UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10–Q

For the quarterly period ended February 28, 2015

or

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

For the transition period from ____________ to ________________

Commission file number: 000-55074

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]  No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate 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 [X] 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 the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one).

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

As of June 10, 2015, there were 4,662,500 shares of the issuer's common stock, par value $0.001, outstanding.

 

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PANTHER BIOTECHNOLOGY, INC

FORM 10-Q

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2015 AND 2014

TABLE OF CONTENTS

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PART I – FINANCIAL INFORMATION

Item 1.                  Financial Statements

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in our Company's Form 10-K, filed with the SEC on June 15, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year ended May 31, 2015.

PANTHER BIOTECHNOLOGY, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2015 AND 2014

(UNAUDITED)

3

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

4

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

5

6

PANTHER BIOTECHNOLOGY, INC.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization and Business Activity

Panther Biotechnology, Inc. (the "Company") was incorporated in the State of Nevada on July 11, 2011.  The Company was originally incorporated as New Era Filing Services Inc., changed its name to NEF Enterprises, Inc. on October 4, 2011 and then changed its name to Panther Biotechnology, Inc. on May 29, 2014.  The Company incorporated a wholly-owned subsidiary, PubCo Reporting Services, Inc., formerly known as New Era Filing Services, Inc., in Florida on November 20, 2012.

The Company's operations to date has been offering Securities Exchange Commission ("SEC") compliance filing services, through its wholly-owned subsidiary. The Company is pursuing the in-licensing of certain technologies so that they may be able to develop those technologies for treatments of patients with cancer and other life threatening diseases. 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Consolidated Financial Statements

The accompanying unaudited interim consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"). and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's latest annual report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited consolidated financial statements for fiscal year 2014, as reported in the Form 10-K, have been omitted.

Basis of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, PubCo Reporting Services, Inc. All significant intercompany balances and transactions have been eliminated in these consolidated financial statements.

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America ("GAAP"). These consolidated financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates. The Company's periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Accounts Receivable

Accounts receivable consist of charges for service provided to customers. An allowance for doubtful accounts is considered to be established for any amounts that may not be recoverable, which is based on an analysis of the Company's customer credit worthiness, and current economic trends.  Based on management's review of accounts receivable, a $13,000 and $11,428 allowance for doubtful accounts was recorded at February 28, 2015 and May 31, 2014, respectively.   Receivables are determined to be past due, based on payment terms of original invoices.  The Company does not typically charge interest on past due receivables. During the three and nine months ended February 28, 2015 and 2014, the Company determined that $0, $1,572, $0 and $2,000, respectively, of accounts receivable were not collectible and recorded a direct write-off.

Deposits and Prepaid Expenses

Deposits represent advance payments made for the acquisition of assets.  Prepaid expenses include annual software costs that are paid up-front to the software licensor and are amortized over a twelve-month period.  Amortization expense of $4,438, $15,088, $888 and $888 was recognized during the three and nine months ended February 28, 2015 and 2014, respectively, related to prepaid software costs. 

Revenue Recognition

The Company recognizes revenue from the sale of services. Revenue consists of SEC compliance services; focusing on corporate and individual reporting requirements. Sales income is recognized only when all of the following criteria have been met:

i)

Persuasive evidence for an agreement exists;

ii)

Service has been provided;

iii)

The fee is fixed or determinable; and

iv)

Collection is reasonably assured.

It is common to have services paid in advance, in such cases, the Company defers revenue recognition until services have been performed. 

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Earnings (Loss) per Share

 

Basic income (loss) per common share equals net income (loss) divided by weighted average common shares outstanding during the period. Diluted income (loss) per share includes the impact on dilution from all contingently issuable shares, including options, warrants and convertible securities. The common stock equivalents from contingent shares are determined by the treasury stock method. The Company incurred a net loss for the nine months ended February 28, 2015, and therefore, basic and diluted loss per share for the period is the same, as all potential common equivalent shares would be antidilutive.

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's consolidated financial statements.

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients; or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and has not yet determined the method by which the Company will adopt the standard in 2017.

In June 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-10 "Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation". ASU 2014-10 eliminates all incremental financial reporting requirements for development stage entities by removing ASC Topic 915 "Development Stage Entities", from the FASB Accounting Standards Codification. The ASU 2014-10 clarified that the guidance in Topic 275 "Risks and Uncertainties" is applicable to entities that have not yet commenced operations. Accordingly, upon adopting the ASU 2014-10 and eliminating development stage information, entities should re-evaluate their disclosures under Topic 275. The Company decided to early adopt this pronouncement in the second quarter of 2014. As a result, cumulative information in the Company's statements of operations, its statements of cash flows and the notes to its unaudited consolidated financial statements was removed.

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The new standard requires management to assess the company's ability to continue as a going concern. Disclosures are required if there is substantial doubt as to the company's continuation as a going concern within one year after the issue date of financial statements. The standard provides guidance for making the assessment, including consideration of management's plans which may alleviate doubt regarding the company's ability to continue as a going concern. ASU 2014-15 is effective for years beginning after December 15, 2016. We do not expect the adoption of this pronouncement to have a material impact on our consolidated financial statements.

Subsequent Events

The Company has evaluated all transactions through the date the consolidated financial statements were issued for subsequent event disclosure consideration.

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NOTE 3 – GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying 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 has a cumulative net loss since inception from operations of $159,119 and has required additional capital raises and advances from shareholders' to support its operations.  These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.  The Company's continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving capital from third parties.  No assurance can be given that the Company will be successful in these efforts.

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

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment assets consist of the following:

Depreciation expense was $0, $1,992, $666 and $1,414 for the three and nine months ended February 28, 2015 and 2014, respectively.

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NOTE 6 – RELATED PARTY ADVANCES

During the nine months ended February 28, 2015, certain officers, directors and/or shareholders of the Company advanced $35,000 to the Company.  The advances have no conversion provisions into equity, are due on demand and do not incur interest.

NOTE 7 - INCOME TAXES

We recognize the financial statement effects of tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination by a taxing authority. Recognized tax positions are initially and subsequently measured as the largest amount of tax benefit that is more likely than not of being realized upon ultimate settlement with a taxing authority. We have not taken a tax position that, if challenged, would have a material effect on the consolidated financial statements or the effective tax rate for the three and nine months ended February 28, 2015 and 2014.

Income tax provisions or benefits for interim periods are computed based on the Company's estimated annual effective tax rate. Based on the Company's historical losses and its expectation of continuation of losses for the foreseeable future, the Company has determined that it is not more likely than not that deferred tax assets will be realized and, accordingly, has provided a full valuation allowance. As the Company anticipates that its net deferred tax assets at February 28, 2015, would be fully offset by a valuation allowance, there is no federal or state income tax expense or benefit for the three and nine months ended February 28, 2015 and 2014.

As of February 28, 2015, the Company has U.S. net operating loss carry forwards of approximately $159,000 which begin to expire in 2031.

 

NOTE 8 – STOCKHOLDERS' EQUITY

Authorized Stock

The Company has authorized 100,000,000 common shares and 10,000,000 preferred shares, both with a par value of $0.001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Common Stock

On February 4, 2015, the Board of Directors approved the issuance of 1,345,000 shares of restricted common stock to the directors for their service. The shares will be earned as follows:

1)

33% of the restriction will be removed on February 4, 2016,

2)

an additional 33% of the restriction will be removed on February 4, 2017, and

3)

the final 34% of the restriction will be removed on February 4, 2018.

 

The closing price per common share on February 4, 2015 was $2.60, or $3,497,000.  As of February 28, 2015 and through the date of this filing, the shares have not yet been issued.  Amortization of stock-based compensation of $139,804, was recorded for the three and nine months ended February 28, 2015.  As of February 28, 2015, $3,357,196 of unamortized cost remained.

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NOTE 9 – SUBSEQUENT EVENTS

 

License Agreement with University of Rochester

On April 16, 2015, the Company entered into an exclusive patent license agreement with University of Rochester ("Rochester") effective as of the 31^st day of March, 2015. Rochester grants to the Company a worldwide exclusive, royalty-bearing license, with the right to sublicense, for patents and technology related to the treatment of diabetes (the "Patent Products"). According to the agreement, the Company will reimburse Rochester for all mutually agreed fees and costs relating to the filing, prosecution, and maintenance of patent applications, including without limitation, interferences, oppositions, and reexaminations, and the maintenance and defense of patents in patent rights, including fees and cost incurred on, and after the closing date of the agreement.

As partial consideration for the rights conveyed by Rochester under this agreement, the Company agreed to issue 32,310 shares of the Company's common stock to Rochester as a one-time, non-refundable, non-creditable license issue fee valued at $200,000 based upon the average price per share in the week preceding the closing date. The transaction was completed on April 30, 2015. Rochester may not transfer the shares before August 30, 2016.

In addition to the above license fee, for the term of the agreement on an annual basis measured from the closing date of the agreement, the Company will pay at the beginning of the year a non-refundable minimum annual maintenance fee of $15,000 in cash or Company stock each year prior to the onset of clinical trials. Rochester will waive the pre-clinical trial annual maintenance fee if the Company spends at least $200,000 annually on the drug development that would impinge the patent rights conveyed.  After onset of clinical trials, the Company will pay a non-refundable minimum annual maintenance fee of $25,000 in cash or Company stock each year or part of year until the first product is commercialized and sales royalty payments begin. Annual maintenance fees paid in cash will be credited against the costs of maintaining the Patent Rights for that year.

During the term of this Agreement, the Company agrees to pay to Rochester an earned royalty of 5% of the first $10,000,000, 4% of the second $10,000,000, 3% of the third $10,000,000, 2% of the fourth $10,000,000 in net sales revenue produced from Patent Products, and l % of all remaining net sales revenue produced from Patent Products. Earned royalty payments are due and payable within 30 days of the end of each calendar quarter.

The Company agrees to pay to Rochester 50% of all cash and non-cash consideration derived from sublicenses granted by the Company in Patent Products, excluding earned royalties, loans, equity investments, and research and development support.

The Company agrees to pay Rochester the milestone payments per product as set forth below:

 

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Asset Purchase Agreement

On April 6, 2015, the Company entered into an asset acquisition agreement with Faulk Pharmaceuticals, Inc. ("Faulk"). The assets include 23 granted patents owned by Faulk, related to treatment of cancer, virus infections, and treatment of parasitic infections.

The Company agreed to issue 50,000 shares of common stock of the Company at the closing, which is anticipated to be in June 2015.   The shares may be sold by Faulk, assigned or transfer in the open market subject to compliance with securities laws and the following schedule:

1)

33% of the shares beginning 6 months after the closing date,

2)

an additional 33% of the shares beginning 9 months after the closing date, and

3)

the remaining 34% of the shares beginning 12 months after the closing date.

For each calendar year continuing until the date that is 10 years after the expiration of the last of the patents conveyed to the Company, a royalty on net revenue received by the Company in that year from the sales or licenses of any products commercialized by the Company, its successors or assignees as a direct result of the assets acquired or the technology or processes related to the assets acquired, in the following amount:

1)

5% of the first $10,000,000 in such net revenue;

2)

4% of the second $10,000,000 in such net revenue;

3)

3% of the third $10,000,000 in such net revenue;

4)

2% of the forth $10,000,000 in such net revenue; and

5)

1% of such net revenue in excess of $40,000,000.

Capital Stock Issuances

On April 2, 2015, the Board of Directors approved the issuance of 50,000 (as described above) shares to purchase the assets of Faulk. The shares will be valued on the date of closing of the purchase of the assets.  As of the date of this filing, the shares have not been issued.

On April 2, 2015, the Board of Directors approved the issuance of 260,000 shares of restricted common stock to two directors and officers of the Company for services. The shares will be earned as follows:

1)

33% of the restriction will be removed on April 2, 2016,

2)

an additional 33% of the restriction will be removed on April 2, 2017, and

3)

the final 34% of the restriction will be removed on April 2, 2018.

The closing share price on April 2, 2015 was $6.95, the date of the grant.  As of the date of this filing, the shares have not been issued.

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Forward-Looking Statements

 

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words "expects," "anticipates," "intends," "believes" and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the "Description of Business – Risk Factors" section in our Annual Report, Form 10-K, as filed on June 15, 2015.  You should carefully review the risks described in our Annual Report and in other documents we file from time to time with the Securities and Exchange Commission.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the "Company," "NEF Enterprises," "Panther Biotechnology"  "we," "us," or "our" are to Panther Biotechnology, Inc.

 

The following table provides selected financial data about the Company as of February 28, 2015 and May 31, 2014.

Our increase in cash of $17,583 is attributed to increased operations for the nine-month period ended February 28, 2015.  The increase in accounts receivable, net of allowance for bad debts, of $25,571 was due to increased revenue in the period attributable to our growing customer base due to our increased advertising and marketing initiatives.  Our liabilities increased $174,949 due to the requirements of our increase sales and the costs therewith and an increase from related party advances to assist in the operations of the Company.

The following summaries of our results of operations, for the three and nine months ended February 28, 2015 and 2014, should be read in conjunction with our consolidated financial statements, as included in this Form 10-Q.

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Liquidity and Capital Resources

Currently we do not have sufficient capital to fund our business development for the next 12 months.  We feel we do have enough funds to cover our professional fees for the next 12 months.  The Company's operating subsidiary PubCo Reporting Services, Inc. is under no obligation to transfer funds to Panther Biotechnology, Inc. the holding company, funds to meet any of the obligations of the holding company.  We have no committed source of outside future financing.  Our current directors have provided some funds to cover some of the Company's costs.

 

Working Capital

Cash Flows

As of February 28, 2015, the Company's cash balance was $87,852 compared to $70,269 as of May 31, 2014 and our total assets were $159,034 compared with $129,333 as of May 31, 2014. The increase in cash and total assets was primarily due to increased revenues for the nine-month period ended February 28, 2015.

As of February 28, 2015, the Company had total liabilities of $263,903 compared with $88,954 as of May 31, 2014.  Our liabilities increased $174,949 due to increase in operating accounts payable and accrued liabilities in support of our increase in revenues and an increase in advances from related parties.

 

As of February 28, 2015, the Company had a working capital deficit of $129,869 compared with $7,408 as of May 31, 2014. The decrease in working capital was primarily attributed to the increase in current liabilities as described above.

Cash Flow from Operating Activities

During the nine months ended February 28, 2015, the Company used $16,120 in cash from operating activities, compared to providing $19,259 of cash provided by operating activities during the nine months ended February 28, 2014. The cash used from operating activities was attributed to the company was from our increase in accounts receivable and a reduction in our accounts payable.

Cash Flow from Investing Activities

During the nine months ended February 28, 2015, the Company used cash in investing activities of $1,297, compared to $4,013 of cash used in operating activities during the nine months ended November 30, 2014.  The cash used in 2015 and 2014 was for the purchase of equipment for our PubCo Reporting subsidiary.

Cash Flow from Financing Activities

During the nine months ended February 28, 2015, the Company received $35,000 in cash from financing activities from advances from related parties, compared to cash provided by financing activities of $20,500 for the nine months ended February 28, 2014, due from proceeds from the issuance of common shares.

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We prepare our consolidated financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the consolidated financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions.  On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our consolidated financial statements.

While we believe that the historical experience, current trends and other factors considered support the preparation of our consolidated financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

 

As a "smaller reporting company", we are not required to provide the information required by this Item.

Evaluation of Disclosure Controls and Procedures

As of February 28, 2015, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management dominated by a single individual without adequate compensating controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with the review of our financial statements as of February 28, 2015.

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee, which has been rectified as of the filing date of this document, and the lack of a majority of outside directors on our board of directors, which has also been rectified by the filing date of this document, results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended February 28, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

As a "smaller reporting company", we are not required to provide the information required by this Item.

We did not issue unregistered equity securities during the quarter ended February 28, 2015.

None.

Not applicable.

None.

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Exhibit Number	Description
(3)	(i) Articles of incorporation, (ii) Bylaws
3.1	Articles of Incorporation (Incorporated by reference to our Registration Statement on Form S-1 filed on February 6, 2013)
3.3	Bylaws (Incorporated by reference to our Registration Statement on Form S-1 filed on February 6, 2013)
(31)	Rule 13a-14(d)/15d-14(d) Certifications
31.1*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101**	Interactive Data Files
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
*	Filed herewith
**	Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

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