PetLife Pharmaceuticals, Inc. - FORM 10-Q

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - PetLife Pharmaceuticals, Inc.	Financial_Report.xls
EX-31.1 - EXHIBIT 31.1 - PetLife Pharmaceuticals, Inc.	ex31_1.htm
EX-31.2 - EXHIBIT 31.2 - PetLife Pharmaceuticals, Inc.	ex31_2.htm
EX-32.1 - EXHIBIT 32.1 - PetLife Pharmaceuticals, Inc.	ex32_1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended November 30, 2013


o		TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-52445

CLEAR TV VENTURES, INC.

(FORMERLY ECO VENTURES GROUP, INC.)

(Name of registrant as specified in its charter)


Nevada		33-1133537
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

28562 Oso Parkway, Unit D. Rancho Santa Margarita, CA		92688
(Address of principal executive offices)		(Zip Code)

(949) 858-5836

(Registrant’s telephone number, including area code)

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 o No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o 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	o	Accelerated filer	o
Non-accelerated filer (Do not check if a smaller reporting company)	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No x

The number of shares of the registrant’s common stock outstanding as of July 31, 2014 was 563,170 shares.

CLEAR TV VENTURES, INC.

(formerly Eco Ventures Group, Inc.)

(A Development Stage Company)

INDEX

PART I		Financial Information	Page Number

	Item 1.	Financial Statements (unaudited)

		Condensed Consolidated Balance Sheets as of November 30, 2013 (Unaudited) and August 31, 2013	3

		Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended November 30, 2013 and 2012 and for the Period from November 9, 2010 (date of inception) through November 30, 2013	4

		Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended November 30, 2013 and 2012 and for the period from November 9, 2010 (date of inception) through November 30, 2013	5

		Notes to Unaudited Condensed Consolidated Financial Statements	6

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	29

	Item 4.	Controls and Procedures	29

PART II		Other Information

	Item 1	Legal Proceedings	30

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30

	Item 3.	Defaults Upon Senior Securities	30

	Item 4.	Mine Safety Disclosures	31

	Item 5	Other Information	31

	Item 6.	Exhibits	31

SIGNATURES			32

Page 2

PART I. Financial Information

Item 1. Financial Statements

CLEAR TV VENTURES, INC.
(formerly Eco Ventures Group, Inc. )
(A Development Stage Company)
Condensed Consolidated Balance Sheets

	November 30,			August 31,
	2013			2013
	(Unaudited)
ASSETS

Total assets	$	-		$	-

LIABILITIES AND DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	210,779		$	214,429
Accrued interest, related party		33,272			30,519
Notes payable, related parties,		138,027			138,027
Advances, related parties		294,656			290,506

Total current liabilities		676,734			673,481

Commitments and contingencies

Deficit:
Eco Ventures Group, Inc. Stockholders Equity
Preferred stock, $0.001 par value; 6,666,667 shares authorized
Series A cumulative convertible preferred stock, $0.001 par value;
266,667 shares designated, 5,000 shares issued and outstanding
as of November 30, 2013 and August 31, 2013		5			5
Series B cumulative convertible preferred stock, $0.001 par value;
408,054 shares designated, 1,333 shares issued and outstanding
as of November 30, 2013 and August 31, 2013		1			1
Common stock, $0.001 par value; 50,000,000 shares authorized,
2,636,170 shares issued and 563,170 shares outstanding as of
November 30, 2013 and August 31, 2013		563			563
Preferred stock subscription		100,000			100,000
Additional paid in capital		4,881,457			4,881,457
Deficit accumulated during development stage		(4,281,203	)		(4,277,950	)
Total Eco Ventures Group, Inc. Stockholders' Equity		700,823			704,076

Non controlling interest		(1,377,557	)		(1,377,557	)

Total deficit		(676,734	)		(673,481	)

Total liabilities and deficit	$	-		$	-

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

Page 3

CLEAR TV VENTURES, INC.
(formerly Eco Ventures Group, Inc. )
( a development stage company)
Condensed Consolidated Statements of Operations - Unaudited

							For the Period
							From the Date of
							Inception(November 9,
	For the Three Months Ended						2010) Through
	November 30,						November 30,
	2013			2012			2013

Operating expenses:
Operation expenses	$	-		$	52,867		$	544,597
Selling, general and administrative		500			406,915			3,835,100
Impairment loss		-			-			766,367
Total operating expenses		500			459,782			5,146,064

Loss from operations		(500	)		(459,782	)		(5,146,064	)

Other income (expense)
Gain on forgiveness of debt		-			12,300			427,935
Loss on settlement of debt		-			-			(656,000	)
Interest expense		(2,753	)		(2,240	)		(142,255	)

Total other income (expense)		(2,753	)		10,060			(370,320	)

Net loss		(3,253	)		(449,722	)		(5,516,384	)

Less: Net loss attributable to non controlling interest		-			129,252			1,565,882

Net loss attributable to Clear TV Ventures, Inc.	$	(3,253	)	$	(320,470	)	$	(3,950,502	)

Net loss per common share, basic and diluted	$	(0.01	)	$	(2.10	)

Weighted average number of common shares, basic and diluted		563,170			152,529

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

Page 4

CLEAR TV VENTURES, INC.
(formerly Eco Ventures Group, Inc. )
(A Development Stage Company)
Condensed Consolidated Statements of Cash Flows (Unaudited)							For the Period
							From the Date of
							Inception(November 9,
	For the Three Months Ended						2010) Through
	November 30,						November 30,
	2013			2012			2013


Cash flows from operating activities:
Net loss	$	(3,253	)	$	(449,722	)	$	(5,516,384	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		-			278,882			1,933,074
Gain on forgiveness of debt		-			(12,300	)		(427,935	)
Amortization expense - loan fee		-			-			72,000
Impairment loss		-			-			766,367
Operating expenses incurred by related party on behalf of the
Company in exchange for notes payable and advances		-			20,733			492,364
Compensation forgiven by officers/related parties and accounted
for as contributed services		-			37,500			150,000
Loss on settlement of debt		-			-			656,000
Changes in operating assets and liabilities:
Advance on mineral contracts		-			-			10,000
Deposits		-			-			(10,000	)
Accounts payable and accrued expenses		3,253			58,722			1,196,247
Net cash used in operating activities		-			(66,185	)		(678,267	)

Cash flows from investing activities:
Purchase of property and equipment		-			-			(206,367	)
Net cash used in investing activities		-			-			(206,367	)

Cash flows from financing activities:
Proceeds from the sale of Series A preferred stock		-			-			250,000
Proceeds from the sale of Series B preferred stock		-			-			50,000
Proceeds from the issuance of common stock		-			30,000			80,000
Proceeds from advances, related parties		-			39,030			269,284
Proceeds from notes payable, related parties		-			-			67,600
Proceeds from notes payable, unrelated parties		-			-			100,000
Contributed capital by majority owned subsidiary		-			-			67,750
Net cash provided by financing activities		-			69,030			884,634

Net increase in cash and cash equivalents		-			2,845			-
Cash and cash equivalents, beginning of period		-			67			-

Cash and cash equivalents, end of period	$	-		$	2,912		$	-

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	-		$	-		$	-
Income Taxes	$	-		$	-		$	-

Non-cash investing and financing activities:
Property, plant and equipment acquired by certain investors as capital contribution	$	-		$	-		$	560,000
Common stock issued in settlement of notes payable and accrued interest	$	-		$	-		$	417,126
Notes payable and advances issued in exchange for expenses paid by related parties	$	4,150		$	20,733		$	517,247
Accrued rent due to related party - cancelled and reclassed to paid in capital	$	-		$	-		$	386,255
Accrued compensation forgiven by officers/related parties and
accounted for as contributed services	$	-		$	410,596		$	560,596
Debt due to related party forgiven and reclosed to paid in capital	$	-		$	-		$	67,721
Assumption of accrued expenses by related party	$	-		$	-		$	12,715
Common shares issued as debt-financing cost	$	-		$	-		$	72,000

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

Page 5

CLEAR TV VENTURES, INC.

(formerly Eco Ventures Group, Inc.)

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

NOVEMBER 31, 2013

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the presentation of the accompanying unaudited condensed consolidated financial statements follows:

General

The accompanying unaudited condensed consolidated financial statements of Clear TV Ventures, Inc. (Formerly Eco Ventures Group, Inc.), (the “Company”), have been prepared in accordance with the rules and regulations (S-X) of the Securities and Exchange Commission (the "SEC") and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results from operations for the three month period ended November 30, 2013 are not necessarily indicative of the results that may be expected for the year ending August 31, 2014. The unaudited condensed consolidated financial statements should be read in conjunction with the August 31, 2013 consolidated financial statements and footnotes thereto included in the Company's SEC Form 10-K filed on July 21, 2014.

Basis and business presentation

Clear TV Ventures, Inc. (formerly Eco Ventures Group, Inc.), a publicly traded and holding company of our planned expanding lines of business was incorporated under the laws of the State of Nevada in April 2002 under the name of Modern Renewable Technologies, Inc. In connection with the consummation of the reverse merger transaction on June 1, 2011 with Eco Ventures Group, Inc., a Florida corporation (“Eco Ventures – Florida”) formed on November 9, 2010 (date of inception), the accounting acquirer (see below), EVG changed its name to Eco Ventures Group, Inc., a Nevada corporation. The historical financial statements are those of Eco Ventures – Florida, the accounting acquirer, immediately following the consummation of the reverse merger. On July 15, 2013, the Company entered into an Agreement and Plan of Merger with Clear TV Ventures, Inc. (“CTV”). Under the terms of the merger, Clear TV became the surviving corporation.

All references that refer to (the “Company” or “Clear TV Ventures, Inc.” or "CTV" or “we” or “us” or “our”) are Clear TV Ventures, Inc., the Registrant and its wholly and or majority owned subsidiaries unless otherwise differentiated, Eco Ventures Group, Inc., a Florida formed corporation. We are in the development stage, as defined by Accounting Standards Codification subtopic 915-10, Development Stage Entities ("ASC 915-10") and specialize in the planned extraction of precious metals from mineralized waste bodies and reclaimed mine tailings and also will focus on the production of advanced biodiesel from recovered cooking oils and oil rich plants. We have not generated any revenues to date, have incurred expenses and has sustained losses since November 9, 2010 (date of inception). Consequently, our operations are subject to all the risks inherent in the establishment of a new business enterprise. For the period from November 9, 2010 (date of inception) through November 30, 2013, we have accumulated a deficit through its development stage of approximately $4,281,203.

The unaudited condensed consolidated financial statements include the accounts of the Company and its majority owned subsidiary, Eco Ventures - Florida. All significant intercompany balances and transactions have been eliminated in consolidation.

Page 6

CLEAR TV VENTURES, INC.

(formerly Eco Ventures Group, Inc.)

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

NOVEMBER 31, 2013

The remaining 30% ownership of Eco Ventures – Florida as of November 30, 2013 is recorded as non-controlling interest in the unaudited condensed consolidated financial statements.

On July 18, 2013, CTV declared a 15-for-1 reverse stock split for all of its common and preferred stock. All references in the accompanying consolidated financial statements and notes thereto to the number of shares outstanding and per-share amounts have been retroactively restated to reflect this reverse stock split.

Reverse Merger and Corporate Restructure

On May 27, 2011, the Registrant entered into a material definitive agreement for the acquisition of 70% of the capital stock of Eco Ventures Group, Inc., a Florida corporation (“Eco Ventures – Florida”). The acquisition was completed on June 1, 2011 through issuance of 102,500 (including 8,333 shares issued to consultants and 6,333 shares issued to officers) shares of Common Stock of the Company in exchange for 467 Shares of Eco Ventures - Florida in a tax-free share exchange. A total of 28,144 shares of Common Stock of the Registrant shall be issued to Holders of the Registrant’s outstanding Convertible Debentures. Upon the conversion of all such Convertible Debentures, the Registrant had a total of 130,659 Shares of Common Stock issued and outstanding.

As a condition of the reverse merger transaction, the name of the Registrant was changed to “Eco Ventures Group, Inc.”, a Nevada corporation and the Registrant’s OTC trading symbol has been changed to “EVGI.” The transaction is accounted for in substance as a reverse acquisition of the Registrant by Eco Ventures – Florida since the stockholders of Eco Ventures – Florida owned a majority of the Company’s voting power immediately following the merger transaction and Eco Ventures – Florida’s management has assumed operational, management and governance control in accordance with the terms of the Shareholder Agreement dated May 20, 2011. For accounting purposes, Eco Ventures – Florida is the accounting acquirer and / or the surviving entity. Accordingly, the historical financial statements are those of Eco Ventures – Florida, the accounting acquirer, immediately following the consummation of the reverse merger. The Company did not recognize goodwill or any intangible assets in connection with this transaction.

On or about April 18, 2014, the Company entered into a Share Exchange Agreement (the “Share Exchange”) with Petlife Corporation, a Delaware corporation (“Petlife”) and the shareholders of Petlife Corporation (the “Shareholders”) for the exchange of all of the issued and outstanding shares of Petlife. These shares of Petlife are being exchanged for 40,000,000 fully paid non-assessable shares of the Company or 80% of the issued and outstanding shares of the Company.

The closing of the Share Exchange Agreement is conditioned upon certain, limited customary representations and warranties as well as conditions to close such as the total issued and outstanding shares of the Company being limited to 50,000,000 issued and outstanding post-closing. Following the closing of the Share Exchange Agreement the Company intends to continue the Company’s and Petlife’s historical businesses and proposed businesses. The Company’s historical business and operations will continue independently through a newly formed wholly owned subsidiary.

Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Page 7

CLEAR TV VENTURES, INC.

(formerly Eco Ventures Group, Inc.)

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

NOVEMBER 31, 2013

Revenue Recognition

The Company will recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments will be provided for in the same period the related sales will be recorded.

ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arraignments (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. There was no effect on implementing ASC 605-25 on the Company’s financial position and results of operations, since the Company has not started generating revenue.

Cash

The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash.

Property and Equipment

Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. During the year ended August 31, 2013, all acquired property and equipment was determined to be impaired and the total cost of $766,367 was charged to operations.

Long-Lived Assets

The Company follows FASB ASC 360-10-15-3, “Impairment or Disposal of Long-lived Assets,” which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. For the year ended August 31, 2013, the Company recognized an impairment loss of $766,367. The impairment loss represents the excess of the carrying amounts of the Company’s property and equipmentover their fair value, which was determined on the basis of their liquidation value of the related assets. CTV was significantly behind in paying its rent on its Florida Facilities. During the year ended August 31, 2013, the landlord, a related party, waived all past due rents and released the Company from any further obligation under the lease. The Company credited to equity all accrued past due rent totaling $386,255.

Page 8

CLEAR TV VENTURES, INC.

(formerly Eco Ventures Group, Inc.)

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

NOVEMBER 31, 2013

Income Taxes

The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of timing differences such as deferred officers’ compensation and stock based compensation accounting.

Net Loss per Common Share, basic and diluted

The Company has adopted Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. Shares issuable upon conversion of the Series A and Series B preferred stock have been excluded as common stock equivalents in the diluted loss per share because their effect is anti-dilutive on the computation. Diluted shares outstanding were 570,730 shares as of November 30, 2013.

Stock based compensation

The Company follows Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”) which requires that all share-based payments to both employees and non-employees be recognized in the income statement based on their fair values.

As of November 30, 2013, the Company did not have any issued or outstanding stock options.

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit.

Research and Development

The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company did not incur any research and development expenses from November 9, 2010 (date of inception) through November 30, 2013.

Page 9

CLEAR TV VENTURES, INC.

(formerly Eco Ventures Group, Inc.)

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

NOVEMBER 31, 2013

Reliance on Key Personnel and Consultants

The Company has one full-time employee and no part-time employees. Additionally, the Company has consultants performing various specialized services. The Company is heavily dependent on the continued active participation of these current executive officers, employees and key consultants. The loss of any of the senior management or key consultants could significantly and negatively impact the business until adequate replacements can be identified and put in place.

Fair Value

Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying amount reported in the unaudited condensed consolidated balance sheet for accounts payable and accrued expenses, advances and notes payable approximates fair value because of the immediate or short-term maturity of these financial instruments.

Reclassification

Certain reclassifications have been made to prior periods' data to conform to the current period's presentation. These reclassifications had no effect on reported income or losses.

Recent Accounting Pronouncements

The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change.

NOTE 2 – GOING CONCERN MATTERS

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying unaudited condensed consolidated financial statements from November 9, 2010 (date of inception) through November 30, 2013, the Company incurred deficit accumulated during development stage of approximately $4,281,203. As of November 30, 2013, the Company has no funds on which to operate. It is in the process of effectuating a merger with Pet Life as discussed in Note 1. However, there is no assurance that the merger will be consummated or that even if the Company does merger, that Pet Life will be profitable.

The Company’s existence is currently dependent upon management’s ability to develop profitable operations and or upon obtaining additional financing to carry out its planned business. Management is devoting substantially all of its efforts to the commercialization of its planned product and processes, as well as raising additional debt or equity financing in order to accelerate the development and commercialization of additional products. There can be no assurance that the Company’s commercialization or financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems.

Page 10

CLEAR TV VENTURES, INC.

(formerly Eco Ventures Group, Inc.)

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

NOVEMBER 31, 2013

There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all. In the event the Company is unable to continue as a going concern, it may elect or required to seek protection from its creditors by filing a voluntary petition in bankruptcy or may be subject to an involuntary petition in bankruptcy. To date, management has not considered this alternative, nor does management view it as a likely occurrence.

The accompanying unaudited condensed consolidated statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of November 30, 2013 and August 31, 2013 are comprised of the following:

	November 30, 2013		August 31, 2013
Office furniture and fixtures	$	-	$	1,667
Equipment		-		149,214
Leasehold improvements		-		19,640
Construction in process		-		595,846
		-		766,367
Less impairment loss		-		(766,367	)
Total property and equipment	$	-	$	-

Since its inception, the Company was in the assembly and testing mode and not in operations. Therefore no depreciation was recorded on the above indicated assets. As indicated in Note 1, the Company recognized an impairment loss for the year ended August 31, 2013 of $766,367.

During the period from November 9, 2010 (date of inception) through November 30, 2013, the Company received property and equipment from three investors at a fair value of $560,000. The transaction was recorded as a capital contribution.

Page 11

CLEAR TV VENTURES, INC.

(formerly Eco Ventures Group, Inc.)

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

NOVEMBER 31, 2013

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities as of November 30, 2013 and August 31, 2013 are comprised of the following:

	November 30, 2013		August 31, 2013

Accounts payable	$	210,779		$	214,429
Total accounts payable and accrued liabilities	$	210,779			214,429

During the quarter ended November 30, 2012, the Company determined certain accrued compensation have been forgiven by the officers / related parties and accordingly, the Company credited to additional paid-in capital as contributed services rendered by the officers / related parties of $448,096.

Also, during the quarter ended November 30, 2012, the Company determined certain liabilities have been forgiven by the creditors and accordingly, the Company recorded a gain on forgiveness of debt of $12,300 during the quarter ended November 30, 2012.

NOTE 5 – NOTES PAYABLE – UNERELATED THIRD PARTY

On December 13, 2012, the Company issued a promissory note to an unrelated third party in exchange for $100,000 in cash. Under the terms of the loan, the $100,000 and interest totaling $25,000 is due and payable on or before March 12, 2013. The loan is collateralized by 100,000 shares of the Company’s restricted common stock, which are held in escrow. In consideration for the loan, the Company also issued 26,667 shares of its common stock which was valued at the shares’ fair market value at the date of issue of $72,000, which is being amortized as a loan fee over the term of the loan.

The Company incurred interest expense of $25,000 and amortization expense $72,000 for the year ended August 31, 2013. As indicated the loan and accrued interest was not paid and the 100,000 shares were released from escrow in full settlement of the $125,000 balance due. On March 12, 2013, the Company recognized a net gain on the settlement of the debt of $65,000, the difference between the fair value of 100,000 shares which was $60,000 on date of issuance and the total indebtedness owed.

Page 12

CLEAR TV VENTURES, INC.

(formerly Eco Ventures Group, Inc.)

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

NOVEMBER 31, 2013

NOTE 6 – NOTES PAYABLE, RELATED PARTIES

Notes payable as of November 30, 2013 and August 31, 2013 are comprised of the following:


	November 30, 2013		August 31, 2013

Note payable, 8% per annum, due on demand, unsecured	$	23,821	$	23,821
Note payable, 8% per annum, due on demand, unsecured		34,075		34,075
Note payable, 8% per annum, due on demand, unsecured		16,317		16,317
Note payable, 8% per annum, due on demand, unsecured		37,827		37,827
Note payable, 8% per annum, due on demand, unsecured		10,053		10,053
Note payable, 8% per annum, due on demand, unsecured		15,933		15,933
	$	138,026	$	138,026
Add: Accrued interest		33,272		30,519
Total	$	171,298	$	168,545

From November 9, 2010 (date of inception) through August 31, 2011, the Company issued two notes in the aggregate of $265,474 in exchange for operating expenses paid on behalf of the Company by two shareholders of its majority owned subsidiary. The notes bear interest at an annual rate of 8%, are unsecured and due on demand.

During the year ended August 31, 2012, the Company issued an aggregate of 118,880 shares of common stock, valued at $6.75 - $24 per share in settlement of $357,124 of the outstanding notes payable and accrued interest and recorded a loss on settlement of notes payable and accrued interest of $656,000.

During the year ended August 31, 2012, the Company issued six notes totaling $138,026 in exchange for operating funds provided by a shareholder of its majority owned subsidiary. The notes bear interest at an annual rate of 8%, are unsecured, and are due on demand.

The Company charged to operations interest expense on the above notes of $2,753 and $2,240 during the three month period ended November 30, 2013 and 2012, respectively.

NOTE 7 – STOCKHOLDERS' EQUITY

Preferred Stock

The Company is authorized to issue 6,666,667 shares of preferred stock with a par value of $0.001 per share as of November 30, 2013. The Company's preferred stock may be divided into such series as may be established by the Board of Directors. The Board of Directors may fix and determine the relative rights and preferences of the shares of any series established. On July 18, 2013, CTV declared a 15-for-1 reverse split for all of its common and preferred stock. All references in the accompanying unaudited condensed consolidated financial statements and notes thereto to the number of shares outstanding and per-share amounts have been retroactively restated to reflect this stock split.

Series A Cumulative Convertible Preferred Stock ("Series A")

In August, 2011, the Company designated 266,427 shares of authorized preferred stock as Series A Redeemable Convertible Preferred stock ("Series A").

Page 13

CLEAR TV VENTURES, INC.

(formerly Eco Ventures Group, Inc.)

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

NOVEMBER 31, 2013

Voting rights

a)	The Company shall not, without the affirmative consent of the holders of seventy-five percent of the Series A Preferred Stock, in any manner alter or change the designations, or the powers, preferences, rights, qualifications, limitations, or restrictions or increase the number of authorized shares of the Series A Preferred Stock in any manner.
b)	Except as provided below, the holders of the Series A Preferred Stock shall not have any right to vote their Series A Preferred Stock in any manner.
c)	Notwithstanding the provisions above, on all matters coming before the holders of preferred stock of the Company, as a class, or coming before the holders of the Series A Preferred Stock of the Company, as a class, the holders of the Series A Preferred Stock shall have the right to vote their Series A Preferred Stock with each such share of stock being entitled to one (1) vote on any or all such matters.

Dividends

In each year, beginning six months from issuance, the holders of the Series A Preferred Stock shall be entitled to receive when and as declared by the Board of Directors of the Corporation, out of funds legally available for that purpose, quarterly dividends payable January 1, April 1, July 1 and October 1 in each year, commencing on July 1, 2012 in an amount equal to twenty percent (20%) of "Adjusted Gross Revenue" earned during that quarter. Adjusted Gross Revenue is defined as gross revenue less licensing fees, royalties, third party payments, mineral extraction, mining expenses, crushing and shipping. Said dividends shall continue until such time as the holder had received dividends in the amount that equals one hundred and eight percent (108%) of their original investment, after which time, the investor shall receive five percent (5%) of the Adjusted Gross Income for a period of twelve months.

In the case of the original issuance of shares of the Series A Preferred Stock, dividends shall begin to accrue and be cumulative from October 1, 2011. In the case of share of Series A Preferred Stock issued after October 1, 2011, but prior to any Dividend Payment Date, dividends shall begin to accrue and be cumulative from the date of issue to the next Dividend Payment Date; provided, however, that if dividends are not paid on any such Dividend Payment Date, then dividends shall accrue and be cumulative from the Dividend Payment Date to the date such dividends have been paid. Dividends paid on shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated on a pro-rata on a share-by-share basis among all such Series A Preferred shares outstanding at the time. The Board of Directors may fix a record date for the determination of holders of the Series A Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty days prior to the date fixed for the payment thereof.

Whenever dividends payable on the Series A Preferred Stock as provided above are in arrears, thereafter and until dividends, including all accrued dividends, on shares of the Series A Preferred Stock outstanding shall have been paid in full or declared and set apart for payment, the Corporation shall not (i) pay dividends on any common stock of the Corporation, or (ii) purchase or otherwise acquire for consideration any share of Series A Preferred Stock, unless required or as otherwise provided.

Page 14

CLEAR TV VENTURES, INC.

(formerly Eco Ventures Group, Inc.)

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

NOVEMBER 31, 2013

Redemption rights

The Company may, at any time and from time to time, after total dividends paid per share equal at least $2.00, redeem all or a portion of the then outstanding shares of the Series A Preferred Stock at the stated value thereof (namely $2.00 per share) plus accrued and unpaid dividends thereon (cumulatively the “Redemption Amount”) by either (i) a check to the Redemption Amount or (ii) such number of shares of common stock of the Corporation as determined by dividing the “market value” as calculated of such common stock as of the date set by the Company for such redemption, into the Redemption Amount.

Liquidation rights

Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, then the holders of the Series A Preferred Stock shall not be entitled to receive any amounts with respect to their shares of Series A Preferred Stock until payment in full has been made to the holders of the Corporation’s Series B Preferred Stock and Senior Convertible Preferred Stock of amounts which such holders may be entitled to receive upon liquidation. After such payments have been made in full to the Holders of the Company’s Series B Preferred Stock and Senior Convertible Preferred Stock and prior to any payments upon liquidation being made to the holders of the common stock of the Corporation, the holders of the Series A Preferred Stock shall be entitled to receive an amount per share equal to $1,000.00 (the “Series A Liquidation Amount”). The Series A Liquidation Amount shall be paid pari-passu with any payments upon liquidation to holders of any other class preferred stock of the Corporation. If the assets of the Corporation are insufficient to pay to the holders of the Series A Preferred Stock the full amount of the Series A Liquidation Amount to which they shall be entitled, then any amounts to be distributed to the holders of the Series A Preferred Stock shall be distributed pro rata to such holders.

Conversion rights

Subsequent to July 1, 2012, each share of Series A Preferred Stock shall be convertible at the option of the holder thereof (except as prohibited by law), in full or in part, based on the number of shares of Series A preferred stock to be converted, multiplied by the Series A issue price ($2.00 per share), plus any cumulative and unpaid dividends divided by the Series A conversion price in effect at the time of the conversion.

As per the subscription agreement for 5,000 preferred stock Series A issued, each Series A shares will be converted into one share of the Company’s common stock and one share of Raptor Technology Group, Inc.

As of November 30, 2013 and August 31, 2013, there were 5,000 Series A Cumulative Convertible Preferred Stock issued and outstanding.

Page 15

CLEAR TV VENTURES, INC.

(formerly Eco Ventures Group, Inc.)

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

NOVEMBER 31, 2013

Series B Cumulative Convertible Preferred Stock ("Series B")

In September 2011, the Company designated 407,686 shares as Series B Cumulative Convertible Preferred stock.

Voting rights

a)	The Company shall not, without the affirmative consent of the holders of seventy-five percent of the Series B Preferred Stock, in any manner alter or change the designations, or the powers, preferences, rights, qualifications, limitations, or restrictions or increase the number of authorized shares of the Series B Preferred Stock in any manner.
b)	Except as provided below, the holders of the Series B Preferred Stock shall not have any right to vote their Series B Preferred Stock in any manner.
c)	Notwithstanding the provisions above, on all matters coming before the holders of preferred stock of the Company, as a class, or coming before the holders of the Series B Preferred Stock of the Company, as a class, the holders of the Series B Preferred Stock shall have the right to vote their Series B Preferred Stock with each such share of stock being entitled to one (1) vote on any or all such matters.

Dividends

In each year the holders of the Series B Preferred Stock shall be entitled to receive when and as declared by the Board of Directors of the Corporation, out of funds legally available for that purpose, an annual dividend in an amount equal to Eight percent (8%) per annum (that is, $0.20 per share on an annual basis) payable monthly (the “Dividend Payment Date”), plus a pro-rated Bonus Dividend equal to the amount of the Bonus Dividend Pool on each Dividend Payment Date divided by the number of Shares of Series B Preferred Stock issued and outstanding on each Dividend Payment Date. The Bonus Dividend

Pool shall consist of Twenty percent (20%) of the Company’s adjusted gross revenue for each fiscal year preceding the Dividend Payment Date until such time as the Company has paid a total of $2.50 in dividends per share, after which time the Bonus Dividend Pool shall consist of Five percent (20%) of the Company’s adjusted gross revenue for one (1) additional fiscal year. Adjusted gross revenue is defined as gross revenue less license fees, royalties, and mining expenses, and which are attributable to business operations financed by the proceeds of the sales of Series B Preferred Stock.

In the case of the original issuance of shares of the Series B Preferred Stock, dividends shall begin to accrue and be cumulative from October 1, 2011. In the case of share of Series B Preferred Stock issued after October 1, 2011, but prior to any Dividend Payment Date, dividends shall begin to accrue and be cumulative from the date of issue to the next Dividend Payment Date; provided, however, that if dividends are not paid on any such Dividend Payment Date, then dividends shall accrue and be cumulative from the Dividend Payment Date to the date such dividends have been paid. Dividends paid on shares of Series B Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated on a pro-rata on a share-by-share basis among all such Series B Preferred shares outstanding at the time. The Board of Directors may fix a record date for the determination of holders of the Series B Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty days prior to the date fixed for the payment thereof.

Page 16

CLEAR TV VENTURES, INC.

(formerly Eco Ventures Group, Inc.)

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

NOVEMBER 31, 2013

Whenever dividends payable on the Series B Preferred Stock as provided above are in arrears, thereafter and until dividends, including all accrued dividends, on shares of the Series B Preferred Stock outstanding shall have been paid in full or declared and set apart for payment, the Corporation shall not (i) pay dividends on any common stock of the Corporation, or (ii) purchase or otherwise acquire for consideration any share of Series B Preferred Stock, unless required or as otherwise provided.

Redemption rights

The Company may, at any time and from time to time, after total dividends paid per share equal at least $2.50, redeem all or a portion of the then outstanding shares of the Series B Preferred Stock at the stated value thereof (namely $2.50 per share) plus accrued and unpaid dividends thereon (cumulatively the “Redemption Amount”) by either (i) a check to the Redemption Amount or (ii) such number of shares of common stock of the Corporation as determined by dividing the “market value” as calculated of such common stock as of the date set by the Company for such redemption, into the Redemption Amount.

Liquidation rights

Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, then the holders of the Series A Preferred Stock shall not be entitled to receive any amounts with respect to their shares of Series A Preferred Stock until payment in full has been made to the holders of the Corporation’s Series B Preferred Stock of amounts which such holders may be entitled to receive upon liquidation. After such payments have been made in full to the Holders of the Company’s Series B Preferred Stock and prior to any payments upon liquidation being made to the holders of the common stock of the Corporation, the holders of the Series B Preferred Stock shall be entitled to receive an amount per share equal to $2.50 (the “Series B Liquidation Amount”). The Series B Liquidation Amount shall be paid pari-passu with any payments upon liquidation to holders of any other class preferred stock of the Corporation. If the assets of the Corporation are insufficient to pay to the holders of the Series B Preferred Stock the full amount of the Series B Liquidation Amount to which they shall be entitled, then any amounts to be distributed to the holders of the Series B Preferred Stock shall be distributed pro rata to such holders.

Conversion rights

Subsequent to one (1) year from the date of issuance, each share of Series B Preferred Stock shall be convertible at the option of the holder thereof (except as prohibited by law), in full or in part, into one point nine two (1.92) shares of fully paid and non-assessable shares of common stock of the Company provided.

As of November 30, 2013 and August 31, 2013, there were 1,333 Series B Cumulative Preferred Stock issued and outstanding.

Common stock

The Company is authorized to issue 50,000,000 shares of $0.001 par value common stock as of November 30, 2013. As of November 30, 2013 and August 31, 2013 there were 2,636,170 shares of the Company's common stock were issued and 563,170 shares of the Company's common stock were outstanding.

Page 17

CLEAR TV VENTURES, INC.

(formerly Eco Ventures Group, Inc.)

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

NOVEMBER 31, 2013

On May 25, 2012 the shareholders and the board of directors of the Company approved a one (1) share for every forty (40) share reverse stock split. The reverse stock split had a record date of May 29, 2012 and an effective date of July 11, 2012. On July 18, 2013, EVG declared a 15-for-1 reverse split for all of its common and preferred stock. All per share amounts in these unaudited condensed consolidated financial statements and accompanying notes have been retroactively adjusted to the earliest period presented for the effect of this reverse stock split.

On November 1, 2012 and November 21, 2012 the Company issued a total of 2,857 shares of its authorized but unissued capital in restricted common stock. This was in consideration for Mr. Schneider purchasing the shares at a price of $5.25 per share through a subscription agreement.

On November 1, 2012 and November 21, 2012 the Company issued a total of 2,857 shares of its authorized but unissued capital in restricted common stock. This was in consideration for Mr. Bhatia purchasing the shares at a price of $5.25 per share through a subscription agreement.

On November 21, 2012, the Company issued 16,667 shares of its authorized but unissued capital in restricted common stock. This was in consideration for services rendered and was valued at $3.45, closing market price on November 21, 2012.

In addition, as per employment agreement with Mark Cox, upon completion of 60 days review period, the Company will subsequently issue 8,333 shares of its common stock and charged to operation as stock based compensation of $37,500 valued at $4.50 per share during the year ended August 31, 2013. As of the date of filing of this report, the shares are not issued.

As a condition to Mutual Release Agreement with Paul Smith, ex-President and Chief Financial Officer of the Company, dated September 10, 2012 the Company will subsequently issue 20,000 restricted shares and charged to operation as stock based compensation of $165,000 valued at $8.25 per share during the quarter ended November 30, 2012. Also, the remaining 2,111 restricted stock were vested immediately on the date of agreement which will be issued subsequently and charged to operation as stock based compensation of $17,422 valued at $8.25 per share during the year ended August 31, 2013. As of the date of filing of this report, the shares are not issued.

As per employment agreement, the Company charged to operation as a stock based compensation of $2,274 fair value of 1,055 of shares of its restricted stock to Randall Lanham, the Chief Executive Officer of the Company, for the year ended August 31, 2013. As of the date of filing of this report, the shares are not issued. During the quarter ended November 30, 2013, Mr. Lanham cancelled the option grants.

NOTE 8 - STOCK OPTIONS

On July 26, 2011, the 2011 Incentive Stock Option Plan (the “2011 Plan”) which provides incentive stock and non-statutory options to be granted to select employees, directors and consultants of the Company was approved by the Board of Directors and reserved 44,444 shares of the Company’s common stock for the 2011 Plan.

As of November 30, 2013, the Company has not granted any stock options under the 2011 Plan.

Page 18

CLEAR TV VENTURES , INC.

(formerly Eco Ventures Group, Inc.)

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

NOVEMBER 31, 2013

NOTE 9 - RELATED PARTY TRANSACTIONS

The Company’s current officers and shareholders have advanced funds to the Company for travel related and working capital purposes. No formal repayment terms or arrangements existed. There were $294,656 and $290,506 advances due at November 30, 2013 and August 31, 2013, respectively.

As described in Note 6 above, from November 9, 2010 (date of inception) through August 31, 2011, the Company issued two notes in the aggregate amount of $265,474 and during the year ended August 31, 2012, the Company issued six notes in the aggregate of $138,026 to the non-controlling interest shareholders of Eco Ventures – Florida. The notes bear an 8% per annum interest rate, unsecured and are due on demand. The Company charged interest expense of $2,753 and $2,240 during the three months ended November 31, 2013 and 2012, respectively.

In November 2013, the Company’s president paid $4,150 to the Company’s outside accountant on an outstanding balance due him by the Company.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Reorganization Agreement and Deal Flow Agreement

On July 30, 2012, the Board of Directors of Eco Ventures Group, Inc. (OTCBB: EVGI) (the "Company") ratified a definitive "Reorganization Agreement" ("the Agreement") between the Company and Energiepark Supitz GmbH ("Energiepark") whereby the Company will acquire 75% of the Shares of Energiepark in exchange for Shares of the Company which, upon issuance, will constitute 30% of the issued and outstanding Shares of Common Stock of the Company ("the Acquisition Shares"), and cash consideration of $3,000,000. The Company has the option to acquire the remaining 25% of the Shares of Energiepark at a price which will be equal to 25% of the net value of the combined companies, as defined in the Agreement. The Agreement was signed and notarized by Energiepark, in accordance with German law, on August 1, 2012. The terms of the agreement were never met and the agreement was terminated.

Page 19

CLEAR TV VENTURES , INC.

(formerly Eco Ventures Group, Inc.)

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

NOVEMBER 31, 2013

Employment Agreements

Mark Cox. In August, 2012, the Board of Directors (the “Board”) of Eco Ventures Group, Inc. (the “Company”) elected Mark Cox as the Company’s President. The Company entered into an Executive Employment Agreement (the “Agreement”) with Mr. Cox. Pursuant to this Agreement, the Company shall pay Mr. Cox an annual salary at the rate of $150,000 a year during the Employment Period; however Mr. Cox will forgo 100% of his salary until the Company receives a significant portion of its financing to expand its operations and execute its business plan. In addition, the Company issued to Mr. Cox one hundred and twenty thousand (8,333) shares of its “restricted stock” valued at $14.70 per share and charged to operations as a stock based compensation of $122,500 during the year ended August 31, 2012. Mr. Cox shall receive an additional one hundred and twenty thousand (8,333) shares upon successful completion of his sixty (60) day review. Upon successful completion of a one and twenty (120) day review period, the Company shall also award an additional 3.333 shares of its "restricted stock" for each month that Mr. Cox remains in the employ of the Company, up to a maximum of twenty-four (24) months. The amended agreement dated September 10, 2012 state the effective date of appointment as September 10, 2012 but the stock award of 8,333 restricted shares shall remain earned as of August 7, 2012 and other term to be remain as same. Effective June 30, 2013, Mark Cox has resigned his position as an officer of the Company.

Randall Lanham. The Company entered into an employment contract on July 1, 2011 with Mr. Lanham as Chief Executive Officer for a period of 3 years at an annual salary of $300,000. Mr. Lanham will however forgo 50% of his salary until the Company receives a significant portion of its financing to expand its operations and execute its business plan. Mr. Lanham is entitled to an annual bonus to equal to 1% of the Company’s EBITA for each fiscal year during the Employment Period but not to exceed $500,000. Mr. Lanham received 47,500 shares of the Company’s common stock in conjunction with the reverse merger transaction. The Company shall award an additional 1,319 shares of its "restricted stock" for each month that Mr. Lanham remains in the employ of the Company, up to a maximum of thirty-six (36) months. During the quarter ended November 2013, the options granted to Mr. Lanham were forfeited.

Paul Smith. The Company entered into an employment contract on July 1, 2011 with Mr. Smith as our President and Chief Financial Officer for a period of 3 years at an annual salary of $300,000. Mr. Smith will however forgo 50% of his salary until the Company receives a significant portion of its financing to expand its operations and execute its business plan. Mr. Smith is entitled to an annual bonus to equal to 1% of the Company’s EBITA for each fiscal year during the Employment Period but not to exceed $500,000. Mr. Smith received 3,167 shares of the Company’s common stock in conjunction with the reverse merger transaction. The Company shall award an additional 88 shares of its "restricted stock" for each month that Mr. Smith remains in the employ of the Company, up to a maximum of thirty-six (36) months. On September 10, 2012, the Board of Directors (the “Board”) of Eco Ventures Group, Inc. (the “Company”) accepted the resignation of Paul Smith as President.

Page 20

CLEAR TV VENTURES, INC.

(formerly Eco Ventures Group, Inc.)

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

NOVEMBER 31, 2013

Joint Venture Agreements

On April 28, 2011, the Company entered into a joint venture agreement for the purpose of acquiring fifty percent (50%) ownership of certain intellectual property. In exchange for the fifty percent ownership, the Company is obligated to provide funding to build a facility to process mineral tailing with production of 2,000 tons per year. Each party of the joint venture shall share in the gross proceeds on a fifty/fifty basis; gross proceeds is total sales less amounts due tailing/mineralized waste provider and operating costs estimated at $2,000 per ton.

In conjunction with the Joint Venture Agreement, the Company issued an aggregate of 125,000 shares of its common stock to consultants for services rendered as compensation with a fair value of $100,000, which were recorded in the operations during the year ended August 31, 2011. In addition, each member of the joint venture shall be entitled to one board seat on the other's board of directors.

The joint venture was terminated as of August 31, 2013.

Operating Lease Commitments

The Company's initial headquarters, operations and manufacturing facilities are located at 7432 State Road 50, Suite 101, Groveland, FL, in a light-industrial complex 25 miles west of Orlando, FL . The Company has leased an office / warehouse complex with a large warehouse facility for its planned Mineral Recovery Operation and Bio-Diesel Operation. The Company has since moved out of the facilities and is no longer leasing the facilities. The properties were sold and all debts and rents due were forgiven.

Litigation

The Company is subject at times to other legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. There was no outstanding litigation as of November 30, 2013.

NOTE 11 - NON CONTROLLING INTEREST

The remaining 30% ownership of Eco Ventures - Florida is recorded as Non-Controlling interest in the unaudited condensed consolidated financial statements.

A reconciliation of the non-controlling loss attributable to the Company:

Page 21

CLEAR TV VENTURES, INC.

(formerly Eco Ventures Group, Inc.)

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

NOVEMBER 31, 2013

Net loss Attributable to the Company and transfers (to) from non-controlling interest for the three months ended November 30, 2013:

Net loss	$	-

Average Non-controlling interest percentage		30.0	%

Net loss attributable to the non-controlling interest	$	-

The following table summarizes the changes in Non-Controlling Interest from November 9, 2010 (date of inception) through November 30, 2013.


Balance, November 9, 2010 (date of inception)	$	-
Non-controlling interest portion of contributed capital		188,325
Net loss attributable to the non-controlling interest		(163,652	)
Balance, August 31, 2011		24,673

Net loss attributable to the non-controlling interest		(940,725	)
Balance, August 31, 2012	$	(916,052	)

Net loss attributable to the non-controlling interest		(461,505	)
Balance, August 31, 2013	$	(1,377,557	)
Net loss attributable to the non-controlling interest		-
Balance, November 30, 2013	$	(1,377,557	)

Page 22

CLEAR TV VENTURES, INC.

(formerly Eco Ventures Group, Inc.)

(a development stage company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

NOVEMBER 31, 2013

NOTE 12 - SUBSEQUENT EVENTS

Both our CUSIP number and our trading symbol for common stock which trades on the OTCQB Tier of the OTC Markets, Inc. will change as a result of the name change. The Company is in the process of submitting the notification and certain other information to the Financial Information Regulatory Association, Inc. (“FINRA”) to process the name change.

Page 23

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

Forward-Looking Statements

This Management's Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect Management's current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to Management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing for materials, and competition.

Introduction and Plan of Operation

The following discussion updates our plan of operation for the 2014 Fiscal Year. The discussion also summarizes the results of our operations for the three month ended November 30, 2013 and the period from November 9, 2010 (date of inception) through November 30, 2013.

Company Background

We were incorporated on April 5, 2002 under the laws of the State of Nevada as “Aztek Ventures Inc.” Effective November 13, 2007, we filed a Certificate of Amendment to our Articles of Incorporation to change our name from “Aztek Ventures Inc.” to “Genesis Uranium Corp.” Effective April 21, 2008, we amended our Articles of Incorporation to change our name from “Genesis Uranium Corp.” to “Vault Technology Inc.” to reflect the change in our business focus beyond solely that of uranium exploration. Effective July 10, 2009, we filed a Certificate of Amendment to our Articles of Incorporation to change our name from “Vault Technology, Inc.” to “Modern Renewable Technologies, Inc.” (“Modern”). On May 27, 2011, Modern, merged with Eco Ventures Group, Inc., as discussed below. On July 18, 2013, the Company declared a 15-for-1 reverse stock split for all of its common and preferred stock. All references herein to the number of shares outstanding and per-share amounts have been retroactively restated to reflect this reverse stock split. The Board of Directors of Eco Ventures, Inc. (the “Company”) has approved a change of its name to Clear TV Ventures, Inc. effective at the close of business on July 25, 2013.

Merger with Eco Ventures Group, Inc.

On May 27, 2011, Modern, merged with Eco Ventures Group, Inc., (“Eco Ventures- Florida”) a privately held company formed on November 9, 2010 (date of inception) under the laws of the State of Florida (the “Merger Agreement” or the “Merger”). Under the terms of the Merger Agreement, shareholders of Eco Ventures - Florida exchanged an aggregate of seventy percent (70%) of Eco Ventures – Florida’s issued and outstanding capital stock in exchange for 102,500 (including 8,333 shares issued to consultants and 6,333 shares issued to officers) restricted shares of Modern’s authorized but unissued capital stock. As a condition to the Merger Agreement, 28,144 shares of Modern is to be issued to the Holders of the Registrant’s outstanding convertible debentures. The Merger was consummated on June 1, 2011.

Page 24

In connection with the Merger, Modern changed its name to Eco Ventures Group, Inc. (“Eco Ventures – Nevada” or the “Registrant”). The transaction has been accounted for in substance as a reverse acquisition of the Registrant by Eco Ventures – Florida since the stockholders of Eco Ventures – Florida owned a majority of the Registrant’s voting power immediately following the Merger Transaction and Eco Ventures – Florida’s management has assumed operational, management and governance control. For accounting purposes, Eco Ventures – Florida shall be the accounting acquirer and or the surviving entity. Accordingly, the historical financial statements are those of Eco Ventures – Florida, the accounting acquirer, immediately following the consummation of the reverse merger.

Company business:

During the two years ended August 31 2013, we operated as Eco Ventures Group, Inc. (“EVG”). Our focus during these two years and through June 24, 2014 was on the production of advanced biodiesel from recovered cooking oils and oil rich plants. One of divisions specialized in the extraction of precious metals from ore bodies and reclaimed mine tailings. We never generated any revenue during the period we operated as Eco Ventures Group, Inc.

The Company’s business operations and facilities through March 31, 2013 was located in Groveland, FL. In 2011 EVG entered into to an exclusive strategic joint venture with Raptor Technology Group, Inc. of Groveland, FL to commercialize patent pending and proprietary technologies in the fields of efficient precious metals recovery. EVG and Raptor have completed construction of a 5,000 concentrated ton per year mineral recovery facility. However, the extraction process was determined to be not economically viable and the Company decided to suspend operations on its mineral extraction division and began focuses its efforts on the Eco Energy Group division.

EVG also entered into an agreement for Raptor to build a biodiesel facility in Groveland utilizing their technology and knowhow. This technology makes use of a lower cost feedstock than the current industry standard. EVG is in the process of bringing these biodiesel production technologies to market. The Company was not able to bring the technology to market and on March 31, 2013, with the consent of its landlord, abandoned the facilities.

Our principal offices are located at 28562 Oso Parkway, Unit D, Rancho Santa Margarita, CA 92688, and our telephone number is (949) 858-5836. Our common stock is quoted on the OTC Bulletin Board System under the symbol “EVGI.” We currently do not have a corporate website.

Employees

There is only one person employed by our Company on a full-time basis as of November 30, 2013, Randall Lanham, our Chief Executive Officer, President and CFO. Additional technological experts provide services to the Company as independent contractors on a project basis.

Plan of Operations

We are presently in the development stage of our planned business and have not earned any revenues for the period from November 9, 2010 (date of inception) through November 30, 2013.

Recent Activities:

From September 1, 2011 through August 31, 2013, we experienced the negative effects of the financial markets upheaval, which made capital acquisition extremely difficult. Due to our lack of funding and resources, we have been dormant since August 31, 2013. On June 26, 2014, we became Petlife Pharmaceuticals, Inc. It is our intention to acquire Petlife Corporation.

Petlife Corporation (“Petlife”) is a registered US Veterinary Pharmaceutical company, incorporated in 2012 as a subsidiary of Medolife International, Inc. If we do acquire of Petlife and obtain the necessary funding, we plan to market Petlife’s primary product under the name of Escozine for Pets, which now accessible through the company’s website (www.USPetlife.com). It is intent that Escozine for Pets will be registered and distributed globally; We also plan to market Escozine for Pets through direct online marketing.

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Petlife’s primary goal is to bring its scientifically proven, potentiated bioactive medication and Nutraceuticals to the world of veterinary oncology, with the ultimate goal of extending the life of pets with cancer and improving their quality of life. In the process of achieving these objectives, Petlife will transition into a world renowned, professionally respected veterinary pharmaceutical company that will create new industry standards as well as being profitable and innovative.

Results of Operations

For the three months ended November 30, 2013 as compared to the three months ended November 30, 2012

Net Loss

We incurred a net loss of $500 for the three month period ended November 30, 2013 as compared to $449,722 for the three month period ended November 30, 2012. We incurred a net loss of $5,516,384 for the period from November 9, 2010 (date of inception) through November 30, 2013.

Operating expenses

For the three months ended November 30, 2013, total operating costs were $500 as compared to $459,782 for the three months ended November 30, 2012. General and administrative costs for the three months ended November 30, 2013 consisted of professional fees. General and administrative costs for the three months ended November 30, 2012 were primarily comprised of costs associated with starting operations and related salaries, overhead and travel expenses.

Gain on forgiveness of debt

For the three months ended November 30, 2013, we recorded a gain on forgiveness of debt of $nil as compared to $12,300 for the three months ended November 30, 2012.

Interest expense

For the three months ended November 30, 2013, we incurred $2,753 in interest expense as compared to $2,240 for the three months ended November 30, 2012 on demand notes issued in settlement of expenses paid on the Company's behalf and working capital provided.

Liquidity and Capital Resources

Since November 9, 2010 (date of inception), we have been in the development stage and have to date received no revenue from the extraction of gold or other precious metals or other business operations, we have relied on funds received in connection with our equity and debt offerings to finance our ongoing operations. We have experienced net losses since inception, and we expect we will continue to incur losses for the next year. As of the date of this filing, we do not have any available external source of funds. We require additional capital in the near term to maintain our current operations. Although we are actively seeking additional equity and debt financing, such financing may not be available on acceptable terms, if at all.

Our unaudited condensed consolidated financial statements have been prepared assuming that we will continue as a going concern. Since our inception on November 9, 2010, we have not generated revenue and have incurred net losses. We have a deficit accumulated during the development stage of $4,281,203 for the period from November 9, 2010 (date of inception) through November 30, 2013. Accordingly, we have not generated cash flow from operations and have primarily relied upon loans from officers, promissory notes and advances from related parties, and equity financing to fund our operations. These conditions as indicated in the report of our Independent Registered Public Accounting Firm dated July 21,2014 on our consolidated financial statements for the period from November 9, 2010 (date of inception) through August 31, 2013, which included an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern.

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We currently have $nil cash on hand. Accordingly, we do not have sufficient cash resources or current assets to pay our obligations, and we have met many of our past obligations through the issuance of our common stock to our employees, consultants and advisors as payment for goods and services. Considering the foregoing, we are dependent on additional financing to continue our operations and exploration efforts and, if warranted, to further develop and expand our precious metals extraction operations. Our significant capital requirements for the foreseeable future include development and operational costs, and our corporate overhead expenses.

We are actively seeking additional equity or debt financing. However, there can be no assurance that funds required during the next twelve months or thereafter will be available from external sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force us to substantially curtail or cease operations and would, therefore, have a material adverse effect on our business. Further, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significantly dilutive effect on our existing shareholders. All of these factors have been exacerbated by the extremely unsettled credit and capital markets presently existing.

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a development stage entity, has not established any sources of revenue to cover its operating expenses from November 9, 2010 (date of inception) through November 30, 2013. In addition, the Company has incurred deficit accumulated during development stage of $4,281,203, used $678,267 in cash for operating activities since inception and had a negative working capital (current liabilities exceeded current assets) of $676,734 as of November 30, 2013. The Company will engage in very limited activities without incurring any significant liabilities that must be satisfied in cash until a source of funding is secured. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue existence is dependent upon commencing its planned operations, management’s ability to develop and achieve profitable operations and/or upon obtaining additional financing to carry out its planned business. The Company intends to fund its business development, acquisition endeavors and operations through equity and debt financing arrangements.

There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all. In the event the Company is unable to continue as a going concern, it may elect or be required to seek protection from its creditors by filing a voluntary petition in bankruptcy or may be subject to an involuntary petition in bankruptcy. To date, management has not considered this alternative, nor does management view it as a likely occurrence.

The accompanying unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. A summary of the critical accounting policies and the judgments that we make in the application of those policies is presented in Note 1 to our unaudited condensed consolidated financial statements.

Our unaudited condensed consolidated financial statements are based on the selection of accounting policies and the application of accounting estimates, some of which require management to make significant assumptions. Actual results could differ materially from the estimated amounts. The following accounting policy is critical to understanding and evaluating our reported financial results:

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Development Stage Company

The Company is considered to be a development stage entity, as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915.

Going Concern

The unaudited condensed consolidated financial statements have been prepared on the going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of operations. If we were not to continue as a going concern, we would likely not be able to realize on our assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the consolidated financial statements. There can be no assurances that we will be successful in generating additional cash from equity or other sources to be used for operations. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

Principles of Consolidation

The remaining 30% ownership of Eco Ventures – Florida as of November 30, 2013 is recorded as non-controlling interest in the unaudited condensed consolidated financial statements.

Revenue Recognition

The Company will recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arraignments (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing 605-25 on the Company's financial position and results of operations was not significant.

Stock-Based Compensation

We utilize the Black-Scholes option-pricing model to determine fair value of options and warrants granted as stock-based compensation, which requires us to make judgments relating to the inputs required to be included in the model. In this regard, the expected volatility is based on the historical price volatility of the Company’s common stock. The dividend yield represents the Company’s anticipated cash dividend on common stock over the expected life of the stock options. The U.S. Treasury bill rate for the expected life of the stock options is utilized to determine the risk-free interest rate. The expected term of stock options represents the period of time the stock options granted are expected to be outstanding.

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Recent Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's unaudited condensed consolidated financial position, results of operations or cash flows.

Inflation

We believe that inflation has not had, and is not expected to have, a material effect on our operations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Climate Change

We believe that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of November 30, 2013, under the supervision and with the participation of our Chief Executive Officer (Principal Executive Officer), and Chief Financial Officer (Principal Financial Officer), management has evaluated the effectiveness of the design and operations of the Company’s disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of November 30, 2013 as a result of the material weakness in internal control over financial reporting discussed below.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Our Chief Executive Officer and President/Chief Financial Officer conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”).

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of November 30, 2013. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of November 30, 2013. Our Chief Executive Officer and President/Chief Financial Officer concluded we have a material weakness due to lack of segregation of duties and a limited corporate governance structure.

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Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our internal control system. Therefore while there are some compensating controls in place, it is difficult to ensure effective segregation of accounting and financial reporting duties. Management reported a material weakness resulting from the combination of the following significant deficiencies:

●	Lack of segregation of duties in certain accounting and financial reporting processes including the approval and execution of disbursements;

●

The Company’s corporate governance responsibilities are performed by the Board of Directors; we do not have independent Board of Directors, we do not have an audit committee or compensation committee. Because our Board of Directors only meets periodically throughout the year, several of our corporate governance functions are not performed concurrent (or timely) with the underlying transaction, evaluation, or recordation of the transaction.

While we strive to segregate duties as much as practicable, there is an insufficient volume of transactions at this point in time to justify additional full time staff. We believe that this is typical in most exploration stage companies. We may not be able to fully remediate the material weakness until we commence mining operations at which time we would expect to hire more staff. We will continue to monitor and assess the costs and benefits of additional staffing.

In light of the above material weakness, we performed additional analyses and procedures in order to conclude that our unaudited condensed consolidated financial statements for the three month period ended November 30, 2013 included in this Quarterly Report on Form 10-Q were fairly stated in accordance with US GAAP. Accordingly, management believes that despite our material weaknesses, our unaudited condensed consolidated financial statements for the three and nine month periods ended November 30, 2013 are fairly stated, in all material respects, in accordance with US GAAP.

Changes in Internal Control over Financial Reporting

There were no changes in internal control over financial reporting that occurred during the last fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Not required by smaller reporting companies.

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

No issuance during the quarter ended November 30, 2013.

Item 3. Defaults Upon Senior Securities.

None.

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Item 4. Mine Safety Disclosures.

None

Item 5. Other Information.

None.

Item 6. Exhibits

The following exhibits are filed as part of this quarterly report on Form 10-Q:

Exhibit Number		Description

31.1		Certification by the Chief Executive Officer of Competitive Technologies, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

31.2		Certification by the Chief Financial Officer of Competitive Technologies, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

32.1		Certification by the Chief Executive Officer of Competitive Technologies, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

32.2		Certification by the Chief Financial Officer of Competitive Technologies, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Schema

101.CAL		XBRL Taxonomy Calculation Linkbase

101.DEF		XBRL Taxonomy Definition Linkbase

101.LAB		XBRL Taxonomy Label Linkbase

101.PRE		XBRL Taxonomy Presentation Linkbase

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SIGNATURES

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


Dated: August 4, 2014	CLEAR TV VENTURES, INC.
	(the registrant)

	By:	/s/ Randall Lanham
	Randall Lanham
	Chief Executive Officer

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Attached files

PetLife Pharmaceuticals, Inc. Reports

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