Attached files
file | filename |
---|---|
EXCEL - IDEA: XBRL DOCUMENT - Immunoclin Corp | Financial_Report.xls |
EX-31.2 - EXHIBIT 31.2 - Immunoclin Corp | exhibit312.htm |
EX-10.1 - EXHIBIT 10.1 - Immunoclin Corp | exhibit101.htm |
EX-32.2 - EXHIBIT 32.2 - Immunoclin Corp | exhibit322.htm |
EX-10.3 - EXHIBIT 10.3 - Immunoclin Corp | exhibit103.htm |
EX-32.1 - EXHIBIT 32.1 - Immunoclin Corp | exhibit321.htm |
EX-10.2 - EXHIBIT 10.2 - Immunoclin Corp | exhibit102.htm |
EX-31.1 - EXHIBIT 31.1 - Immunoclin Corp | exhibit311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: October 31, 2014
□ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from _________ to _________
Commission File Number: 000-54738
IMMUNOCLIN CORPORATION
(Name of Small Business Issuer in its charter)
Nevada | 32-0337695 |
(state or other jurisdiction of incorporation or organization) | (I.R.S. Employer I.D. No.) |
|
|
1800 Wyoming Avenue NW 3rd Floor Washington, DC | 20009 |
(Address of principal executive offices) | (Zip Code) |
1-888-267-1175
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No □
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 þ No □
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer □ Accelerated filer □
Non-accelerated filer □ Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes □ No þ
Number of common shares outstanding at December 22, 2014: 28,831,154
IMMUNOCLIN CORPORATION
FORM 10-Q
For the Period Ended October 31, 2014
TABLE OF CONTENTS
| |
PART I FINANCIAL INFORMATION | |
Item 1. Condensed Financial Statement | 3 |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 4 |
Item 3. Quantitative and Qualitative Disclosures about Market Risk | 9 |
Item 4. Controls and Procedures | 9 |
PART II OTHER INFORMATION | |
Item 1. Legal Proceedings | 10 |
Item 1A. Risk Factors | 10 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 10 |
Item 3. Defaults Upon Senior Securities | 10 |
Item 4. Submission of Matters to a Vote of Security Holders | 10 |
Item 5. Other Information | 10 |
Item 6. Exhibits and Certifications | 11 |
2 |
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
IMMUNOCLIN CORPORATION
IMMUNOCLIN CORPORATION
Consolidated Financial Statements
For the Nine months Ended October 31, 2014
(unaudited)
| Page No. |
Consolidated Balance Sheets as at October 31, 2014 and January 31, 2014 | F-1 |
Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended October 31, 2014 and 2013 | F-2 |
Consolidated Statements of Cash Flows for the nine months ended October 31, 2014 and 2013 | F-3 |
Notes to Consolidated Financial Statements | F-4 |
3 |
IMMUNOCLIN CORPORATION
Consolidated Balance Sheets
As of October 31, 2014 and January 31, 2014
| October 31, 2014 $ (Unaudited) |
| January 31, 2014 $ (Audited) |
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
Cash | 145,712 |
| 51,956
|
Accounts receivable | 66,866 |
| 14,309 |
Other receivable | 13,824 |
| 7,745 |
Prepaid expenses | 18,587 |
| |
Current Assets | 244,989 |
| 74,010 |
|
|
|
|
Deposits | 3,000 |
| |
Property and equipment, net (Note 7) | 10,139 |
| 6,241 |
Intangibles, net (Note 8) | 18,639,621 |
| 19,793,466 |
Goodwill | 654,992 |
| 654,992 |
Marketable securities | 838,000 |
| |
|
|
|
|
Total Assets | 20,390,741 |
| 20,528,709 |
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
Accounts payable | 331,458 |
| 177,817 |
Accrued expenses, primarily management fees | 1,315,555 |
| 469,888 |
Deferred revenue | 745,128 |
| |
Due to related parties (Note 4) | 8,433 |
| 2,704 |
Notes payable, related parties (Note 5) | 368,110 |
| 2,062 |
Notes payable, stockholders (Note 5) | 71,697 |
| 72,997 |
Total Current Liabilities | 2,840,381 |
| 725,468 |
|
|
|
|
Commitments and contingencies Note 9 |
|
|
|
|
|
|
|
STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
Preferred stock, $0.001 par value, 9,000,000 shares authorized, |
|
|
|
0 shares issued and outstanding at October 31, 2014 and January 31, 2014 | |
| |
Series A Preferred stock, $0.001 par value, 1,000,000 shares authorized, 1,000,000 shares issued and outstanding at |
|
|
|
October 31, 2014 and January 31, 2014 | 1,000 |
| 1,000 |
Common Stock, $0.001 par value, 290,000,000 shares authorized, |
|
|
|
28,831,154 issued and outstanding October 31, 2014 and 26,503,515 at January 31, 2014 | 28,831 |
| 26,504 |
Prepaid consulting | (4,538,301) |
| (510,329) |
Additional paid-in capital | 42,889,446 |
| 33,164,274 |
Accumulated deficit | (20,772,515) |
| (12,862,769) |
Cumulative translation adjustments | (58,101) |
| (15,439) |
|
|
|
|
Total Stockholders Equity | 17,550,360 |
| 19,803,241 |
|
|
|
|
Total Liabilities and Stockholders Equity | 20,390,741 |
| 20,528,709 |
|
|
|
|
(The accompanying notes are an integral part of these consolidated financial statements)
F-1 |
IMMUNOCLIN CORPORATION
Consolidated Statements of Operations and Comprehensive Income (Loss)
For the three and nine months ended October 31, 2014 and 2013
Three Months Ended October 31, $ Three Months Ended October 31, 2013 $ Nine months Ended October 31, $ Nine months Ended October 31, 2013 $ Revenues 5,000 5,000 Operating Expenses Amortization 376,922 1,153,845 Depreciation 875 719 2,450 1,448 Management and consulting fees 658,729 21,544 1,344,856 193,454 General and administrative 110,091 56,052 310,094 104,785 Loss on settlement of liabilities 5,198,700 5,198,700 Professional fees 12,848 29,378 113,196 44,781 Research and development 72,196 27,605 97,522 Total operating expenses 6,358,165 179,889 8,150,746 441,990 Net Operating Loss (6,353,165) (179,889) (8,145,746) (441,990) Other income (expenses) Interest expense, net (81) (81) R&D tax credits 1,709 1,709 Unrealized gain on marketable securities 236,000 236,000 Total Other Income (Expenses) 236,000 1,628 236,000 1,628 Net Loss (6,117,165) (178,261) (7,909,746) (440,362) Other Comprehensive Income (Loss) Foreign exchange translation adjustment 75,230 16,175 (42,662) (26,228) Total Other Comprehensive Income (Loss) 75,230 16,175 (42,662) (26,228) Net Comprehensive Income (Loss) (6,041,935) (162,086) (7,952,408) (466,590) Net loss per share basic and diluted (0.22) (0.02) (0.30) (0.07) Weighted average shares outstanding basic and diluted 27,896,371 10,361,015 26,930,128 6,278,175
2014
2014
(The accompanying notes are an integral part of these consolidated financial statements)
F-2 |
IMMUNOCLIN CORPORATION
Consolidated Statements of Cash Flows
For the Nine months Ended October 31, 2014 and 2013 2014 $ 2013 $ Operating Activities Net loss for the period (7,909,746) (440,362) Adjustments to reconcile net loss to net cash used in operating activities: Amortization 1,153,845 Depreciation 2,450 1,448 Amortization of prepaid consulting 499,528 194,960 Loss on settlement of liabilities 5,198,700 Unrealized gain on marketable securities (236,000) Foreign exchange translation (42,662) (26,228) Changes in operating assets and liabilities: Accounts receivable (52,557) (11,448) Other receivables (6,079) (4,373) Deposits (3,000) Prepaid expenses (18,587) Accounts payable 244,688 37,320 Accrued expenses, primarily management fees 845,667 166,268 Deferred revenue 143,128 Net Cash Used In Operating Activities (180,625) (82,415) Investing Activities Purchase of property and equipment (6,348) (1,318) Net Cash Used in Investing Activities (6,348) (1,318) Financing Activities Proceeds from related party loans 5,729 Proceeds from notes payable, related party 275,000 Net Cash Provided by Financing Activities 280,729 Change in Cash 93,756 (83,733) Cash Beginning of Period 51,956 167,416 Cash End of Period 145,712 83,683 Supplemental Disclosures Notes payable from legal trust deposit by 3rd party 22,500 2,062 Notes payable from prepaid expenses paid by related party 15,000 Notes payable from accounts payable paid by related party 68,748 Notes payable from accounts payable paid by stockholder 16,312 Cancellation of common stock 93 Common stock issued for prepaid services 4,527,500 700,000 Common stock received for services 602,000 Unrealized gain on marketable securities 236,000 Interest paid Income tax paid
(The accompanying notes are an integral part of these consolidated financial statements)
F-3 |
IMMUNOCLIN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.
Nature of Operations and Continuance of Business
ImmunoClin Corporation (the Company), formerly Pharma Investing News, Inc., was incorporated in the State of Nevada on February 8, 2011.
On December 13, 2013, the Company acquired ImmunoClin Limited (IML), an England and Wales corporation, through a share for share takeover transaction and IML is now a wholly-owned subsidiary. The Company changed both its name to ImmunoClin Corporation and its stock symbol to IMCL in conjunction with this acquisition. The Company works on advanced immunology research and development skill to serve the pharmaceutical, biotechnology and food industries, providing comprehensive, clinical and basic science research expertise at a commercial scale and quality.
Going Concern
These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of October 31, 2014, the Company has minimal revenues, and has a working capital deficit of $2,595,392 and an accumulated deficit of $20,772,515. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Companys future operations. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
2.
Summary of Significant Accounting Policies
A.
Basis of Presentation
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (US GAAP) and are expressed in U.S. dollars.
Interim Financial Reporting
While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with generally accepted accounting principles in the United States of America ("GAAP"). These interim financial statements follow the same accounting policies and methods of application as used in the January 31, 2014 audited financial statements of ImmunoClin Corporation (the Company). All adjustments are of a normal, recurring nature. Interim financial statements and the notes thereto do not contain all of the disclosures normally found in year-end audited financial statements and these Notes to Financial Statements are abbreviated and contain only certain disclosures related to the three and nine month periods ended October 31, 2014 and 2013. It is suggested that these interim financial statements be read in conjunction with the Companys audited financial statements and related notes for the year ended January 31, 2014 included in our Form 10-K/A, filed with the Securities Exchange Commission on July 7, 2014. Operating results for the three and nine months ended October 31, 2014 are not necessarily indicative of the results that can be expected for the year ending January 31, 2015.
The operating results of ImmunoClin Limited (IML), acquired on December 13, 2013, were consolidated with the financial statements of the Company for the three and nine months ended October 31, 2014.
The Company changed the presentation of prepaid stock-based compensation from prepaid expense (current asset) to prepaid consulting (equity).
F-4 |
B. Use of Estimates
The preparation of consolidated financial statements in conformity with generally accepted accounting principles 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined.
C. Basic and Diluted Net Income (Loss) Per Share
Under ASC 260, "Earnings Per Share" ("EPS"), the Company provides for the calculation of basic and diluted earnings per share. Basic EPS includes no dilution and is computed by dividing income or loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution of securities that could share in the earnings or losses of the entity. For the three and nine months ended October 31, 2014 and 2013, basic and diluted loss per share are the same since the calculation of diluted per share amounts would result in an anti-dilutive calculation. The Company had 10,000,000 stock options outstanding at October 31, 2014 with 5,000,000 options vesting on each of November 1, 2014 and November 1, 2015. There were no stock options outstanding at October 31, 2013.
D. Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
E. Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable consists principally of trade receivables, which are recorded at the invoiced amount, net of allowances for doubtful accounts and prompt payment discounts. Trade receivables do not bear interest. The allowance for doubtful accounts represents managements estimate of the amount of probable credit losses in existing accounts receivable, as determined from a review of past due balances and other specific account data. Account balances are written off against the allowance when management determines the receivable is uncollectible. The Company does not have off-balance sheet credit exposure related to its customers.
F. Prepaid Expense
Prepaid expenses consist of prepaid legal and office rent expenses.
G. Long-Lived Assets
Under ASC Topic 360, Property, Plant, and Equipment, the Company is required to periodically evaluate the carrying value of long-lived assets to be held and used. ASC Topic 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.
The Company is adopting ASU update number 2012-02IntangiblesGoodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment whereby the Company will first assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that an indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, we conclude that it is not more than likely than not that the indefinite-lived intangible asset is impaired, then we are not required to take further action. If the Company concludes otherwise, then we will determine the fair value of the indefinite-lived intangible asset and perform the required quantitative impairment test by comparing the fair value with the carrying amount.
F-5 |
H. Fair Value Measurements
Under ASC Topic 820, the Company discloses the estimated fair values of financial instruments. The carrying amounts reported in the balance sheet for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value.
In accordance with the reporting requirements of ASC Topic 825, Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the consolidated financial statements when the fair value is different than the carrying value of those financial instruments (see Note 3). The estimated fair value of other current assets and current liabilities approximate their carrying amounts due to the relatively short maturity of these instruments. None of these instruments are held for trading purposes.
I. Goodwill and Intangible Assets
Under ASC Topic 350 Intangibles-Goodwill and Other, goodwill is not amortized to expense, but rather is assessed or tested for impairment at least annually. Impairment write-downs are charged to results of operations in the period in which the impairment is determined. If certain events occur which might indicate goodwill has been impaired, the goodwill is tested for impairment when such events occur. Other acquired intangible assets with finite lives, such as acquired R&D and patents, are required to be amortized over the estimated lives. These intangibles are generally amortized using the straight-line method over estimated useful lives.
The Company tests the carrying value of goodwill and indefinite life intangible assets for impairment at least once a year and more frequently if an event or circumstance indicates the asset may be impaired. An impairment loss is recognized if the amount of the assets carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an assets fair value less selling expenses or its value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows (cash generating units).
The Company did not record an impairment loss on goodwill for the nine months ended October 31, 2014 and 2013.
J. Revenue Recognition
Revenues are recognized at the time clinical and laboratory services are completed and delivered pursuant to percentage of completion and/or milestone payments as per contracts with the Companys customers.
The Company has $745,128 in deferred revenue at October 31, 2014 related to unearned revenue for upfront payments and marketable securities the Company received pursuant to its Laboratory Services Agreement with Cannabis Science, Inc. entered into on September 28, 2014.
K. Research and Development Expenses
Under ASC Topic 730 Research and Development, costs are expensed as incurred. These expenses include the costs of our proprietary R&D efforts, as well as costs incurred in connection with certain licensing arrangements. Before a product receives regulatory approval, we record upfront and milestone payments made by us to third parties under licensing arrangements as expense. Upfront payments are recorded when incurred, and milestone payments are recorded when the specific milestone has been achieved. Once a product receives regulatory approval, any milestone payments will be recorded as Identifiable intangible assets, less accumulated amortization and, unless the asset is determined to have an indefinite life, amortization of the payments will be on a straight-line basis over the remaining agreement term or the expected product life cycle, whichever is shorter.
The Company acquired a total of $19,800,000 in R&D intangibles that are being amortized over their estimated useful life of 13 years as described in Note 8 of these Consolidated Financial Statements. All other R&D is expensed as incurred.
L. Income Taxes
Under ASC Topic 740, Income Taxes, the Company in required to account for its income taxes through the establishment of a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carry forwards. Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets and liabilities for book and tax purposes during the year.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carry forwards. A valuation allowance is established to reduce that deferred tax asset if it is "more likely than not" that the related tax benefits will not be realized.
Unfiled Federal Tax Returns: For the years ending January 31, 2014 and 2013, the Company has not filed federal tax returns and may be subject to penalties. The Company estimates that the amount of penalties, if any, will not have a material effect on the results of operations, cash flows or financial position. No provisions have been made in the financial statements for such penalties, if any.
The Company is currently having the returns prepared and file overdue federal tax returns for the years ended January 31, 2014 and 2013, which should be completed by December 2014.
F-6 |
M. Stock-Based Compensation
Under ASC Topic 718, Compensation-Stock Compensation, the Company is required to measure all employee share-based payments, including grants of employee stock options, using a fair-value-based method and the recording of such expense in the statements of operations. The Company has adopted ASC Topic 718 (SFAS 123R) and recognizes stock-based compensation expense using the modified prospective method. As of October 31, 2014 and 2013, the Company had no vested stock options outstanding. Of the 10,000,000 stock options granted on June 18, 2014, 5,000,000 stock options vest on November 1, 2014 and an additional 5,000,000 vest on November 1, 2015.
N. Comprehensive Loss
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of October 31, 2014 and 2013, the Company had foreign exchange translation adjustments of ($42,663) and ($26,228), respectively, which are included in other comprehensive income in the consolidated financial statements.
O. Recent Accounting Pronouncements
During the three and nine months ended October 31, 2014 and through December 22, 2014, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Companys financial statements.
P. Reclassifications
For comparative purposes, certain prior period consolidated financial statements have been reclassified to conform with report classifications of the current year.
3. Fair Value Measurements and Disclosures
ASC Topic 820, Fair Value Measurement, establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.
4.
Related Party Transactions
Loans
On February 7, 2014, Intrinsic Venture Corp. loaned the Company $10,000 via a third-party payment to the Companys attorney Dean Law Corp. in trust.
On February 18, 2014, Intrinsic Capital Corp. loaned ImmunoClin Limited, the Companys wholly owned subsidiary, $100,000.
On March 10, 2014, Intrinsic Capital Corp. loaned the Company $15,000 via a third-party payment to the Companys auditors Sadler, Gibb & Associates, LLC to settle accounts payable.
On April 7, 2014, Intrinsic Capital Corp. loaned the Company $25,000.
On April 30, 2014, Intrinsic Venture Corp. loaned the Company $10,000 via a third-party payment to the Companys attorney Dean Law Corp. in trust.
On June 3, 2014, Intrinsic Capital Corp. loaned ImmunoClin Limited, the Companys wholly owned subsidiary, $100,000
On June 5, 2014, Intrinsic Capital Corp. loaned the Company $7,500 via a third-party payment to the Companys valuator Valuation Research Corporation to settle accounts payable.
F-7 |
On June 30, 2014, $240,000 of the loans made to the Company by Intrinsic Capital Corp. were secured by a non-interest bearing promissory note due upon demand in 12 months.
On July 1, 2014, Intrinsic Capital Corp. loaned the Company $46,248 via a third-party payment to the Companys former auditor Sadler, Gibb & Associates, LLC.
On July 30, 2014, Intrinsic Venture Corp. loaned the Company $50,000.
On August 29, 2014, Intrinsic Venture Corp. loaned the Company $2,300 via a third-party payment to the Companys attorney Dean Law Corp. in trust.
Intrinsic Venture Corp. and Intrinsic Capital Corp. are owned and controlled by the Companys CFO, J. Scott Munro.
During the nine months ended October 31, 2014, the Company recorded the following related party management fees:
Related Party Position Fees Dr. Dorothy Bray CEO/President $ 218,997 J. Scott Munro CFO 209,997 Chad S. Johnson, Esq. COO and General Counsel 144,000 Khadija Benlhassan CSO 159,003 Raymond Dabney Managing Consultant 218,997 $ 950,994
The above table includes management fees paid to/earned by companies beneficially owned by the related parties. Stock options - see Note 6.
5.
Notes Payable
The Company has $71,697 (2014; $72,997) in non-interest bearing, unsecured, promissory notes due upon demand in 12 months to Jagpal Holdings Ltd. A note for $55,145 was due and payable on April 25, 2014 and a note for $17,852 was due and payable on June 1, 2014. The Company is currently negotiating with the note holder to extend the notes.
On August 11, 2014, the Company entered into Debt Settlement Agreement with Jagpal Holdings Ltd. for the settlement of $1,300 in debt payable under an April 25, 2014 promissory note. The Company issued 1,300,000 common shares at $0.001 and recorded a loss on settlement of debt of $5,198,700 in relation to the debt settlement. On August 11, 2014, the Company also entered into a Business Development Service Agreement with Jagpal Holdings Ltd. Pursuant to the Agreement, the consultant has agreed to provide business development services over a five year term with no further consideration other than the aforementioned $5,198,700 loss on settlement of debt to the Company.
The Company has $240,000 (2014: $0) in non-interest bearing, unsecured, promissory notes due on June 20, 2015 to Intrinsic Capital Corp. and $22,062 (2014: $2,062) in non-interest bearing, unsecured, promissory notes with $2,062 due on October 21, 2014 and $20,000 due on October 31, 2015 to Intrinsic Venture Corp. Both companies are owned and controlled by the Companys CFO J. Scott Munro. (see Note 4)
6.
Equity
The Company is authorized to issue 290,000,000 shares of common stock with a par value of $0.001 per share. These shares have full voting rights. There were 28,831,154 and 26,503,515 shares of common stock issued and outstanding as of October 31, 2014 and January 31, 2014, respectively.
The Company is also authorized to issue 1,000,000 shares of Series A preferred stock, with a par value of $0.001 per share. The shares of Series A preferred stock have 51% of the total vote on all shareholder matters and 66-2/3% of the Series A preferred stockholders may make any affirmative vote to amend, alter or repeal and provision of the Articles of Incorporation or the Bylaws of the Company. There were 1,000,000 shares of Series A preferred stock issued and outstanding as of October 31, 2014 and January 31, 2014.
The Company is also authorized to issue 9,000,000 shares of preferred stock. These shares have full voting rights. There were 0 and 0 issued and outstanding as of October 31, 2014 and January 31, 2014, respectively.
On March 20, 2014, Prestige Performance Corp. cancelled 92,361 shares of common stock. The Company recorded $92 as additional paid-in capital, $1 to translation adjustments, and ($93) to common stock for the cancellation.
F-8 |
During the nine months ended October 31, 2014, the Company issued the following common stock:
On April 23, 2014, the Company signed a two-year management consulting agreement with Dr. Marco Kaiser to act as an advisor for molecular biology, genetics, infectious diseases, and DACTELLIGENCE. Dr. Kaiser was issued 10,000 rule 144 restricted shares of common stock with a fair market value of $42,500, or $4.25 per share, in addition to performance bonuses for services rendered under the agreement.
On May 1, 2014, the Company signed a two-year management consulting agreement with Railton Frith to act as an advisor for DACTELLIGENCE. Mr. Frith was issued 10,000 rule 144 restricted shares of common stock with a fair market value of $37,500, or $3.75 per share, in addition to performance bonuses for services rendered under the agreement.
On May 7, 2014, the Company signed a two-year management consulting agreement with Professor Antony Bayer and his affiliates to act as advisors for neurology and aging. Prof. Bayer was issued 10,000 Rule 144 restricted shares of common stock with a fair market value of $37,500, or $3.75 per share, in addition to performance bonuses for services rendered under the agreement.
On May 27, 2014, the Company signed a two-year management consulting agreement with Professor Jean Mariani to act as an advisor for treatments targeting central nervous system diseases and aging. Prof. Mariani was issued 10,000 Rule 144 restricted shares of common stock with a fair market value of $50,000, or $5.00 per share, in addition to performance bonuses for services rendered under the agreement.
On June 1, 2014, the Company signed a two-year management consulting agreement with Dr. Heinz Ellerbrok and his affiliates to act as advisors for infectious diseases and DACTELLIGENCE. Dr. Ellerbrok was issued 10,000 Rule 144 restricted shares of common stock with a fair market value of $48,000, or $4.80 per share, in addition to performance bonuses for services rendered under the agreement.
On June 4, 2014, the Company signed a two-year management consulting agreement with Professor Iwona Wybrańska and her affiliates to act as advisors for nutrigenomics, metabolomics and functional food. Prof. Wybrańska was issued 10,000 Rule 144 restricted shares of common stock with a fair market value of $56,000, or $5.60 per share, in addition to performance bonuses for services rendered under the agreement.
On June 21, 2014, the Company signed a two-year management consulting agreement with Dr. Gundula Piechotta and her affiliates to act as advisors for infectious diseases and DACTELLIGENCE. Dr. Piechotta was issued 10,000 Rule 144 restricted shares of common stock with a fair market value of $56,000, or $5.60 per share, in addition to performance bonuses for services rendered under the agreement.
On August 11, 2014, the Company entered into Debt Settlement Agreement with Jagpal Holdings Ltd. for the settlement of $1,300 in debt payable under an April 25, 2014 promissory note. The Company issued 1,300,000 common shares at $0.001 and recorded a loss on settlement of debt of $5,198,700 in relation to the debt settlement. On August 11, 2014, the Company also entered into a Business Development Service Agreement with Jagpal Holdings Ltd. Pursuant to the Agreement, the consultant has agreed to provide business development services over a five year term with no further consideration other than the aforementioned $5,198,700 loss on settlement of debt to the Company.
On October 16, 2014, the Company entered into a Product Marketing Service Agreement with a consultant to provide nutraceutical product marketing services in exchange for 50,000 S-8 registered free-trading shares of common stock of the Company with a fair market value of $4.00 per share or $200,000.
On October 31, 2014, the Company entered into a Business Development Service Agreement with a consultant to provide business development services for France and Europe in exchange for 1,000,000 Rule 144 restricted shares of common stock of the Company with a fair market value of $4.00 per share or $4,000,000.
Stock Options and Warrants:
On June 18, 2014, a meeting of the Board of Directors with the unanimous consent approved the issuance of 2,000,000 stock options to each management staff of the Company. Each unregistered stock option is exercisable at a price of $1.45 per share and convertible into one common share with expiry five-years from vesting. On June 30, 2014, the Board of Directors signed the resolution to ratify the issuance of the previously approved unregistered stock options. Dr. Dorothy Bray, Chad Johnson, Dr. Khadija Benlhassan, J. Scott Munro, and Raymond Dabney each received 2,000,000 stock options at an exercise price of $1.45 (current market) that expire five-years from vesting. 1,000,000 options vest on each of November 1, 2014 and November 1, 2015. The Black-Scholes calculated fair market value of the stock options is $0.64 per option for a total of $6,407,614.
The Company has no warrants outstanding.
F-9 |
7.
Equipment
Accumulated | Net Book Value | Net Book Value | |||
Cost | Depreciation | October 31, 2014 | January 31, 2014 | ||
Computers | $ 17,463 | $ 7,324 | $ 10,139 | $ 6,241 | |
All equipment is stated at cost. Maintenance and repairs are charged to expense as incurred and the cost of renewals and betterments are capitalized. Depreciation is computed using the straight-line method over the 5 year estimated lives of the related computer equipment.
8.
Intangible Assets
October 31, 2014 | January 31, 2014 | |||||
Patents | $ 200,000 | 200,000 | ||||
Research and development | 19,800,000 | 19,800,000 | ||||
Less accumulated amortization | (1,360,379) | (206,534) | ||||
$18,639,621 | $19,793,466 |
Intangible assets are stated at fair value on the date of purchase less accumulated amortization. Amortization is computed using the straight-line method over the estimated lives of the related assets (13 years for intellectual assets).
On December 13, 2013, the Company acquired the remaining 50% interest in the DACTELLIGENCE patent from one of the inventors for consideration of 100,000 shares of common stock with a fair market value of $200,000 or $2.00 per share.
On December 13, 2013, the Company acquired R&D intangibles in the IML acquisition. An independent valuation firm validated the purchase price for IML to be $20,000,000 consisting of $19,800,000 in intangibles-R&D, 654,992 in goodwill, and ($454,992) in net tangible assets acquired, which was confirmed by a third-party valuator assessment.
The Company will recognize approximately $1,538,462 in intangible amortization expense per year over the next 13 years with intangibles being fully amortized by fiscal 2028.
9.
Commitments and Contingencies
The Company has a 1,668 sq. ft. laboratory facility located in Paris, France at the Centre de Recherche des Cordeliers (CRC). The laboratory has operated under a lease with University of Pierre and Marie Currie (UPMC) in ImmunoClin Limited since 2001. Lease commitments are approximately $38 per square foot or $63,000 per year, plus charges of approximately $4,000. The lease is paid semi-annually on January 1st and June 1st. The Company is under negotiating to terminate and exit its lease with UPMC and moving all of its laboratory and facilities to London, England.
On October 1, 2014, the Company signed a five (5) year lease with London BioScience Innovation Centre (LBIC). The London facilities consist of a business office and laboratory with possession dates of October 1, 2014 and November 1, 2014, respectively. Commitments under the lease are approximately $8,100 (£5,065) per month or $97,000 (£60,775), plus costs (subject to change with fluctuations in GBP to USD conversion rates).
The Company entered into a 2-year lease, with a 2-year renewal option, for a new corporate office in Washington, DC that commenced on August 1, 2014. Commitments under the lease are $2,900 per month, plus shared costs.
The Company has no other commitments or contingencies.
10.
Subsequent Events
On November 24, 2014, Intrinsic Capital Corp, a related party, loaned the Company $15,000 via a third-party wire.
On November 26, 2014, Intrinsic Venture Corp, a related party, loaned the Company $9,125 via a third-party payment to the Companys attorney Dean Law Corporation.
On November 28, 2014, Intrinsic Capital Corp, a related party, loaned the Company $2,000 via a third-party wire and a $25,000 loan via wire to ImmunoClin Limited, a wholly-owned subsidiary of the Company.
On December 12, 2014, Intrinsic Venture Corp, a related party, loaned the Company $4,200 via a third-party wire.
F-10 |
ITEM 2 - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Safe Harbor Statement
This report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are forward-looking statements for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.
These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs, and risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Form 10-Q. The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.
Overview
ImmunoClin Corporation (formerly Pharma Investing News, Inc.) was incorporated in the State of Nevada on February 8, 2011.
On December 13, 2013, the Company acquired ImmunoClin Limited (IML), an England and Wales incorporated company, which is now a wholly-owned subsidiary. The Company changed both its name to ImmunoClin Corporation and its stock symbol to IMCL in conjunction with this acquisition. The Company works on advanced immunology research and development skill to serve the pharmaceutical, biotechnology and food industries, providing comprehensive, clinical and basic science research expertise at a commercial scale and quality.
We have a laboratory in Paris, France at the Centre de Recherche des Cordeliers (CRC) and corporate headquarters in Washington, DC. The Company is currently in the process of relocating to its new laboratory in London, UK that was opened in October 2014.
Research and Development
The Company continues research and development on several products including:
MIRAan intelligent algorithm to analyze the complex multi-variant data (cytokines and cellular markers) to identify people who are at risk of having heart attack. MIRA detects inflammatory factors that contribute to causing or enhancing processes leading to the obstruction of blood flow and ultimately to a cardiovascular event such as a heart attack.
GARDa genetic test for multiple genetic polymorphisms (variants) associated with increased risk of the most common form of dementia: late-onset Alzheimers disease.
PRIMALEUKINcommonly known as interleukin-22 (IL-22), has a unique position as a combined antibacterial, anti-fungal and antiviral agent, harnessing and amplifying the bodys own natural defense against, and recovery from, infection.
DACTELLIGENCEa technology and newly patented concept in bio-sensing with a potential to challenge state-of-the-art detection platforms in multiple diagnostic fields. This technology targets the delivery of pure electronic point-of-care devices capable of rapid detection while simultaneously processing data.
GastroWellBeing (GWB) an immunological food supplement.
4 |
Intellectual Property
The Company has registered patents important to the Companys business. From time to time, the Company may become involved in litigation to protect its intellectual property and defend against the alleged use of third-party intellectual property.
Products
ImmunoClin currently has several prototypes, concepts, and formulations for development of products MIRA, GARD, PRIMALEUKIN, DACTELLIGENCE, and GastroWellBeing. However, no products are currently in production. The Company anticipates completing development of GastroWellBeing by Q4 and commencing sales by Q1 of the fiscal year ending January 31, 2016.
Employees/Consultants
As of the date of this filing, the Company has 4 executive officers, and 1 managing consultant, for a total of 5 staff under management contracts. The Company has 7 consultants under scientific advisor contracts and one administrative assistant. The Company plans to hire additional laboratory and support staff during fiscal 2015.
Scientific Advisors
Mr. Railton Frith
Mr. Frith, as an inventor, led the team of professionals that designed ImmunoClin's DACTELLIGENCE bio-sensing technology. He was a founding member of the pioneering Silicon Valley network company Zynar/Nestar Systems. As an independent technology expert, Mr. Firth has worked for a number of noted banks and financial institutes and has created large-scale high volume information systems for diverse industry leaders in such markets as publishing and clinical institutions.
Professor Antony Bayer, MB, FRCP
Professor Bayer is the Personal Chair, Institute of Primary Care & Public Health, Cardiff University School of Medicine in Cardiff, Wales, UK. He is also the Head of the Geriatric Medicine Section as well as the Director of the Memory team. He is a leading researcher in the area of dementia and has focused research on the clinical care of people with cognitive disorders, with special interest in Alzheimers disease. Prof. Bayer is Editor of the journal 'Reviews in Clinical Gerontology' and holds various Alzheimer's and Aging appointments.
Professor Jean Mariani, MD, PhD
Professor Mariani is a neurobiologist and physician, leading researcher in the area of central nervous system diseases and aging. He is a professor at the Pierre and Marie Curie University (UPMC) in Paris, France, one of the largest and most respected European universities specializing in science and medicine, where he teaches neuroscience and the biology of aging. Prof. Mariani, among many honors, is the director of DHU FAST, a new multi-unit network of excellence conducting research into age related diseases, and of the newly built Charles Foix Institute of Longevity.
Marco Kaiser, PhD
Dr. Kaiser is a key member of GenExpress GmbH, a known German molecular biology company. He studied at the Technical University Berlin in the field of medical biotechnology and completed his doctoral thesis in "Ultra sensitive multiplex diagnostics for emerging pathogens" at the Centre for Biological Threats and Specific Pathogens at the renowned Robert Koch Institute in Berlin, Germany. Dr. Kaiser has a strong background in developing technologies for use in virology and dermatological research, and has authored numerous scientific publications and oral presentations.
5 |
Gundula Piechotta, PhD
Dr. Piechotta is biochemist and researcher for the Fraunhofer Institute for Silicon Technology (ISIT), Germany, one of Europe's most modern research facilities for microelectronics and microsystems technology. Dr. Piechotta is an expert in biotechnical microsystems, including bio-MEMS, microarrays, and other miniaturized and integrated devices for biological and biochemical diagnostics.
Heinz Ellerbrok, PhD
Heinz Ellerbrok, PhD is the deputy head of the Centre for Biological Safety, Robert Koch Institute (RKI), Germany, the central federal institution responsible for disease control and prevention and therefore the central federal reference institution for both applied and response-orientated research as well as for the Public Health Sector. Dr Ellerbrok has long standing experience in virology including development and application of molecular diagnostics as well as applied and basic research on various pathogens, molecular biology and management of national and international research networks.
Professor Iwona Wybrańska, PhD
Professor Wybrańska is the head of the Department of Genetic Diagnostic and Nutrigenomics, and Chair of Clinical Biochemistry, The Jagiellonian University, Medical College, Kraków, Poland. She is an expert in genotype-based personalized nutrition, a concept that links genotyping with specific nutritional advice in order to improve prevention and therapy of nutrition associated chronic diseases.
WHERE YOU CAN GET ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SECs Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. You can obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SECs web site, www.sec.gov
6 |
CONSOLIDATED RESULTS OF OPERATIONS
Working Capital
|
| |||
|
| October 31, $ |
| January 31, 2014 $ |
Current Assets |
| 244,989 |
| 74,010 |
Current Liabilities |
| 2,840,381 |
| 725,468 |
Working Capital Deficit |
| (2,595,392) |
| (651,458) |
Cash Flows
| ||||
|
| Nine months October 31, 2014 $ | Nine months Ended October 31, $ | |
Cash Flows used in Operating Activities |
| (180,625) | (82,415) | |
Cash Flows from Investing Activities |
| (6,348) | (1,318) | |
Cash Flows from Financing Activities |
| 280,729 | ─ | |
Net increase (decrease) in Cash During Year |
| 93,756 | (83,733) |
Operating Revenues
We generated $5,000 in revenues for the three and nine months ended October 31, 2014 and $0 revenues for the three and nine months ended October 31, 2013. The Company had $745,128 and $0 in deferred revenue at October 31, 2014 and 2013, respectively.
For the Three Months Ended October 31, 2014 (2014) as Compared to Three Months Ended October 31, 2013 (2013):
For 2014 and 2013, the Company had revenues of $5,000 and $0, respectively. Revenues are minimal as the Company is primarily focused on internal research and development of its own patents and products.
For 2014, the Company incurred $6,358,165 of operating expenses compared to $179,889 for 2013. This increase is due to the following major changes in operating expenses:
(i)
Amortization increased to $376,922 in 2014 from $0 in 2013. This increase is the result of amortization on R&D and patent intangibles acquired with ImmunoClin Limited on December 13, 2013 for 2014. There were no intangibles to amortize in 2013.
(ii)
Management and consulting fees increased to $658,729 for 2014 compared to $21,544 for 2013, which was the result management and consulting contracts entered at the end of fiscal 2014 and relating stock-based compensation and management fees.
(iii)
General and administrative expenses increased from $56,052 in 2013 to $110,091, representing an increase of $54,039 in 2014. This increase was due to increased operating activity and related G&A expenses in 2014 as compared to 2013.
(iv)
Loss on settlement of liabilities increased from $0 in 2013 to $5,198,700 for 2014. This increase is due to settlement of notes payable for stock in 2014.
(v)
Research and development expenses decreased to $0 in 2014 as compared to $72,196 for 2013. This decrease was due to reduced laboratory and clinical expenditures on supplies and consumables while focusing on service related R&D work that is included in management fees in 2014 as compared to 2013.
For the three months ended October 31, 2014 and 2013, the Company had a loss per share of $0.22 and $0.02, respectively.
7 |
For the Nine months Ended October 31, 2014 (2014) as Compared to the Nine months Ended October 31, 2013 (2013):
For 2014 and 2013, the Company earned $5,000 and $0 revenues, respectively.
For 2014, the Company incurred $8,150,746 of operating expenses compared to $441,990 for 2013. This increase is due to the following major changes in operating expenses:
(vi)
Amortization increased to $1,153,743 in 2014 from $0 in 2013. This increase is the result of amortization on R&D and patent intangibles acquired with ImmunoClin Limited on December 13, 2013 for 2014. There were no intangibles to amortize in 2013.
(vii)
Management and consulting fees increased to $1,344,856 for 2014 compared to $193,454 for 2013, which was the result management and consulting contracts entered at the end of fiscal 2014 and relating stock-based compensation and management fees.
(viii)
General and administrative expenses increased from $104,785 in 2013 to $310,094, representing an increase of $205,309. This increase was due to increased operating activity and related G&A expenses in 2014 as compared to 2013.
(ix)
Research and development expenses decreased to $27,605 in 2014 as compared to $97,522 for 2013, representing a decrease of $69,917. This decrease was due to reduced laboratory and clinical expenditures on supplies and consumables while focusing on service related R&D work that is included in management fees in 2014 as compared to 2013.
For the nine months ended October 31, 2014 and 2013, the Company had a loss per share of $0.30 and $0.07, respectively.
LIQUIDITY AND CAPITAL RESOURCES
As at October 31, 2014, the Company had cash of $145,712 and total assets of $20,390,741 compared with $51,956 in cash and $20,528,709 in total assets at January 31, 2014. The decrease in assets resulted from amortization of intangible assets and decrease in cash used in operating activities, offset by marketable securities of $838,000 at October 31, 2014.
Cash flows from Operating Activities
We used net cash of $180,625 in operating activities for the nine months ended October 31, 2014 compared to using net cash of $82,415 in operating activities for the same period in 2013.
Cash flows from Investing Activities
We used $6,348 in investing activities for the nine months ended October 31, 2014 compared to using net cash of $1,318 in investing activities for the same period in 2013.
Cash flows from Financing Activities
The Company had net cash of $280,729 provided by financing activities for the nine months ended October 31, 2014 compared to $0 in financing activities for the same period in 2013.
Liquidity and Capital Resources
As of October 31, 2014, we had cash and cash equivalents of $145,712 and working capital of ($2,595,392). As of October 31, 2014 our accumulated deficit was $20,772,515.
Inflation
The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.
Off-Balance Sheet Arrangements
As of October 31, 2014, we had no off-balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
8 |
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of October 31, 2014, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.
Changes in Internal Control over Financial Reporting
Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.
9 |
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
ITEM 5. OTHER INFORMATION
None.
10 |
ITEM 6. EXHIBITS
Exhibit | Exhibit |
Number | Description |
10.1 | Business Development Service Agreement |
10.2 | Business Development Service Agreement |
10.3 | Product Marketing Agreement |
31.1 | Certification of the Chief Executive Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | Certification of the Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 | Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2 | Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
EX-101.INS | XBRL Instance Document |
EX-101.SCH | XBRL Taxonomy Extension Schema |
EX-101.CAL | XBRL Taxonomy Extension Calculation Linkbase |
EX-101.LAB | XBRL Taxonomy Extension Label Linkbase |
EX-101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
EX-101.DEF | XBRL Taxonomy Extension Definition Linkbase |
11 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.
IMMUNOCLIN CORPORATION
| |||
Date: December 22, 2014 |
| By: | Dr. Dorothy Bray |
|
|
| Dr. Dorothy Bray |
|
|
| President, Chief Executive |
|
|
| Officer and Director |
|
|
|
|
Date: December 22, 2014 |
| By: | J. Scott Munro |
|
|
| J. Scott Munro |
|
|
| Chief Financial Officer |
|
|
|
|
12 |