 510(k) are often selected as the predicate to which equivalence is claimed, any legally marketed device may be used as a predicate. Legally marketed also means that the predicate cannot be one that is in violation of the Act.
 
Until the submitter receives an order declaring a device SE, the submitter may not proceed to market the device. Once the device is determined to be SE, it can then be marketed in the U.S. The SE determination is usually made within 90 days and
 
The submitter may market the device immediately after 510(k) clearance is granted. The manufacturer should be prepared for an FDA quality system (21 CFR 820) inspection at any time after 510(k) clearance.
 
 
9

 
What is Substantial Equivalence
 
A 510(k) requires demonstration of substantial equivalence to another legally U.S. marketed device. Substantial equivalence means that the new device is at least as safe and effective as the predicate.
 
A device is substantially equivalent if, in comparison to a predicate it:
 
(1)  
has the same intended use as the predicate; and
 
(2)  
has the same technological characteristics as the predicate; or
 
(3)  
has the same intended use as the predicate; and
 
(4)  
has different technological characteristics and the information submitted to FDA;
 
o  
does not raise new questions of safety and effectiveness; and
 
o  
demonstrates that the device is at least as safe and effective as the legally marketed device.
 
A claim of substantial equivalence does not mean the new and predicate devices must be identical. Substantial equivalence is established with respect to intended use, design, energy used or delivered, materials, chemical composition, manufacturing process, performance, safety, effectiveness, labeling, biocompatibility, standards, and other characteristics, as applicable.
 
A device may not be marketed in the U.S. until the submitter receives a letter declaring the device substantially equivalent. If FDA determines that a device is not substantially equivalent, the applicant may:
 
a.  
resubmit another 510(k) with new data,
 
b.  
request a Class I or II designation through the de novo2 process
 
c.  
file a reclassification petition3, or
 
d.  
submit a premarket approval application (PMA).
 
Some of these products will need FCC/PTCRB and AT&T approval due to their wireless capabilities, this is mostly directed at CorPak, and possibly CorTab since it will be designed using GSM wireless technology.

Costs of Compliance with Environmental Laws

At the current time the Company is not aware of any environmental laws with which it will be required to comply in order to develop and market its products. Since CorTronix is a company focused on the development of mobile medical devices, it does not produce any form of hazardous waste or chemicals, that would entitle it to comply with any environmental laws. All of the electronic components used are Lead free and ROHS compliant.

Employees

The Company currently has two employees both of whom are executives and one of whom is a member of the Board of Directors.  Cortronix’s strategy is to build the Company and add additional employees, however we intend that  the majority of time consuming manufacturing will be  outsourced with oversight by the Chief Executive Officer and the Chief Technology Officer.   At this time we cannot determine how many additional employees may be required.
 
 
10

 
Available Information

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports that we file with the Securities and Exchange Commission, or SEC, are available at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding reporting companies.

ITEM 1A.  RISK FACTORS

Any investment in our common stock involves a high degree of risk.  Investors should carefully consider the risks described below and all of the information contained in this Current Report on Form 8-K before deciding whether to purchase our common stock.  Our business, financial condition or results of operations could be materially adversely affected by these risks if any of them actually occur.  Our shares of common stock are not currently listed on any national securities exchange. Our shares are quoted on the OTCMarkets.com, which is a quotation system.   Some of these factors have affected our financial condition and operating results in the past or are currently affecting us.  This Current Report on Form 8-K also contains forward-looking statements that involve risks and uncertainties.  Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this Current Report on Form 8-K.

Risks Related to our Business
 
We need additional working capital and without adequate capital, we may not be able to fulfill our business plan.
 
We need additional working capital to fund our growth. However, we may not be able to access the capital we need on terms acceptable to us. If we can access financing, it may involve issuing debt or equity securities that are senior to our outstanding shares. Any issuance of convertible debt or equity securities may dilute the value of our current shares outstanding. If we issue debt securities or take loans from private investors, we may have to agree to certain covenants as a condition of those loans that restrict the manner in which we run our Company. In addition, if we cannot raise additional capital, it is likely that our potential growth will be restricted and we will be forced to scale back or curtail the implementation of our business plan. If we do not raise the additional capital, the value of your investment may decrease or become worthless.
 
We depend on the experience of our existing management team and the loss of either Yoel Palomino or Jorge Saer would affect our ability to implement our business plan.
 
Our performance is substantially dependent on the performance of Yoel Palomino, our President, Secretary, Treasurer and Chief Executive and Chief Financial Officer, and Jorge Saer, our Chief Technology Officer.  Both executives are knowledgeable about our Company and business plan.  The loss of the services of either of these key employees would require us to expend significant time and resources to seek an adequate replacement. We would also have to invest in training and educating such replacement about our business. We have limited resources and it may be difficult for us to offer compensation that would allow us to attract well-qualified executive officers. If the replacement has less experience than our existing executive officers or does not understand our business as well, we may not implement our business plan successfully. Without the expertise of Yoel Palomino and Jorge Saer or immediate and qualified successors, we may be forced to curtail operations or close the business entirely.
 
If we are unable to retain or motivate key personnel or hire qualified personnel, we may not be able to grow our business effectively.
 
Our performance is largely dependent on the talents and efforts of highly-skilled individuals. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly-skilled personnel for all areas of our organization, as well as to identify, contract with, motivate and retain contract personnel on an outsourced basis for special projects. Competition in our industry for qualified employees and contractors is intense. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees and to retain contract personnel. As we become a more mature company, we may find our recruiting efforts more challenging.  If we do not succeed in attracting excellent personnel or retaining or motivating existing personnel, we may struggle to grow our business.
 
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Our ability to offer our products and services may be affected by a variety of United States and foreign laws.
 
We are required under the laws of the United States to submit our products for FDA approval and also certain of our products may require FCC/PTCRB and AT&T approval due to their wireless capabilities.   We may also be required to submit our products for approval in any other jurisdictions outside of Canada that we intend to market our products.   It is unknown at this time whether we will receive such approvals and if we do not receive the required approvals we will be unable to market our products.
 
Our technology may not be accepted by the market.

Our success depends on the acceptance of our products in the marketplace.  Market acceptance will depend upon several factors, including (i) the desire of consumers and corporations for the ability to use our monitoring devices and (ii) our ability to market to those individuals and corporations who wish use our technology.  A number of factors may inhibit acceptance of our products, including (i) the existence of competing products, (ii) our inability to convince consumers that they need to pay for the products and services we offer, (iii) our inability to convince corporations that they need to pay for the products and services we offer or (iv) failure of individuals and corporations to use our products.  If our products are not accepted by the market, we may have to curtail our business operations, which could have a material negative effect on operating results and result in a lower stock price.
 
There is significant competition in our market, which could make it difficult to attract customers, cause us to reduce prices and result in reduced gross margins or loss of market share.
 
The market for our products and services is highly competitive, dynamic and subject to frequent technological changes. We expect the intensity of competition and the pace of change to either remain the same or increase in the future. A number of companies offer products that provide the same or greater the functionality of our products. We may not be able to maintain our competitive position against current or potential competitors, especially those with significantly greater financial, marketing, service, support, technical and other resources. Competitors with greater resources may be able to undertake more extensive marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to potential employees, distributors, resellers or other strategic partners. We expect additional competition from other established and emerging companies as the market for our products continues to develop.
 
We may not be able to compete successfully against current and future competitors.
 
We will compete, in our current and proposed businesses, with other companies, some of which have far greater marketing and financial resources and experience than we do. We cannot guarantee that we will be able to penetrate this market and be able to compete at a profit. In addition to established competitors, other companies can easily enter our market and compete with us. Effective competition could result in price reductions, reduced margins or have other negative implications, any of which could adversely affect our business and chances for success. Competition is likely to increase significantly as new companies enter the market and current competitors expand their services. Many of these potential competitors are likely to enjoy substantial competitive advantages, including: larger technical staffs, greater name recognition, larger customer bases and substantially greater financial, marketing, technical and other resources. To be competitive, we must respond promptly and effectively to the challenges of technological change, evolving standards and competitors' innovations by continuing to enhance our services and sales and marketing channels. Any pricing pressures, reduced margins or loss of market share resulting from increased competition or our failure to compete effectively, could seriously damage our business and chances for success.
 
We may not be able to manage our growth effectively.
 
We must continually implement and improve our products and services, operations, operating procedures and quality controls on a timely basis, as well as expand, train, motivate and manage our work force in order to accommodate anticipated growth and compete effectively in our market segment. Successful implementation of our strategy also requires that we establish and manage a competent, dedicated work force and employ additional key employees in corporate management, product design, client service and sales. We can give no assurance that our personnel, systems, procedures and controls will be adequate to support our existing and future operations. If we fail to implement and improve these operations, there could be a material, adverse effect on our business, operating results and financial condition.
 
 
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If we do not continually introduce new products or enhance our current products, they may become obsolete and we may not be able to compete with other companies.
 
Technology, software applications and related infrastructure are rapidly evolving. Our ability to compete depends on our ability to develop new technologies and products as well as our ability develop our current products and services. We may not be able to keep pace with technological advances and our products may become obsolete. In addition, our competitors may develop related or similar products and bring them to market before we do, or do so more successfully, or develop technologies and products more effective than any that we have developed or are developing. If that happens, our business, prospects, results of operations and financial condition may be materially adversely affected.

We do not own patents on our products and if other companies copy our products, our revenues may decline.
 
We do not own patents on the products we have developed or intend to develop and we do not currently intend to file for patent protection on those products. Therefore, another company could recreate the products we manufacture and could compete against us, which could adversely affect our revenues.
 
If we do not succeed in our expansion strategy, we may not achieve the results we project.
 
Our business strategy is designed to develop and market our products and services. Our ability to implement our plans will depend primarily on the ability to attract customers and the availability of qualified and cost effective sales personnel. There are no firm agreements for employment of additional marketing personnel, and we can give you no assurance that any of our expansion plans will be successful or that we will be able to establish additional favorable relationships for the marketing and sales of our products and services. We also cannot be certain when, if ever, we will be able to hire the appropriate marketing personnel and establish additional merchandising relationships.
 
Economic conditions could materially adversely affect our business.
 
Our operations and performance depend to some degree on economic conditions and their impact on levels of consumer spending, which have recently deteriorated significantly in many countries and regions, including the regions in which we operate, and may remain depressed for the foreseeable future. For example, some of the factors that could influence the levels of consumer spending include continuing increases in fuel and other energy costs, conditions in the residential real estate and mortgage markets, labor and healthcare costs, access to credit, consumer confidence and other macroeconomic factors affecting consumer spending behavior. These and other economic factors could have a material adverse effect on demand for our products and on our financial condition and operating results.
 
Risks Related To Our Capital Structure
 
There is no current, established trading market for our common stock, and there is no assurance of an established trading market, which would adversely affect the ability of our investors to sell their securities in the public market.
 
Our common stock is not currently listed for trading on any national securities exchange; our stock is quoted on OTCMarkets.com, is an inter-dealer, over-the-counter market that provides significantly less liquidity than the Nasdaq Global Market and NYSE Amex. Quotes for stocks included on the OTCMarkets.com are not listed in the financial sections of newspapers as are those for the NYSE Amex and The NASDAQ Stock Market. Therefore, prices for securities traded solely on the OTC Markets may be difficult to obtain and holders of common stock may be unable to resell their securities at or near their original offering price or at any price. In addition, even if a market does develop for our securities, it is likely that it will be illiquid and sporadic.  You may find it very difficult to sell your stock.
 
The market price and trading volume of shares of our common stock may be volatile.
 
When and if an established market develops for our securities, the market price of our common stock could fluctuate significantly for many reasons, including for reasons unrelated to our specific performance, such as reports by industry analysts, investor perceptions, or negative announcements by customers, competitors or suppliers regarding their own performance, as well as general economic and industry conditions. For example, to the extent that other large companies within our industry experience declines in their share price, our share price may decline as well. In addition, when the market price of a company’s shares drops significantly, shareholders could institute securities class action lawsuits against the company. A lawsuit against us could cause us to incur substantial costs and could divert the time and attention of our management and other resources. 
 
13

 
Shares eligible for future sale may adversely affect the market price of our common stock, as the future sale of a substantial amount of outstanding stock in the public marketplace could reduce the price of our common stock.
 
Additionally, the former shareholder and assigned shareholder of CorTronix  may be eligible to sell all or some of our shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, promulgated under the Securities Act (“Rule 144”), subject to certain limitations.  Under Rule 144, an affiliate stockholder who has satisfied the required holding period may, under certain circumstances, sell within any three-month period a number of securities which does not exceed the greater of 1% of the then outstanding shares of common stock or the average weekly trading volume of the class during the four calendar weeks prior to such sale. As of September 11, 2012, 1% of our issued and outstanding shares of common stock was equal to approximately 3,140,000 shares. Non-affiliate stockholders are not subject to volume limitations.  Any substantial sale of common stock pursuant to any resale prospectus or Rule 144 may have an adverse effect on the market price of our common stock by creating an excessive supply.    
 
If we fail to maintain effective internal controls over financial reporting, the price of our common stock may be adversely affected.
 
We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. Any failure of these controls could also prevent us from maintaining accurate accounting records and discovering accounting errors and financial frauds. Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require annual assessment of our internal control over financial reporting.  The standards that must be met for management to assess the internal control over financial reporting as effective are complex, and require significant documentation, testing and possible remediation to meet the detailed standards. We may encounter problems or delays in completing activities necessary to make an assessment of our internal control over financial reporting. If we cannot assess our internal control over financial reporting as effective, investor confidence and share value may be negatively impacted.

In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of our internal controls over financial reporting, or disclosure of our public accounting firm’s attestation to or report on management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.
 
We may not be able to achieve the benefits we expect to result from the Share Exchange.
 
On September 11, 2012, we closed the Acquisition Agreement with the Company and the former shareholder of CorTronix, pursuant to which the Company acquired 100% of the issued and outstanding securities of CorTronix in exchange for shares of the Company’s common stock. As a result, CorTronix became a 100%-owned subsidiary of the Company, and the Company’s sole business operations became that of CorTronix.  

We may not realize the benefits that we hoped to receive as a result of the Acquisition Agreement, which include:

-access to the capital markets of the United States;
 
-the increased market liquidity expected to result from exchanging stock in a private company for securities of a public company that may eventually be traded;
 
-the ability to use registered securities to make acquisition of assets or businesses;
 
-increased visibility in the financial community;
 
-enhanced access to the capital markets;
 
-improved transparency of operations; and
 
-perceived credibility and enhanced corporate image of being a publicly traded company.
 
 
14

 
There can be no assurance that any of the anticipated benefits of the Acquisition Agreement will be realized with respect to our new business operations.  In addition, the attention and effort devoted to achieving the benefits of the Acquisition Agreement and attending to the obligations of being a public company, such as reporting requirements and securities regulations, could significantly divert management’s attention from other important issues, which could materially and adversely affect our operating results or stock price in the future.
 
Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses.
 
Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and related SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the public markets and public reporting. For example, on January 30, 2009, the SEC adopted rules requiring companies to provide their financial statements in interactive data format using the eXtensible Business Reporting Language, or XBRL. We currently have to comply with these rules. Our management team will need to invest significant management time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.
 
Our common stock is considered a “penny stock,” and thereby is  subject to additional sale and trading regulations that may make it more difficult to sell.
 
Our common stock, which is quoted for trading on the OTCMarkets.com, is considered to be a “penny stock” because of the following reasons: (i) it trades at a price less than $5.00 per share; (ii) it is NOT traded on a “recognized” national exchange; (iii) it is NOT quoted on the Nasdaq Capital Market, or even if so, has a price less than $5.00 per share; or (iv) is issued by a company that has been in business less than three years with net tangible assets less than $5 million.
 
The principal result or effect of being designated a “penny stock” is that securities broker-dealers participating in sales of our common stock will be subject to the “penny stock” regulations set forth in Rules 15-2 through 15g-9 promulgated under the Exchange Act. For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor’s account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult and time consuming for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.
 
We do not foresee paying cash dividends in the foreseeable future and, as a result, our investors’ sole source of gain, if any, will depend on capital appreciation, if any.
 
We do not plan to declare or pay any cash dividends on our shares of common stock in the foreseeable future and currently intend to retain any future earnings for funding growth.  As a result, investors should not rely on an investment in our securities if they require the investment to produce dividend income.  Capital appreciation, if any, of our shares may be investors’ sole source of gain for the foreseeable future.  Moreover, investors may not be able to resell their shares of our common stock at or above the price they paid for them.
 
ITEM 1B.  UNRESOLVED STAFF COMMENTS

The Company is a smaller reporting company and is not required to provide this information.
 

 
15

 
ITEM 2.     PROPERTIES

The Company does not own any property or real estate.   The Company’s wholly owned subsidiary has a lease for office space in Doral, Florida from which the Company operates. The lease was renewed during the year for a further term ending on August 22, 2014 with monthly rental payments of $1,869 per month including applicable taxes.
 
ITEM 3.     LEGAL PROCEEDINGS

We know of no pending proceedings to which any director, member of senior management, or affiliate is either a party adverse to us, or has a material interest adverse to us.

ITEM 4.     MINE SAFETY DISCLOSURES

Not applicable.
 
PART II
 
ITEM 5.     MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information, Holders and Dividends

The Company's common stock is currently quoted on the Over-the-Counter Markets (OTC/BB) under the trading symbol “CBAT”.   The Company’s trading symbol prior to November 23, 2012 was “PNAM”.

Following is a report of high and low closing bid prices for each quarterly period for the fiscal year ended August 31, 2013 and August 31, 2012 when the Company was quoted on the Over-the-Counter Bulletin Board.

Quarter
High ($)
Low ($)
4th Quarter ended 08/31/2013
0.165
0.115
3rd Quarter ended 05/31/2013
0.40
0.255
2nd Quarter ended 02/28/2013
0.455
0.12
1st Quarter ended 11/30/2012
10.00
0.215
     
4th Quarter ended 08/31/2012
0.30
0.26
3rd Quarter ended 05/31/2012
0.365
0.28
2nd Quarter ended 02/29/2012
0.51
0.01
1st Quarter ended 11/30/2011
0.01
0.01

The above information was taken from information provided on OTC Markets.  The quotations provided may reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

 
16

 
Holders

As of January 10, 2014, there were 6 record holders of the Company’s common stock (which number does not include the number of stockholders whose shares are held by a brokerage house or clearing agency, but does include such brokerage houses or clearing agencies as one record holder.

Dividends
 
We have never declared or paid any cash 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.

Securities Authorized for Issuance under Equity Compensation Plans

The Company does not currently have any equity compensation plans.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

Recent Sales of Unregistered Securities

On November 19, 2013, the Company issued a total of 52,500,000 shares of common stock of the Company in consideration for a marketing agreement with Global Investment Strategies S.A. LLC., a company with offices in Saudi Arabia (“GIS”) whereby GIS is granted the exclusive license for the Middle East and will provide support, management and personnel to make strategic introductions to end users of the Cortronix technologies, including but not limited to hospitals, government agencies, the military and certain airlines in the middle east and other countries.   The Company is not requested to pay any payments, fees, royalties or other consideration other than to issue theof 52,500,000 shares of common stock.
The Issuer relied upon the “Regulation S” exemption for the issuance of shares issued on February 27, 2012 as they were issued to non-residents of the U.S.  and were sold in compliance with the exemption from the registration requirements found in Rules 901 through 903 of Regulation S promulgated by the Securities and Exchange Commission under the Securities Act of 1933. These shares were issued in offshore transactions since the offerees were not in the United States and the purchasers were outside the United States at the time of the purchase. Each offshore subscriber certified that he or it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person and agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an available exemption from registration.

On November 19, 2013, the Company issued a total of 10,000,000 shares of common stock pursuant to  a consulting and investor relations agreement with Maplehurst Investment Group, LLC (“Maplehurst”).    The Company had previously during November 2012, engaged Maplehurst to provide consulting and investor relations services for a fee of $5,000 per month.  Under the terms of the new agreement, the Company agreed to settle the outstanding amount of $40,000 under the contract with Maplehurst by way of the issuance of 10,000,000 shares of the common stock of the Company and Maplehurst agreed to provide services for an additional twelve month term for not further consideration.

We issued the relying on Rule 506 of Regulation D relying on the exemption provided under Section 4(2) of the Securities Act of 1933.

Other than the issuances disclosed above there were no unregistered securities sold or issued by the Company without the registration of these securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements, within the period covered by this report, which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
 
17

 
Purchases of Equity Securities by the Issuer and Affiliated Purchasers

During each month within the fourth quarter of the fiscal year ended August 31, 2013, other than disclosed herein neither we nor any “affiliated purchaser,” as that term is defined in Rule 10b-18(a)(3) under the Exchange Act, repurchased any of our common stock or other securities.

ITEM 6.     SELECTED FINANCIAL DATA

The Company is a smaller reporting company and is not required to provide this information.

ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

This annual report contains forward-looking statements relating to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.
 
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance.  You should not place undue reliance on these statements, which speak only as of the date that they were made.  These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

In this annual report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares of our capital stock. The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

Overview
 
The Company was incorporated under the laws of the State of Nevada on October 4, 2006 with authorized capital stock of 100,000,000 shares at $0.001 par value. The Company was originally organized for the purpose of acquiring and developing mineral properties.  The Company divested itself of all of its mining properties during 2012, upon finalizing the agreements with CorTronix Technologies Inc.   CorTronix is a BioMedical corporation with a core competency in Mobile Cardio Devices. CorTronix™ is in development stages of creating a complete product line that will consist of what management believes to be revolutionary multiple mobile devices with the capacity to acquire and process patient's data through a consolidated “Single Source” Network.

On August 15, 2012, we entered into an acquisition agreement with CorTronix Technologies Inc. (“CorTronix”). Yoel Palomino, the sole officer and director of the Company is the developer of the technology held by CorTronix. CorTronix was incorporated solely for the purpose of this acquisition. The assets of CorTronix are Corlink an advanced telemetric system used to transmit, analyze, report and store all types and variations of physiological studies.   Under the terms of the agreement, the Company acquired all of the issued and outstanding shares of CorTronix in exchange for the issuance of 175,000,000 restricted shares of the common stock of the Company in exchange for all of the issued and outstanding shares of CorTronix.  The transaction was completed on September 11, 2012.

The Company is developing the CorTronix technology through its wholly-owned subsidiary.
 
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Results of Operations

We have suffered recurring losses from operations. The continuation of our Company is dependent upon us attaining and maintaining profitable operations and raising additional capital as needed.  

During the fiscal yeasr ended August 31, 2013 and August 31, 2012  we earned no revenues from operations.  For the fiscal year ended  August 31, 2013 we incurred losses from operations of $364,677 and a net loss of $439,243 as compared to losses from operations of $10,936 and a net loss of $10,936 for the fiscal year ended August 31, 2012.  The substantial increase in losses for fiscal 2013 over fiscal 2012 is related to the Company progressing its business and increased operations.  The operating loss for the fiscal year ended August 31, 2013 is primarily attributed to salaries and wages of $183,269, professional fees of $43,198, patent fees of $19,792 and general and administrative expenses of $117,400 plus depreciation of $1,018 while the operating loss for August 31, 2012 was related to salaries and wages of $9,615 and general and administrative expenses of $1,321.    Our net loss includes an interest expense of $74,566 for August 31, 2013 with no comparable expense for the fiscal year ended August 31, 2012.
 
 
Period from inception, August 3, 2012 to August 31, 2013

Our revenues since inception to date have been $nil.  Since inception, losses from operations have totaled $375,613 and we have net loss of $450,179.  We expect to continue to incur losses as a result of continued research and development expenses for our technology, marketing and manufacturing expenses and as a result of expenditures for general and administrative activities while we remain in the development stage.

Liquidity and Capital Resources

As of the fiscal year ended August 31, 2013, we had approximately $640 in cash, prepaid expenses of $60,377 and a working capital deficiency of $1,076,233 as compared to $31,696 in cash, prepaid expenses of $1,813 and a working capital deficiency of $20,256 for the fiscal year ended August 31, 2012.  During the fiscal year ended August 31, 2013, we used net cash of $278,645 in operating activities compared to $12,374 during the fiscal year ended August 31, 2012.  

During the fiscal year ended August 31, 2013, we received $240,000 by way of loans from an unrelated third party and $50,650 as advances from a related party in order to fund operations as compared to $50,000 in loans and $750 from the issuance of common stock received during the fiscal year ended August 31, 2012.  While the Company has been receiving funding from loans and from related party advances we have not received sufficient funds to meet our obligations as they become due.   This lack of available funding when needed has impacted not only on the  development of our business but on our ability to meet our filing obligations with the requisite regulatory authorities.  There can be no assurance that we will be able to raise funding when required and we may not be able to continue operations.  The Company intends to seek additional funding by way of loans or equity financings.

We will not have sufficient funds for our planned operations or to meet ongoing obligations unless we are successful in raising additional capital.  While the Company was recently able to raise funding with which to fund the filing of this Form 10K, unless the Company can raise additional funds it will not be able to bring current the remainder of its filings or to meet its filing requirements to bring its filings current and it will not be able to continue to meet its continuing filing obligations when they come due.    Further, it will not have any funding with which to continue to further the development and marketing of its proprietary technologies.  This could mean a loss of your investment.

We anticipate that we will require a minimum of $1,500,000 over the next twelve months in order to finalize the R&D on the majority of our products and to maintain public company operations and to pay our outstanding liabilities.   The Company believes that $600,000 would be sufficient funding if it did not have to repay its outstanding loans.  In that twelve month period we anticipate that we will have 4 out of 5 prototypes completed and in the approval process while continuing development of the final products. We are allocating a total of $183,000 for remaining R&D for the upcoming 12 months; however we may not expend the entire R&D budget over the twelve month period as it is dependent on the timelines for development of each product.   During the fiscal year ended August 31, 2013, an amount of $154,250 from salaries and consulting fees paid or accrued to Yoel Palomino and Jorge Saer was designated as R&D expenditures.    Following is an updated review of the status of the Company’s technology as of the date of this filing.    To compare with prior status please refer to the Company’s filings on its Form 10-Q for the period ended May 31, 2013.
 
19

CorLink&CorView:

99% complete
The cloud system is 98% complete, as the mechanism for sending and receiving studies is implemented with email notification along with the User management and security protocols. The mobile application is also 99-100% complete allowing for users to capture, analyze, process, manage and send 12 lead high resolution ECGs.

Cost to completion between $5,000 and $30,000 for FDA approvals and medical trials.    This amount does not include marketing or sales costs which are not yet determined.  For the purposes of our funding requirements we have used $30,000 for completion costs, but have not impacted any marketing or sales costs as those will be determined once the medical trials and FDA approvals have been received.

CorTab:

99% complete
From the date of acquisition of the project the Company has migrated from an embedded ECG solution to a Bluetooth based solution through the R&D process.   A prototype, fully functional Unit is being tested at the moment on patients. The advanced tablet prototype was received from our manufacturer in China. The Bluetooth patient acquisition module was, manufactured and assembled in-house at the Cortronix headquarters. Arrangements have been made to begin production once orders are received.

During September 2013 the prototype for CorTab was received and tested and is mostly functional, ready for trials.

Testing costs fall within the Corview costs, defined above and the product will require FDA approvals and medical trials.

CorPak:

60%complete
The Company has selected the main device and platform to be used for the CorPak device. Testing on the main circuit has been successful, and is functioning properly.   Tests continue to be implemented to bring about the definitive copy of the electrical schematic to remit to Noble Win International in China for implementation into the main device. Hardware designs have also been developed to provide an idea of how the device will ultimately look.

Cost to completion $48,000

CorCare:

40% complete.  
This technology uses platform protocols in common with our other units, therefore the work on the other units can be directly implemented with CorCare thus furthering the development of this technology.

Cost to completion $50,000
 
CorCheck:

42% complete.  

This technology is similar to CorCare in that they both use the same platform.  Work on the previous platforms can therefore also be adopted for CorCheck. Research on the duel cells used for alcohol detection in breath is being done as well as finger print analysis.

Cost to completion $55,000
 
20

Total R&D funding: $183,000

We do not presently have sufficient funds to undertake our plan of operations. We intend to raise these funds by the sale of equity or loans as they can be negotiated. We do not currently have any sources for equity funding and we cannot predict whether we will be able to negotiate any loans or  raise the funding required to undertake our business plan.

Our ability to continue operations will be dependent upon the 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 be successful in our new 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.

Critical Accounting Policies and Estimates

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Contractual Obligations and Commercial Commitments

The following table summarizes our significant contractual obligations at August 31, 2013:

   
Payment Due by Period
 
Contractual Obligations
 
Total
   
Less Than
1 Year
   
1-3
years
   
4-5
years
   
After 5
Years
 
                               
Operating lease
  $ 22,430     $ 22,430     $ -     $ -     $ -  
Notes payable (principal amount)
    819,374       819,374       -       -       -  
Accrued interest
    116,473       116,473       -       -       -  
Total contractual obligations
  $ 958,277     $ 958,277     $ -     $ -     $ -  
 
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
This Company is a smaller reporting company and is not required to provide this information.
 
ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements and supplementary data required by this Item 8 are listed in Item 15(a) (1) and begin on page F-1 of this Annual Report on Form 10-K.
 
 
21

 
CORTRONIX BIOMEDICALL ADVANCEMENT TECHNOLOGIES INC.
 (An Exploration Stage Company)

REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2013
(Stated in US Dollars)

 
Page
   
Audited Consolidated Financial Statements
 
   
Report of Independent Registered Public Accounting Firm
F-1
   
Consolidated Balance Sheets
F-2
   
Consolidated Statements of Operations
F-3
   
Consolidated Statements of  Changes in Stockholders’ Equity
F-4
   
Consolidated Statements of Cash Flows
F-5
   
Notes to Audited Consolidated Financial Statements
F-6 to F-13

 
22

 

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
To the Board of Directors and Stockholders of Cortronix Biomedical Advancement Technologies, Inc.:
 
We have audited the accompanying consolidated balance sheet of Cortronix Biomedical Advancement Technologies, Inc. (“the Company”) as of August 31, 2013 and 2012, and the related statement of operations, stockholders’ equity (deficit) and cash flows for the period August 3, 2012 (inception) through August 31, 2013. 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 audit. 
 
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). 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, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion. 
 
In our opinion, the financial statement referred to above present fairly, in all material respects, the financial position of Cortronix Biomedical Advancement Technologies, Inc., as of August 31, 2013 and 2012, and the results of its operations and its cash flows for the period August 3, 2012 (inception) through August 31, 2013, in conformity with generally accepted accounting principles in the United States of America.
 
The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company's internal control over financial reporting.  Accordingly, we express no such opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 
/s/ B F Borgers CPA PC
 
B F Borgers CPA PC
Denver, CO
 
February 21, 2014
 

 
F-1

 
CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC.
 (A Development Stage Company)
CONSOLIDATED BALANCE SHEETS

   
August 31,
2013
   
August 31,
2012
 
             
ASSETS
           
Current assets
           
   Cash
  $ 640     $ 31,686  
   Prepaid expenses
    60,377       1,813  
Total current assets
    61,017       33,499  
                 
Security deposit
    3,390       3,390  
Equipment and furniture, net
    20,962       6,690  
Total Assets
  $ 85,369     $ 43,579  
                 
LIABILTIES  AND STOCKHOLDERS’ DEFICIENCY
               
Current liabilities
               
      Accounts payable  and accrued liabilities
  $ 77,625     $ 1,161  
      Accounts payable – related parties
    28,827       -  
      Accrued interest
    116,473       -  
      Payroll liabilities
    9,943       2,604  
  Advances from related parties
    85,008       50,000  
  Notes payable
    819,374       -  
Total Current Liabilities
    1,137,250       53,765  
                 
STOCKHOLDERS’ DEFICIENCY
               
       Common stock: 800,000,000 shares authorized, at $0.001 par value
287,000,000 and 175,000,000 shares issued and outstanding at August 31, 2013 and August 31, 2012, respectively
    287,000       175,000  
Capital in excess of par value
    (888,702 )     (174,250 )
Deficit accumulated during the development stage
    (450,179 )     (10,936 )
Total Stockholders’ Deficiency
    (1,051,881 )     (10,186 )
Total Liabilities and Stockholders’ Deficiency
  $ 85,369     $ 43,579  

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

 
F-2

 
CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC.
 (A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended August 31, 2013 and 2012
 and for the period from
August 3, 2012 (date of inception) to August 31, 2013

   
Year ended
August 31,
   
August 3, 2012
(date of inception) to August 31,
 
   
2013
   
2012
   
2013
 
                   
REVENUE
  $ -     $ -     $ -  
                         
EXPENSES
                       
Professional fees
    43,198       -       43,198  
Patent fees
    19,792       -       19,792  
Salary and wages
    183,269       9,615       192,884  
Depreciation
    1,018       -       1,018  
Other general and administrative expenses
    117,400       1,321       118,721  
OPERATING LOSS
    (364,677 )     (10,936 )     (375,613 )
                         
Other income and expense
                       
Interest expense
    (74,566 )     -       (74,566 )
                         
NET LOSS
  $ (439,243 )   $ (10,936 )   $ (450,179 )
                         
Basic and diluted loss per share
  $ (0.00 )   $ (0.00 )        
                         
Weighted average number of shares outstanding, basic and diluted
    283,625,658       175,000,000          
                         

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

 
F-3

 
CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC.
 (A Development Stage Company)
STATEMENT OF STOCKHOLDERS’ DEFICIENCY
For the Period from  August 3, 2012 (date of inception) to August 31, 2013

               
Accumulated
       
                     
Deficit
       
               
Additional
   
During the
       
   
Common Stock
   
paid-in
   
Development
       
   
Shares
   
Amount
   
Capital
   
Stage
   
Total
 
                               
Balance August 3, 2012
    -     $ -     $ -     $ -     $ -  
Issuance of common shares for cash, August 3, 2012
    750,000       750       -       -       750  
Recapitalization effect on issuance of common shares
    174,250,000       174,250       (174,250 )     -       -  
Net loss
    -       -       -       (10,936 )     (10,936 )
Balance, August 31, 2012
    175,000,000       175,000       (174,250 )     (10,936 )     (10,186 )
                                         
Recapitalization on September 11, 2012
    112,000,000       112,000       (714,452 )     -       (602,452 )
Net loss for the period
    -       -       -       (439,243 )     (439,243 )
Balance, August 31, 2013
    287,000,000     $ 287,000     $ (888,702 )   $ (450,179 )   $ (1,051,881 )

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

 
F-4

 
CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC.
 (A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended August 31, 2013 and 2012
and for the period from August 3, 2012 (date of inception) to August 31, 2013

   
Year ended August 31, 2013
   
Year ended August 31, 2012
   
From inception (August 3, 2012) to August 31, 2013
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net loss
  $ (439,243 )   $ (10,936 )   $ (450,179 )
Adjustment to reconcile net loss to net cash (used in) operating activities:
                       
Depreciation
    1,018       -       1,018  
Accrued interest
    74,566       -       74,566  
Damage deposit
    -       (3,390 )     (3,390 )
Prepaid expenses
    (58,564 )     (1,813 )     (60,377 )
Payroll liabilities
    7,339       2,604       9,943  
Advances from related parties
    50,650       -       50,650  
Accounts payable and accrued liabilities
    56,762       1,161       57,923  
Accounts payable – related parties
    28,827       -       28,827  
Net cash provided by (used) in operating activities
    (278,645 )     (12,374 )     (291,019 )
                         
CASH FLOWS FROM INVESTING  ACTIVITIES:
                       
Acquisition of equipment and furniture
    (15,290 )     (6,690 )     (21,980 )
Cash from acquisition
    22,889       -       22,889  
Net cash provided by (used) in investing  activities
    7,599       (6,690 )     909  
                         
CASH FLOWS FROM FINANCING  ACTIVITIES:
                       
Proceeds from notes
    240,000       50,000       290,000  
Proceeds from issuance of common stock
    -       750       750  
Net cash provided by financing  activities
    240,000       50,750       290,750  
                         
Increase (decrease) in cash during the period
    (31,046 )     31,686       640  
Cash, beginning of period
    31,686       -       -  
Cash, end of period
  $ 640     $ 31,686     $ 640  
                         
                         
Supplemental disclosure of non-cash investing activities:
                       
Accounts payable acquired from reverse acquisition
  $ 19,702     $ -     $ 19,702  
Accrued interest acquired from reverse acquisition
    41,907       -       41,907  
Advances from related parties acquired from reverse acquisition
    34,358       -       34,358  
Notes payable acquired from reverse acquisition
    579,373       -       579,373  
Loan receivable
    (50,000 )     -       (50,000 )
      625,340       -       625,340  

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

 
F-5

 
CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
August 31, 2013

1. ORGANIZATION AND BASIS OF PRESENTATON

CorTronix Biomedical Advancement Technologies Inc. (formerly Pana-Minerales S.A.) (the “Company”), was incorporated under the laws of the State of Nevada on October 4, 2006 with authorized capital stock of 100,000,000 shares at $0.001 par value.  The Company was originally organized for the purpose of acquiring and developing mineral properties.

On August 15, 2012, we entered into an acquisition agreement with CorTronix Technologies Inc. (“CorTronix”).  The officer and director of CorTronix, Yoel Palomino is also the officer and director of the Company, and is the developer of the technology held by CorTronix. CorTronix was incorporated solely for the purpose of this acquisition and its only operations were the development of a proprietary technology known as Corlink.  Corlink, is an advanced telemetric system used to transmit, analyze, report and store all types and variations of physiological studies. Under the terms of the acquisition agreement CorTronix became a wholly owned subsidiary of the Company and is now the operational company which will continue with the commercialization of the technology it holds. Under the terms of the agreement, the Company acquired all of the issued and outstanding shares of CorTronix in exchange for the issuance of 175,000,000 restricted shares of the Company. The Share Exchange Agreement was completed on September 11, 2012.

The business combination was accounted for as a reverse acquisition and recapitalization using accounting principles applicable to reverse acquisitions whereby the financial statements subsequent to the date of the transaction are presented as a continuation of CorTronix.  Under reverse acquisition accounting CorTronix (subsidiary) is treated as the accounting parent (acquirer) and the Company (parent) is treated as the accounting subsidiary (acquiree). All outstanding shares have been restated to reflect the effect of the business combination.

Both the Company and its subsidiary CorTronix have a fiscal year end of August 31.
  
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Principles of Consolidation
 
These consolidated financial statements include the accounts of CorTronix Biomedical Advancement Technologies Inc., and its wholly-owned subsidiary, CorTronix Technologies Inc. All intercompany balances and transactions have been eliminated in consolidation.

Development- Stage

CorTronix Biomedical Advancement Technologies Inc. is a development-stage company as defined in Accounting Standards Codification (“ASC”) 915 Development-Stage Entities, as it is developing an advanced telemetric system used to transmit, analyze, report and store all types and variations of physiological studies. There have been no revenues from planned principal operations or sales from August 3, 2012 (date of inception) through to August 31, 2013. Consequently, cumulative amounts are presented in these consolidated financial statements.

Cash and Cash Equivalents

For purposes of the consolidated statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

 
F-6

 
CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
August 31, 2013

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation and amortization of property and equipment are calculated using the straight-line method over the assets’ estimated useful lives as follows: computer hardware and software (three years), leasehold improvements (the shorter of five years or lease life), furniture and fixtures (five years) and equipment (five to ten years).

Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations.

Research and Development

Research and development costs are expensed as incurred. The costs of materials and equipment that will be acquired or constructed for project development activities, and that have alternative future uses, both in project development, marketing or sales, will be capitalized classified as property, plant and equipment and depreciated over their estimated useful lives. To date, research costs, including amounts paid for man hours allocated to ongoing technology development, have been expensed when incurred.

Accounting Methods

The Company recognizes income and expenses based on the accrual method of accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Basic and Diluted Net Income (loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then the basic and diluted per share amounts are the same.

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized. As of August 31, 2013, the Company had a deferred tax asset and related valuation allowance of $182,300, which begins to expire in 2032, related to its current operations.

Section 382 of the Internal Revenue Code imposes limitations on net loss carryforwards when there is a change in control. Due to the change of business and management, the Company has assumed loss carryforwards related to the Company’s prior operations will not be available to offset future taxable income.
 
F-7

CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
August 31, 2013

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Advertising and Market Development

The Company expenses advertising and market development costs as incurred.

Impairment of Long-lived Assets

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amounts might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.

Financial Instruments

The carrying amounts of financial instruments are considered by management to be their fair value due to their short term maturities.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with general accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

Statement of Cash Flows

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

Recent Accounting Pronouncements

There are several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. As of May 31, 2013, none of these pronouncements is expected to have a material effect on the financial position, results of operations or cash flows of the Company.

3. GOING CONCERN

The Company will need additional working capital to service its debt, for ongoing operational expenses and to continue with the commercialization of its development stage technology, which raises substantial doubt about its ability to continue as a going concern. While management of the Company has developed a strategy, which it believes will accomplish this objective through additional loans and advances, equity funding, and long term financing, which will enable the Company to operate for the coming year, there can be no assurance that funds will be available to the Company if and when needed.
 
F-8

CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
August 31, 2013

4.  PREPAID EXPENSES

The following table provides details of the Company’s prepaid expenses as of August 31, 2013 and August 31, 2012:

   
August 31,
 2013
   
August 31,
2012
 
Rent
 
-
   
1,814
 
Advances to manufacturer
   
60,377
     
-
 
   
$
60,377
   
$
1,814
 

Prepaid expenses of $60,377 consist of amounts advanced to manufacturing firms with respect to the development of Corlink prototypes and manufacturing moulds.   As at the date of this report the moulds have been completed.   During September 2013 the prototype for CorTab was received and tested and is mostly functional, ready for trials.

5.  BUSINESS COMBINATION

On August 15, 2012, the Company entered into an acquisition agreement with CorTronix.  The officer and director of CorTronix, Yoel Palomino is also the officer and director of the Company, and is the developer of the technology held by CorTronix. CorTronix was incorporated solely for the purpose of this acquisition and its only operations were the development of a proprietary technology known as Corlink.  Corlink, is an advanced telemetric system used to transmit, analyze, report and store all types and variations of physiological studies. Under the terms of the acquisition agreement CorTronix became a wholly owned subsidiary of the Company and is now the operational company which will continue with the commercialization of the technology it holds. Under the terms of the agreement, the Company acquired all of the issued and outstanding shares of CorTronix in exchange for the issuance of 175,000,000 restricted shares of the Company. The Share Exchange Agreement was completed on September 11, 2012.

CorTronix was incorporated under the laws of the State of Nevada on August 3, 2012 with authorized capital stock of 75,000,000 shares at $0.001 par value.  CorTronix was organized for the purpose of developing the Corlink technology.

Pursuant to the terms and conditions of the acquisition agreement, we acquired 100% of the issued capital stock, 750,000 common shares; of CorTronix in exchange for 175,000,000 shares of the Company’s common stock, or 56.54% is the issued and outstanding share of the Company.
 
F-9

 
CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
August 31, 2013

5.  BUSINESS COMBINATION (continued)

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the business combination transaction date:

Cash and cash equivalents
 
$
22,889
 
Due from CorTronix
   
50,000
 
Total identifiable assets
 
$
72,889
 
         
Accounts payable
 
$
19,702
 
Accrued interest
   
41,907
 
Advances from related parties
   
34,358
 
Notes payable
   
579,373
 
Total identifiable liabilities
 
$
675,340
 
         
Net identifiable assets
 
$
(602,451
)

6. LEASE AGREEMENT

On August 22, 2012, CorTronix leased office space in Hialeah, Florida on a one year lease with monthly rental payments of $1,814 per month including applicable taxes. The lease was renewed during the year for a further term ending on August 22, 2014 with monthly rental payments of $1,869 per month including applicable taxes.

Under the terms of the above noted lease, the Company was required to provide a security deposit totaling $3,990. The security deposit is held by the Landlord without interest and shall be applied by the Landlord on account of the last month’s rent. The amount is included on the balance sheet of the Company as "Security Deposit."
 
7. LOANS PAYABLE

A summary of the principal balances of notes payable included in the consolidated balance sheet as of August 31, 2013:
 
Date
 
Principal
 
April 15, 2011
 
$
50,000
 
May 6, 2011
   
50,000
 
May 26, 2011
   
31,000
 
September 30, 2011
   
49,798
 
October 5, 2011
   
3,903
 
November 5, 2011
   
8,570
 
November 7, 2011
   
50,000
 
January 10, 2012
   
1,995
 
March 12, 2012
   
21,320
 
March 27, 2012
   
200,000
 
April 5, 2012
   
6,214
 
April 10, 2012
   
100,000
 
July 6, 2012
   
6,574
 
November 9, 2012
   
150,000
 
February 4, 2013
   
50,000
 
April 2, 2013
   
40,000
 
   
$
819,374
 
 
 
F-10

 
CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
August 31, 2013

7. LOANS PAYABLE (continued)

At August 31, 2013, there was a balance of $819, 374 outstanding, due and payable to an unrelated third party.  These notes each have a one year term, bearing interest at ten (10%) percent per annum and are payable in full on the anniversary date.  The accrued interest for the fiscal year ended August 31, 2013 totaled $74,566 in respect of these loans. The Company did not make any payments towards accrued interest in the period, leaving an amount of $116,473 reflected on the Company’s balance sheet as Accrued Interest.

Certain of these loans with a principal balance totaling $572,800 came due and payable in the current period at which time the lender verbally agreed to convert the loans to “demand” loans, with interest continuing to accrue until such time as they are paid in full.

8. SIGNIFICANT TRANSACTIONS WITH RELATED PARTY

A former officer and director and 11% shareholder was due an amount totaling $34,358 (2012 - $34,358) which amount bears no interest, is unsecured and payable on demand.

On August 15, 2012, we entered into an acquisition agreement with CorTronix (see Note 4 above), a company controlled by our Officer and Director, Yoel Palomino.  Under the terms of the acquisition agreement, the Company acquired all of the issued and outstanding shares of CorTronix in exchange for the issuance of 175,000,000 restricted shares of the Company to Mr. Palomino who directed the issuance as to 122,500,000 shares issued to Mr. Palomino and 52,500,000 shares issued to Mr. Saer.   On September 11, 2012, the Company completed this transaction and CorTronix became a wholly-owned subsidiary of the Company.

 On August 3, 2012, the Company entered into a consulting agreement with Mr. Yoel Palomino, director and officer of the Company. Under the terms of the agreement, the Company will pay an annual salary of $125,000 to Mr. Palomino, payable weekly. During the fiscal year ended August 31, 2013, the Company made cash payments of $108,173 (August 31, 2012 -$9,615), leaving $16,827 (August 31, 2012 - $nil) due and payable to Mr. Palomino pursuant to the agreement.

During the fiscal year ended August 31, 2013, Mr. Palomino advanced the Company $50,650 in order to settle certain operating expenses payable as they came due.
 
During the fiscal year ended August 31, 2013, Mr. Jorge Saer, the Chief Technology Officer of the Company, invoiced a total amount of $48,000 for project development services. The Company made cash payments of $36,000, leaving $12,000 due and payable to Mr. Saer as at August 31, 2013.

During the fiscal year ended August 31, 2013, an amount of $154,250 from the salary and wage expenses for Yoel Palomino and Jorge Saer was attributed to research and development with respect to the Company’s current software currently under development.

9. CAPITAL STOCK

On August 15, 2012, we entered into an acquisition agreement with CorTronix.  Under the term of the acquisition agreement, the Company acquired all of the issued and outstanding shares of CorTronix in exchange for the issuance of 175,000,000 restricted shares of the Company. On September 11, 2012, the Company completed this transaction. All outstanding shares have been restated to reflect the effect of the business combination.

As at August 31, 2013, the Company had a total of 287,000,000 shares of common stock issued and outstanding.
 
F-11

 
CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
August 31, 2013

10.  INCOME TAXES

The Company has losses carried forward for income tax purposes for August 31, 2013. There are no current or deferred tax expenses for the period ended August 31, 2013 due to the Company’s loss position. The Company has fully reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period.

Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.
             
   
August 31, 2013
   
August 31, 2012
 
             
Operating loss carry forward
   
450,179
     
10,936
 
Net operating loss carry forward
   
450,179
     
10,936
 
Effective Tax Rate, Federal and State
   
40.5
%
   
40.5
%
Deferred Tax Assets
   
182,300
     
4,400
 
Less: Valuation Allowance
   
(182,300
)
   
(4,400
)
Net deferred tax asset
 
$
0
   
$
0
 

The valuation allowance for deferred tax assets as of August 31, 2013 and 2012 was $177,900 and $4,400 respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of August 31, 2013 and 2012, and recorded a full valuation allowance.
 
Reconciliation between the statutory rate and the effective tax rate is as follows at August 31:
 
   
2013
   
2012
 
Federal and State, statutory tax rate 
   
40.5
%
   
40.5
%
Permanent difference and other 
   
-
%
   
-
%
Effective tax rate 
   
40.5
%
   
40.5
%

The net federal operating loss carry forward will expire between 2032 and 2033. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.
 
 
F-12

 
CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
August 31, 2013

11.  SUBSEQUENT EVENTS

On July 25, 2013, the Company entered into a marketing agreement with Global Investment Strategies S.A. LLC., a company with offices in Saudi Arabia (“GIS”) whereby GIS is granted the exclusive license for the Middle East and will provide support, management and personnel to make strategic introductions to end users of the Cortronix technologies, including but not limited to hospitals, government agencies, the military and certain airlines in the middle east and other countries.   The Company is not requested to pay any payments, fees, royalties or other consideration other than to issue a total of 52,500,000 shares of the common stock of the Company which were issued on November 19, 2013.   The contract also gives GIS the right to appoint a member to the Board of Directors, however, no appointment has yet been made.  The agreement has an initial term of five years and  renews automatically for an additional five years unless written notice is provided by either party.

On September 6, 2013, the Company entered into a consulting and investor relations agreement with Maplehurst Investment Group, LLC (“Maplehurst”).    The Company had previously during November 2012, engaged Maplehurst to provide consulting and investor relations services for a fee of $5,000 per month.  Under the terms of the new agreement, the Company agreed to settle the outstanding amount of $40,000 under the contract with Maplehurst by way of the issuance of 10,000,000 shares of the common stock of the Company and Maplehurst agreed to provide services under the contract for an additional twelve month period for no further consideration.   The shares were issued on November 19, 2013.

During September 2013 the prototype for Cortab was received and tested and is mostly functional .ready for trials.

On December 30, 2013, the Company received funds in the amount of $15,500 from a third party. The loan is a one-year unsecured promissory note with interest at a rate of 18% per 365 day period. After the maturity date, the note shall accrue interest at a rate of 18%, payable semi-annually, plus a penalty of 6% per 30 day period. Should the principal amount of the note and all accrued interest not be repaid within 30 days after the maturity date, the Company should pay a penalty in the form of shares of common stock equal to 18,750 shares per month pro-rated daily.

The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there were no other events to disclose.
 
 
F-13

 
ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On or about January 10, 2013, the Company formally informed Sadler, Gibb & Associates, L.L.C. (“Sadler Gibb”) of their dismissal as the Company’s independent registered public accounting firm.

There were no disagreements between the Company and Sadler Gibb, for the most recent fiscal year and any subsequent interim period through January 10, 2013 (date of dismissal) on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Sadler Gibb, would have caused them to make reference to the subject matter of the disagreement in connection with its report.

On, or about January 10, 2013 the Company engaged Borgers & Cutler CPAs PC (“B&C”) as its principal accountant to audit the Company's financial statements as successor to Sadler Gibb.   On April 2, 2013 B&C was dismissed due to the dissolution of B&C. In addition, effective April 2, 2013, we approved the appointment of BF Borgers CPA PC (“Borgers PC”), as the Company’s independent registered public accountant, to audit our financial statement for our fiscal year ending August 31, 2013, and  the interim periods therein. 

In the fiscal years ended August 31, 2013 and 2012, there have been no changes in the Company’s accounting policies, nor have there been any disagreements with our accountants.

ITEM 9A.  CONTROL AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, under supervision and with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon this evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of August 31, 2012, because of the material weakness in our internal control over financial reporting (“ICFR”) described below, our disclosure controls and procedures were not effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that required information to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that required information to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management assessed the effectiveness of our internal control over financial reporting as of August 31, 2013. In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its assessment, management concluded that, as of August 31, 2013, our internal control over financial reporting was not effective and that material weaknesses in ICFR existed as more fully described below.

 
23

 
As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of August 31, 2013:

1)
Lack of an independent audit committee or audit committee financial expert, and no independent directors. We do not have any members of the Board who are independent directors and we do not have an audit committee. These factors may be counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management;
 
2)
Inadequate staffing and supervision within our bookkeeping operations. We have one consultant involved in bookkeeping functions, who provides two staff members. The relatively small number of people who are responsible for bookkeeping functions and the fact that they are from the same firm of consultants prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. This may result in a failure to detect errors in spreadsheets, calculations or assumptions used to compile the financial statements and related disclosures as filed with the SEC;

 
3)
Outsourcing of our accounting operations. Because there are no employees in our administration, we have outsourced all of our accounting functions to an independent firm. The employees of this firm are managed by supervisors within the firm and are not answerable to our management. This is a material weakness because it could result in a disjunction between the accounting policies adopted by our Board of Directors and the accounting practices applied by the independent firm;
 
4)
Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;
 
5)
Ineffective controls over period end financial disclosure and reporting processes.

Management's Remediation Initiatives

As of August 31, 2013, management assessed the effectiveness of our internal control over financial reporting. Based on that evaluation, it was concluded that during the period covered by this report, the internal controls and procedures were not effective due to deficiencies that existed in the design or operation of our internal controls over financial reporting. However, management believes these weaknesses did not have an effect on our financial results. During the course of their evaluation, we did not discover any fraud involving management or any other personnel who play a significant role in our disclosure controls and procedures or internal controls over financial reporting.

Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses. We will not be able to do so until, if ever, we acquire sufficient financing and staff. We will implement further controls as circumstances, cash flow, and working capital permits. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Annual Report on Form 10-K for the period ended August 31, 2013, fairly presents our financial position, results of operations, and cash flows for the periods covered, as identified, in all material respects.

Management believes that the material weaknesses set forth above were the result of the scale of our operations and intrinsic to our small size. Management also believes that these weaknesses did not have an effect on our financial results.

We are committed to improving our financial organization. As part of this commitment, we will, as soon as funds are available to the Company (1) appoint outside directors to our board of directors sufficient to form an audit committee and who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; (2) create a position to segregate duties consistent with control objectives and to increase our personnel resources. We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary, and as funds allow.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

 
24

 
Changes in Internal Control over Financial Reporting

During the period covered by this report, there were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses.  We will not be able to do so until, if ever, we acquire sufficient financing and staff to do so.  We will implement further controls as circumstances, cash flow, and working capital permits.  Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Annual Report on Form 10-K for the period ended August 31, 2013, fairly presents our financial position, results of operations, and cash flows for the periods covered, as identified, in all material respects.

Management believes that the material weaknesses set forth above were the result of the scale of our operations and intrinsic to our small size.  Management also believes that these weaknesses did not have an effect on our financial results.

We are committed to improving our financial organization.   As part of this commitment, we will, as soon as funds are available to the Company (1) appoint outside directors to our board of directors sufficient to form an audit committee and who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; (2) create a position to segregate duties consistent with control objectives and to increase our personnel resources.  We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary, and as funds allow.

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  the 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

During the period covered by this report, there were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.  OTHER INFORMATION

None.

 
25

 
PART III

 
ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

Directors, Executive Officers Promoters and Control Persons

The following persons are our executive officers and directors of the Company as of February X, 2014 and hold the positions set forth opposite their respective names.
 
Name
Age
Position
Yoel Palomino
26
Chief Executive Officer, President, Secretary, Treasurer and Director
Jorge Saer
54
Chief Technology Officer

Our directors hold office until the earlier of their death, resignation or removal  by  the stockholders of the Company or until their successors have been qualified.  Our officers are elected annually by, and serve at the pleasure of, our board of directors.  We feel our officers and directors should serve in such capacity in light of our business structure because: they all have a degree or professional diploma or they have management knowledge, they have previous experience in the industry and are able to adapt to changes within the industry, and they are able to work resourcefully to strategize for the Company.

Biographies

Yoel Palomino - Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director

Yoel Palomino is an electronics and communications engineer. From August 15, 2012, Mr. Palomino commenced full time employment with the CorTronix.  From November 2007 to August 15, 2012 Mr. Palomino was employed by Galix Biomedical Instrumentation as a Research and Development Engineer responsible for a number of different initiatives including evaluating mobile communications platforms, digital and analog circuit design, medical device design, building Linux kernel and Android Operating System/Platform implementation, ECG front end design, to name a few. Mr. Palomino holds a Bachelor of Science in Electronics and Communications Engineering having graduated in 2010.

Mr. Palomino is not an officer or director of any other reporting issuers.

Jorge Saer– Chief Technology Officer

From 1987 to present, Mr. Saer has been a university professor.  He is currently teaching at both Universidad Católica Argentina and Universidad Abierta Interamericana where he teaches courses related to Computer Science, and Software Engineering. He is a dedicated software solutions and developer professional with progressive and significant experience in analysis, design, development and maintenance of C++ and MFC code (15+ years’ experience in C++, +20 years’ experience in C language).  He is experienced in operating-system/software installation, Internet research, and software testing.  Mr. Saer has been a freeland software developer and IT consultant since January 1989 in addition to his teaching.   He has provided support and software solutions to several enterprises such as DOW Chemical, Cargill, Repsol, CAPEX (A Westinghouse Company), Pioneer (A DuPont Company) and GBI International Corp among others.  He is the founder and Chief Engineer of Brown River Technologies, a software development company based in Rosario, Argentina.  He holds a Master of Science degree in electronics from the Facultad de Ciencias Exactas e Ingeniería Universidad Nacional de Rosario). 

 
26

 
Mr. Saer is not an officer or director of any other reporting issuers.

There are no family relationships among directors and executive officers.  There are no arrangements or understandings between any director or executive officer and any other person(s) pursuant to which a director or executive officer was selected.  Our executive officers are elected annually by our Board of Directors.

We know of no pending proceedings to which any director, member of senior management, or affiliate is either a party adverse to us, or has a material interest adverse to us.

None of our executive officers or directors within the last five years have been involved in any bankruptcy proceedings, been convicted in or has pending any criminal proceedings, been subject to any order, judgment or decree enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity or been found to have violated any federal, state or provincial securities or commodities law.

Code of Ethics

As of the date of this report, the Company has not adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Company intends to review and finalize the adoption of a code of ethics during the fiscal year ended August 31, 2013. Upon adoption, the Company will file a copy of its code of ethics with the Securities and Exchange Commission as an exhibit to its annual report for the period during which the code of ethics is adopted.

Nominating Committee

There have been no material changes to the procedures by which security holders may recommend nominees to the Company's board of directors.

Audit Committee

At this time, the Company is not required to have an audit committee. Further, since there are not sufficient independent members of the Board it is not feasible at this time to have an audit committee. The Board of Directors performs the same functions as an audit committee. The Board of Directors in performing its functions as an audit committee has determined that it does not have an audit committee financial expert.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our Directors, executive officers, and stockholders holding more than 10% of our outstanding common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our common stock.  Executive officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.

Based on a review of Forms 3, 4, and 5 and amendments thereto furnished to the registrant during its most recent fiscal year ending August 31, 2013, there were no persons who did not file on a timely basis reports required by Section 16(a) of the Exchange Act:
 
27

 
ITEM 11.  EXECUTIVE COMPENSATION

The following table sets forth information for the individuals who served as the senior executive officers of the Company during any portion of the last two fiscal years.

SUMMARY COMPENSATION TABLE

Name and
Principal Position
Fiscal Year ended August  31
Salary
($)
Bonus
($)
Stock Awards
($)
Option
Awards
($)
All Other Compensation
($)
Total
($)
Yoel Palomino, PEO and PFO
2013
125,000
-0-
-0-
-0-
-0-
125,000
Yoel Palomino, PEO and PFO (Appointed  July 16, 2012)
2012
9,615
-0-
-0-
-0-
-0-
-0-
Harry Ruskowsky, , former PEO and PFO (Resigned July 16, 2012)
2012
-0-
-0-
27,000.(1)
-0-
-0-
27,000

.(1)The Company issued a total of 27,000,000 shares valued at $27,000 to Mr. Ruskowsky for services rendered to the Company, Subsequent to the period covered by this report, Mr. Ruskowsky resigned and returned these shares to the Company for cancellation.

Employment Agreements

On August 3, 2012, the Company entered into a consulting agreement with Mr. Yoel Palomino, director and officer of the Company. Under the terms of the agreement, the Company will pay an annual salary of $125,000 to Mr. Palomino, payable weekly.

On December 1, 2012, the Company entered into a formal consulting agreement with Mr. Saer whereby Mr. Saer is paid consulting fees of $4,000 per month for a term of three years.

 DIRECTOR COMPENSATION

During the most recent fiscal year, no directors were provided any compensation for their services as directors.

The Company has made no arrangements for the cash remuneration of its directors, except that they will be entitled to receive reimbursement for actual, demonstrable out-of-pocket expenses, including travel expenses, if any, made on the Company’s behalf.

Compensation Committee

We do not currently have a compensation committee.  The Company’s Executive Compensation is currently approved by the Board of Directors of the Company in the case of the Company’s Principal Executive Officer.   For all other executive compensation contracts, the Principal Executive Officer will negotiate and approve the contracts and compensation.
 
28

 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership of Certain Beneficial Owners

The following table sets forth information, as of February 4, 2014, with respect to the beneficial ownership of the Company’s Common Stock by each person known by the Company to be the beneficial owner of more than 5% of the outstanding common stock.  Information is also provided regarding beneficial ownership of common stock if all outstanding options, warrants, rights and conversion privileges (to which the applicable 5% stockholders have the right to exercise in the next 60 days) are exercised and additional shares of common stock are issued.

Title Of
Class
Name And Address Of Beneficial Owner
Amount And Nature Of Beneficial Owner
Percent Of
Class (1)
Common
Yoel Palomino
 
122,500,000 shares of common stock held directly
 
35.05%
Common
Jorge Saer
52,500,000 shares of common stock held directly
15.02%
 
Common
Hector Davis
32,000,000 shares of common stock held directly
9.16%
 
Common
Global Investment Strategies SA LLC
52,500,000 shares of common stock held directly
15.02%
(1) Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. All shares of common stock subject to options or warrants exercisable within 60 days of February 4, 2014 are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding beneficially owned for the purpose of computing the percentage ownership of any other person. Subject to the paragraph above, the percentage ownership of outstanding shares is based on 349,500,000 shares of common stock outstanding as of February 4, 2014.

Security Ownership of Management

The following table shows, as of February 4, 2014, the shares of the Company’s common stock beneficially owned by each director (including each nominee), by each of the executive officers and by all directors and executive officers as a group.  Information is also provided regarding beneficial ownership of common stock if all outstanding options, warrants, rights and conversion privileges (to which the applicable officers and directors have the right to exercise in the next 60 days) are exercised and additional shares of common stock are issued.

 
Title Of
Class
 
Name Of Beneficial Owner
 
Amount And Nature Of Beneficial Ownership
 
Percent of Class (1)
Common
Yoel Palomino President, CEO, Secretary Treasurer , CFO and director.
122,500,000 common shares held directly
35.05%
Common
Jorge Saer, Chief Technology Officer of Cortronix
52,500,000 common shares held directly
15.02%
Common
All Officers and Directors as a group
175,000,000 Common shares, issued and exercisable
50.07%
(1) Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. All shares of common stock subject to options or warrants exercisable within 60 days of February 4, 2014 are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding beneficially owned for the purpose of computing the percentage ownership of any other person. Subject to the paragraph above, the percentage ownership of outstanding shares is based on 349,500,000 shares of common stock outstanding as of February 4, 2014.
 
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Changes in Control

During the  fiscal year ended August 31, 2013, the Company completed the acquisition of CorTronix thus effecting a change in control of the Company.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Certain Relationships and Related Transactions

A former officer and director and 11% shareholder was due an amount totaling $34,358 (2012 - $34,358) which amount bears no interest, is unsecured and payable on demand.

On August 15, 2012, we entered into an acquisition agreement with CorTronix (see Note 4 above), a company controlled by our Officer and Director, Yoel Palomino.  Under the terms of the acquisition agreement, the Company acquired all of the issued and outstanding shares of CorTronix in exchange for the issuance of 175,000,000 restricted shares of the Company to Mr. Palomino who directed the issuance as to 122,500,000 shares issued to Mr. Palomino and 52,500,000 shares issued to Mr. Saer.   On September 11, 2012, the Company completed this transaction and CorTronix became a wholly-owned subsidiary of the Company.

 On August 3, 2012, the Company entered into a consulting agreement with Mr. Yoel Palomino, director and officer of the Company. Under the terms of the agreement, the Company will pay an annual salary of $125,000 to Mr. Palomino, payable weekly. During the fiscal year ended August 31, 2013, the Company made cash payments of $108,173 (August 31, 2012 -$9,615), leaving $16,827 ( August 31, 2012 - $nil) due and payable to Mr. Palomino pursuant to the agreement.

During the fiscal year ended August 31, 2013, Mr. Palomino advanced the Company $50,650 in order to settle certain operating expenses payable as they came due.
 
During the fiscal year ended August 31, 2013, Mr. Jorge Saer, the Chief Technology Officer of the Company, invoiced a total amount of $48,000 for project development services. The Company made cash payments of $36,000, leaving $12,000 due and payable to Mr. Saer as at August 31, 2013.  On December 1, 2012, the Company entered into a formal consulting agreement with Mr. Saer whereby he is paid $4,000 per month for consulting services.

 
Review, Approval or Ratification of Transactions with Related Persons

The Company does not currently have any written policies and procedures for the review, approval or ratification of any transactions with related persons.

Promoters and Certain Control Persons

None

 
Parents

There are no parents of the Company

 
Director Independence
 
As of the date of this Annual Report, we have no independent directors.

We have developed the following categorical standards for determining the materiality of relationships that the directors may have with the Company. This information is not available on our Web site because such site is currently under development.
 
 
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A director shall not be deemed to have a material relationship with the Company that impairs the director's independence as a result of any of the following relationships:

1.
the director is an officer or other person holding a salaried position of an entity (other than a principal, equity partner or member of such entity) that provides professional services to the Company and the amount of all payments from the Company to such entity during the most recently completed fiscal year was less than two percent of such entity’s consolidated gross revenues;
 
2.
the director is the beneficial owner of less than five (5%) per cent of the outstanding equity interests of an entity that does business with the Company;
 
3.
the director is an executive officer of a civic, charitable or cultural institution that received less than the greater of one million ($1,000,000) dollars or two (2%) per cent of its consolidated gross revenues, as such term is construed by the New York Stock Exchange for purposes of Section 303A.02(b)(v) of the Corporate Governance Standards, from the Company or any of its subsidiaries for each of the last three (3) fiscal years;
 
4.
the director is an officer of an entity that is indebted to the Company, or to which the Company is indebted, and the total amount of either the Company's or the business entity's indebtedness is less than three (3%) per cent of the total consolidated assets of such entity as of the end of the previous fiscal year; and
 
5.
the director obtained products or services from the Company on terms generally available to customers of the Company for such products or services. The Board retains the sole right to interpret and apply the foregoing standards in determining the materiality of any relationship.

The Board shall undertake an annual review of the independence of all non-management directors. To enable the Board to evaluate each non-management director, in advance of the meeting at which the review occurs, each non-management director shall provide the Board with full information regarding the director’s business and other relationships with the Company, its affiliates and senior management.

Directors must inform the Board whenever there are any material changes in their circumstances or relationships that could affect their independence, including all business relationships between a director and the Company, its affiliates, or members of senior management, whether or not such business relationships would be deemed not to be material under any of the categorical standards set forth above. Following the receipt of such information, the Board shall re-evaluate the director's independence.

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the fees billed to the Company for professional services rendered by the Company's principal accountant, for the year ended August 31, 2013 and 2012:

Services
2013
$
2012
$
Audit fees
11,500
15,580
Audit related fees
0
0
Tax fees
800
0
Total fees
12,300
15,580

Audit fees consist of fees for the audit of the Company's annual financial statements or services that are normally provided in connection with the statutory and regulatory filings of the annual financial statements.

Audit-related services include the review of the Company's financial statements and quarterly reports that are not reported as Audit fees.

Tax fees included tax planning and various taxation matters.
 
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PART IV

ITEM 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES

EXHIBITS

Number
Description
 
3.1(a)
Articles of Incorporation.
Incorporated by reference to the Company’s Form S-1 registration statement filed with the Securities and Exchange Commission on October 14, 2008.
3.1(b)
Amendment to Articles of Incorporation
Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 9, 2011.
3.1(c)
Amendment to Articles of Incorporation
Incorporated by reference to the Company’s Definitive 14C filed on November 2, 2012
3.2(a)
Bylaws.
Incorporated by reference to the Company’s Form S-1 registration statement filed with the Securities and Exchange Commission on October 14, 2008.
3.2(b)
Amendment to Bylaws
Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 28, 2011.
10.1
Consulting Services and Finders Fee Agreement, dated February 1, 2012
Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 1, 2012.
10.2
Mining Option Agreement, dated February 1, 2012
Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 1, 2012.
10.3
Mutual Release Agreement by and between the Company and David Gibson
Incorporated by reference to the Company’s Form 10-K annual report filed with the Securities and Exchange Commission on December 14, 2011.
10.4
Form of Promissory Note
Incorporated by reference to the Company’s Form 10-K annual report filed with the Securities and Exchange Commission on December 14, 2011.
10.5
Acquisition Agreement between the Company and Cortronix dated August 15, 2012
Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 21, 2012.
10.6
Assignment Agreement between Yoel Palomino and Cortronix dated August 10, 2012
Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 21, 2012.
10.7
Consulting and Investor Relations Agreement between the Company and Maplehurst Investment Group LLC dated September 6, 2013
Filed herewith
10.8
Marketing Agreement between the Company and Global Investments Strategies SA LLC dated July 25, 2013
Filed herewith
31.1
Section 302 Certification- Principal Executive Officer
Filed herewith
31.2
Section 302 Certification- Principal Financial Officer
Filed herewith
32.1
Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith
101.INS
XBRL Instance Document
Filed herewith
101.SCH
XBRL Taxonomy Extension Schema
Filed herewith
101.CAL
XBRL Taxonomy Extension Calculation Linkbase
Filed herewith
101.DEF
XBRL Taxonomy Extension Definition Linkbase
Filed herewith
101.LAB
XBRL Taxonomy Extension Label Linkbase
Filed herewith
101.PRE
XBRL Taxonomy Extension Presentation Linkbase
Filed herewith
 
Financial Statements

The following consolidated financial statements of the Company are filed as part of this Annual Report on Form 10-K as follows:
   
Report of Independent Registered Public Accounting Firm
  F-1
Consolidated Balance Sheets
  F-2
Consolidated Statements of Operations
  F-3
Consolidated Statement of Changes in Shareholders’ Equity
  F-4
Consolidated Statements of Cash Flows
  F-5
Notes to the Consolidated Financial Statements
  F6 to F13

All other schedules have been omitted because they are not applicable, not required under the instructions, or the information requested is set forth in the financial statements or related notes there to.

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

   
CORTRONIX BIOMEDICAL ADVANCEMENT TECHNOLOGIES INC.
       
Date:
February 20, 2014
By:
/s/ Yoel Palomino
   
Name:
Yoel Palomino
   
Title:
President, Secretary, Treasurer, Principal Executive Officer and Principal Accounting Officer
       

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated, who constitute the entire board of directors:

Date:
February 20, 2014
By:
/s/ Yoel Palomino
   
Name:
Yoel Palomino
   
Title:
President, Secretary, Treasurer, Principal Executive Officer and Principal Accounting Officer

 
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