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EX-31.1 - SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER - Modern Mobility Aids, Inc.exhibit_31-1.htm
EX-32.1 - SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER - Modern Mobility Aids, Inc.exhibit_32-1.htm
EX-31.2 - SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER - Modern Mobility Aids, Inc.exhibit_31-2.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the quarterly period ended March 31, 2015
 
or
   
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                    to                   
 
Commission File Number: 333-168983
 
Galileo Life Sciences, Inc.

(Exact Name of Registrant as Specified in its Charter)
 
Nevada
 
27- 4677038
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
     
 First Canadian Place, Suite 350,
Toronto, Ontario, CANADA
 
M5X 1C1
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number including area code: (586) 530-5605
 
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 o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files.  Yes o No x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o
 
Accelerated filer o
Non-accelerated filer o
 
Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o
 
Applicable Only to Corporate Issuers:
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
 
 Class
 
Outstanding as of April 1, 2016
Common Stock, $0.001 par value
 
127,547,840
  


 
1

 

 
GALILEO LIFE SCIENCES, INC.
(FORMERLY MODERN MOBILITY AIDS, INC.)
 
TABLE OF CONTENTS
 
 
Page
PART I - FINANCIAL INFORMATION
 
   
Item 1. Financial Statements
3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
14
Item 3. Quantitative and Qualitative Disclosures About Market Risk
17
Item 4. Controls and Procedures
17
   
PART II - OTHER INFORMATION
 
   
Item 1. Legal Proceedings
18
Item 1A. Risk Factors
18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
18
Item 3. Defaults Upon Senior Securities
20
Item 4. Mine Safety Disclosures
20
Item 5. Other Information
20
Item 6. Exhibits
20
SIGNATURES
21
 
 
 
 
 
 
 

 

 
2

 
 
PART 1 – FINANCIAL INFORMATION
 

ITEM 1. FINANCIAL STATEMENTS

GALILEO LIFE SCIENCES, INC.
(FORMERLY MODERN MOBILITY AIDS, INC.)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIODS ENDED MARCH 31, 2015 AND 2014
(Unaudited)

Consolidated Financial Statements:
 
     
Consolidated Balance Sheets as of March 31, 2015 (unaudited) and June 30, 2014
4
     
Consolidated Statements of Operations for the three and nine month periods ended March 31, 2015 and 2014, (unaudited)
5
     
Consolidated Statement of Changes in Stockholders’ Deficit for the period ended March 31, 2015
6
     
Consolidated Statements of Cash Flows for the nine month periods ended March 31, 2015 and 2014 (unaudited)
7
     
Notes to Consolidated Unaudited Financial Statements
8


 
 
 
 
 
 
 
 
 

 

 
3

 
 
GALILEO LIFE SCIENCES, INC.
(FORMERLY MODERN MOBILITY AIDS, INC.)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 
   
MARCH 31, 2015
   
JUNE 30,
2014
 
ASSETS
 
Current Assets:
           
Cash
 
$
-
   
$
2,976
 
Short term expense advances and deposits
   
2,028
     
9,434
 
Total Current Assets
   
2,028
     
12,410
 
                 
Non-refundable deposit on business acquisition
   
-
     
46,006
 
License agreement deposit
   
66,290
     
-
 
                 
Total Assets
 
$
68,318
   
$
58,416
 
                 
LIABILITIES AND STOCKHOLDERS’  DEFICIT
 
Current Liabilities:
               
Bank overdraft
 
$
810
   
$
-
 
Accounts payable and accrued liabilities
   
226,777
     
116,388
 
Loan from shareholders
   
43,687
     
425,808
 
Notes payable
   
87,022
     
20,000
 
Other loans payable – related party
   
161,532
     
163,271
 
   Total Current Liabilities
   
519,828
     
725,467
 
                 
   Total Liabilities
   
519,828
     
725,467
 
                 
Commitments and Contingencies
               
                 
Stockholders' Deficit:
               
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized:  no shares issued and outstanding
           
-
 
Common stock, par value $0.001 per share, 200,000,000 shares authorized; 114,145,570 and 77,161,792 shares issued and outstanding
   
114,145
     
77,162
 
Additional paid in capital
   
1,677,510
     
89,070
 
Accumulated deficit
   
(2,243,165)
     
(833,283
)
Total Stockholders' Deficit
   
(451,510)
     
(667,051
)
                 
Total Liabilities and Stockholders’ Deficit
 
$
68,318
   
$
58,416
 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 

 
4

 

GALILEO LIFE SCIENCES, INC.
(FORMERLY MODERN MOBILITY AIDS, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTH PERIODS ENDED MARCH 31, 2015 AND 2014
(UNAUDITED)
 
 
   
Three Months Ended
March 31,
   
Nine Months Ended
March 31,
 
   
2015
   
2014
   
2015
   
2014
 
Revenues
  $ -     $ -     $ -     $ -  
Operating expenses:
                               
Consulting fees, related parties
    27,514       12,450       766,620       24,725  
Consulting fees, third parties
    7,319       5,841       193,112       8,779  
Loss on settlement of loan, related party
    88,067       -       211,672       -  
Loss on settlement of loan, third party
    -       -       12,286       -  
Loss on cancellation of agreement
    -       -       27,750       -  
Impairment of business acquisition deposit
    -       -       46,006       -  
Legal fees
    56,553       -       86,416       6,544  
Office and general expenses
    21,151       7,730       85,233       26,571  
Total operating expenses
    200,604       26,085       1,429,095       66,619  
                                 
(Loss) from Operations
    (200,604 )     (26,085 )     (1,429,095 )     (66,619 )
                                 
Other Income (Expense)
                               
Interest expenses
    (1,351 )     -       (5,123 )     -  
Foreign currency gain (loss)
    13,758       2,629       24,336       3,301  
      12,407       2,629       19,213       3,301  
(Loss) before Income Taxes
    (188,197 )     (23,456 )     (1,409,882 )     (63,318 )
                                 
Provision for Income Taxes
    -       -       -       -  
                                 
Net (Loss) for the period
    (188,197 )     (23,456 )     (1,409,882 )     (63,618 )
                                 
(Loss) Per Common Share - Basic and Diluted
  $ (0.01 )   $ (0.00 )*    $ (0.01 )   $ (0.00 )*
                                 
Weighted Average Number of Common Shares Outstanding - Basic and Diluted
    110,715,657       75,480,000       94,961,026       138,983,650  
 
* - denotes a loss of less than $(0.01) per share

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

 
5

 
 
GALILEO LIFE SCIENCES, INC.
(FORMERLY MODERN MOBILITY AIDS, INC.)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE PERIOD ENDED MARCH 31, 2015
(UNAUDITED)
 
 
   
Common stock
   
Additional Paid-in
   
Accumulated
       
   
Shares (1)
   
Amount
   
Capital
   
Deficit
   
Total
 
                               
Balance – July 1, 2013
    195,480,000     $ 195,480     $ (130,213 )   $ (585,040 )   $ (519,773 )
Common stock issued for cash, in May and June 2014
    1,431,792       1,432       87,033       -     $ 88,465  
Common stock issued for services, in May 2014
    250,000       250       12,250       -     $ 12,500  
Cancellation of common stock
    (120,000,000 )     (120,000 )     120,000       -     $ -  
 Net (loss) for the period
    -       -       -       (248,243 )     (248,243 )
Balance – June 30, 2014
    77,161,792       77,162       89,070     $ (833,283 )   $ (667,051 )
Common stock issued on debt conversion
    17,556,428       17,556       710,160       -       727,716  
Common stock issued for consulting services
    2,000,000       2,000       186,750       -       188,750  
Common stock issued for services-related parties
    16,677,350       16,677       664,530       -       681,207  
Commons stock issued for   cancellation of subscription agreement
    750,000       750       27,000       -       27,750  
Net (loss) for the period
    -       -       -       (1,409,882 )     (1,409,882 )
Balance – March 31, 2015
  $ 114,145,570     $ 114,145     $ 1,677,510     $ (2,243,165 )   $ (451,510 )

The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 
 
6

 
 
GALILEO LIFE SCIENCES, INC.
(FORMERLY MODERN MOBILITY AIDS, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTH PERIODS ENDED MARCH 31, 2015 AND 2014
(UNAUDITED)
 
   
2015
   
2014
 
Operating Activities:
           
Net (loss)
 
$
(1,409,882
)
 
$
(63,318
)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
               
Loss on settlement of loan-related party
   
 211,672
     
-
 
Loss on settlement of loan, third party
   
12,286
     
.
 
Impairment of business acquisition deposit
   
46,006
         
Stock issued on cancellation of subscription agreement
   
27,750
       
-
Stock issued for consulting fees, related parties
   
681,205
     
-
 
Stock issued for services
   
188,750
     
-
 
Stock issued for interest on loans
   
1,472
       
-
Changes in Current Assets and Liabilities-
               
Short term advances and deposits
   
7,406
     
-
 
Bank overdraft
   
810
     
-
 
Accounts payable and accrued liabilities
   
110,389
     
(6,397)
 
Net Cash (Used in) Operating Activities
   
(122,136
)
   
(69,715
)
                 
Investing Activities:
               
Intangible assets-license agreement
   
(66,290
)
   
-
 
                 
Net Cash (Used in) Investing Activities
   
(66,290
)
   
-
 
                 
Financing Activities:
               
Loan from shareholders
   
132,453
     
63,723
 
Notes payable (net)
   
67,022
     
-
 
Other loans payable – related party
   
(14,025)
     
5,992
 
                 
Net Cash Provided by Financing Activities
   
185,450
     
69,715
 
                 
Net Increase (decrease) in Cash
   
 (2,976)
 
   
-
 
                 
Cash - Beginning of Period
   
2,976
     
-
 
                 
Cash - End of Period
 
$
-
   
$
-
 
                 
Supplemental Disclosure of Cash Flow Information:
               
Cash paid during the period for:
               
Interest
 
$
-
   
$
-
 
Income taxes
 
$
-
   
$
-
 
                 
Non Cash Investing and Financing Activities:
               
                 
Debt settled through the issuance of 17,556,428 shares of common stock 
 
$
727,716
   
$
-
 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.



 
7

 

 GALILEO LIFE SCIENCES, INC.
(FORMERLY MODERN MOBILITY AIDS, INC)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND
NINE MONTH PERIODS ENDED MARCH 31, 2015 AND 2014

1.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Preparation

The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In our opinion the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading.  Operating results for the three and nine month periods ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ended June 30, 2015.  For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the year ended June 30, 2014 included in our Form 10-K filed with the SEC.

Reclassifications

Certain reclassifications have been made to the prior period financial statements to conform to the 2015 presentation. The reclassifications had no effect on net loss, total assets, or total stockholders’ deficit.

Recently Issued Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of its operations other than in respect of the early adoption of the new regulations relating to Development Stage Entities as discussed above.
 
2.           GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established a source of revenues sufficient to cover its operating costs, and as such, has incurred operating losses on an ongoing basis. Further, as of March 31, 2015, and June 30, 2014, the Company had a working capital deficit of $ 517,800 and $713,057, respectively. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern. 
 
The Company must raise additional funds to initiate or acquire a business and to fund our continued operations. We may not be successful in our efforts to raise additional funds or achieve profitable operations. Even if we are able to raise additional funds through the sale of our securities or through the issuance of debt securities, or loans from our shareholders or financial institutions, our cash needs could be greater than anticipated in which case we could be forced to raise additional capital.

At the present time, we have no commitments for any additional financing, and there can be no assurance that, if needed, additional capital will be available to us on commercially acceptable terms or at all. These conditions raise substantial doubt as to our ability to continue as a going concern, which may make it more difficult focus to raise additional capital when needed. If we cannot get the needed capital, we may not be able to become profitable and may have to curtail or cease our operations.

3.           SHORT TERM EXPENSES ADVANCES AND DEPOSITS
 
As of March 31, 2015, $2,028 had been paid as deposit against last month’s rent for office premises. 
 
 
 
8

 
 
 GALILEO LIFE SCIENCES, INC.
(FORMERLY MODERN MOBILITY AIDS, INC)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND
NINE MONTH PERIODS ENDED MARCH 31, 2015 AND 2014
 
4.           NON-REFUNDABLE DEPOSIT ON BUSINESS ACQUISITION

The Company, through its wholly-owned subsidiary, MDRM Group (Canada) Ltd., entered into an acquisition agreement on May 8, 2014 with a private Ontario company (“Potential Licensee”) to acquire 100% of the issued and outstanding shares of Potential Licensee. The Potential Licensee was in the final stage of obtaining its Medical Marijuana growers license. The Potential Licensee owned a fully functional production facility, and was awaiting final inspection by Health Canada. The transaction includes real property and related facilities. Pursuant to the terms of the acquisition agreement, the Company paid a non-refundable advance against acquisition of $46,006 to the law firm of the sellers, in Trust, in the transaction. On the instruction of the Company, on June 18, 2014, an amount of $41,400 was released to the vendor from the Trust account leaving a balance of $4,606 in the trust account.

Under the terms of the acquisition agreement, the Company would pay CDN$2.5 million at closing for acquiring 100% of the issued and outstanding shares of Potential Licensee (the "Closing date") with an additional CDN$2.5 million due one year from  the Closing date. The Company would also, at the Closing date, issue a warrant to the sellers to purchase up to 1 million shares of the Company shares at a twenty five (25) percent discount to market. The closing of the acquisition agreement was subject to receipt of a license from Health Canada under Marijuana for Medical Purposes Regulation ("MMPR"). Under the terms, if we were not able to obtain needed financing, we would have to cancel the agreement. Upon cancellation, the initial deposit amount of $46,006 paid by the Company would be forfeited.

On May 27, 2014, the Company, through its wholly-owned subsidiary, MDRM Group (Canada) Ltd, entered into an agreement with a Wyoming registered public company (the "Public Company") , to sell up to forty-nine percent (49%) of the shares of the Potential Licensee, for a total purchase consideration of $2,486,946. At the execution and acceptance of the agreement on May 29, 2014, the Public Company paid a non-refundable sum of $23,070 to the Company for the option right granted under the said agreement to acquire shares of the Potential Licensee.

There had been no progress or cooperation by the Potential License in the full implementation of the agreement and on November 12, 2014, the Company filed a statement of claim with Ontario Superior Court to enforce the agreement with the Potential Licensee. On May 5, 2015 the Company renegotiated the terms of the agreement with the Potential Licensee, and at that time transferred the acquisition rights to the Company's newly incorporated wholly owned subsidiary company, 2458509 Ontario Inc. Under the terms of the renegotiated agreement, the total purchase consideration was increased to CDN$5.5 million for site and solar panel operations without purchase of the property. In lieu of the purchase of the property, the Company entered into a 20 year lease with an option for an additional period of lease for the eighty eight acres of land at an annual lease payment of CDN$72,000 plus applicable taxes. The lease payment is subject to adjustment with the annual inflation price index. Per the terms of the new agreement on July 21, 2015 the Company paid CDN$50,000 and commitment to fund approximately CDN$550,000 in additional construction improvements required to meet Health Canada specifications.

The Company was not successful in raising the additional capital in a timely manner as anticipated by all parties under the renegotiated agreement dated May 5, 2015. On July 15, 2015 counsel for the Potential Licensee sought arbitration pursuant to the terms of the agreement and on July 28, 2015 particulars of the arbitration were sought by the Company but none were forthcoming from counsel for the Potential Licensee.  Instead, the Potential Licensee issued a State of Claim on August 4, 2015 alleging unacceptable delay in funding and risk of loss of a Health Canada license in the event construction was not finalized when Health Canada could call for a site inspection. The Potential Licensee sought to vacate the agreement and in order to freely seek capital from alternate sources so as to allow them to mitigate prospective damages that might occur through loss of an MMPR license opportunity if they could not comply with a Health Canada inspection. Despite concerted efforts to secure capital from the existing shareholder base and external sources, the Company concluded that the necessary capital could not be raised and to avoid further litigation and potential loss of litigation and agreed to a mutual release of all claims between the parties effective August 27, 2015.

As a result of the aforementioned developments, the Company recorded an impairment of the entire $46,006 acquisition deposit as of March 31, 2015. Consequently, the agreement made with the Public Company dated May 27, 2014 has been cancelled.

5.           INTANGIBLE ASSETS – LICENSING AGREEMENT DEPOSIT

On August 26, 2014, the Company, through its wholly-owned subsidiary, MDRM Group (Canada) Ltd, formed in Ontario, Canada, entered into an exclusive licensing agreement with an Ontario registered corporation to market, sell and service proprietary stent technology within certain designated territories. The license was acquired for a cash payment of $66,290 and 5 million shares of the Company's common stock issuable as follows;

 
·
Two million (2,000,000) common shares upon delivery of certain materials, drawings and Prototypes to the Company;

 
·
Two million (2,000,000) common shares upon earlier of (i) the completion of a Prototype by the Company, or (ii) one year from the date of the agreement; and

 
·
One million (1,000,000) common shares upon receipt of approval from Health Canada for the sale in Canada of a device utilizing the intellectual property.   

 
9

 

 GALILEO LIFE SCIENCES, INC.
(FORMERLY MODERN MOBILITY AIDS, INC)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND
NINE MONTH PERIODS ENDED MARCH 31, 2015 AND 2014
 
5.           INTANGIBLE ASSETS – LICENSING AGREEMENT DEPOSIT - continued
 
Management has determined the useful life of the acquired intellectual properties to be 5 years.  No amortization has been taken as at March 31, 2015, as the intellectual properties are not ready for their intended use.  

As of the date of the issuance of this report, the Company had not received the materials, drawings and Prototypes specified under the licensing agreement and consequently had not issued the first tranche of 2 million shares of common stock.  The Company paid an amount of $4,200 in October 2015 for the renewal of the said IP as one of the conditions of the undergoing negotiations. Further, as of this date, the Company is expediting the matter with the owners of the intellectual properties so that commercial activities can be initiated as early as possible.

The Company must secure the approval of the governmental authorities in each licensed territory before it can manufacture and market the device in that particular territory.  The Company is unable to predict how long it will take to secure the requisite approvals.
 
6.           STOCKHOLDERS' LOANS
 
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders.  Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by promissory notes. 

On August 28, 2014, the Company entered into a debt conversion agreement with one of the shareholders to convert an amount of $299,043 of his total balance owing of $425,399 by the Company. As a result of this conversion, the Company issued 7,974,495 common shares at a conversion price of $0.053 per common share, which represents the closing prices of the Company's common shares as reported by Bloomberg, L.P on the date of the conversion agreement. As a result of this debt conversion, we recognized a net loss of $123,604 during the nine months period ended on March 31, 2015.
 
On  February 4, 2015, the Company entered into an agreement with the the shareholder to convert a sum of $188,848 out of his total debt balance into 9,079,181 common shares of the Company at a conversion price of $0.030 per common shares, which represents the closing price of the Company's common shares as reported by Bloomberg, L.P on the date of the conversion agreement. Consequently, we recognized a loss of $88,067 during the quarter.

As of March 31, 2015, the Company owed a total sum of  $43,687 to shareholders. The loans are payable on demand, unsecured and bears no interest. The loan shall be payable on demand within five (5) days from the date of request. In the event payment is not timely made, subsequent to the demand, interest will accrue on the unpaid balance at the rate of 15% per annum, compounded monthly, from and after the date of such failure to pay.

7.           NOTES PAYABLE

The Notes are unsecured and payable on the following maturity dates. The following summarizes the notes payable;

   
March 31,
2015
   
June 30,
2014
 
Rate
of
Interest
(per annum)
 
 
Maturity Date
Note payable - A
 
$
20,000
   
$
20,000
 
10%
 
June 30, 2016
Note payable - B *
 
$
67,022
     
-
 
5%
 
June 30, 2016
   
$
87,022
   
$
20,000
       

  * The Note is for CDN$ 85,000 valued at US$67,022 as at the balance sheet date. An exchange gain of $6,247 has been recorded during the three months period ended on March 31, 2015 and $10,688 for the period of nine months period ending on the balance sheet date.

8.           OTHER LOANS PAYABLE
 
In addition to the loans from related parties and shareholders, the Company also relies on financial support from third parties to meet its operational requirements. This reliance may continue until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by third parties. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by promissory notes. 

 
10

 
 
GALILEO LIFE SCIENCES, INC.
(FORMERLY MODERN MOBILITY AIDS, INC)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND
NINE MONTH PERIODS ENDED MARCH 31, 2015 AND 2014
 
8.           OTHER LOANS PAYABLE - continued
 
On November 15, 2014, the Company entered into a debt conversion agreement with one of the private lenders to convert total debt of $15,837, which includes $14,367 of principal balance and $1,471 of accrued interest as at the date of the agreement at ten percent (10%) per annum. Pursuant to the terms of the agreement, the number of shares of restricted common shares of the Company as shall be determined by applying a twenty five percent (25%) discount to the closing prices of the Company's common share as reported by Bloomberg, L.P on to the date the agreement. As a result of this debt conversion, the Company issued 502,752 common shares at a conversion price of $0.056 per common shares, which represents the closing price of the Company's stock as reported by Bloomberg, L.P, on the date of the conversion of the debts. The Company recognized a loss of $12,286 during the quarter, as a result of this debt conversion.

As of March 31, 2015 there was a balance of $161,532 for other loans payable arising from short term advances to the Company to meet operational needs. The amount is unsecured, with no formal agreed upon rate of interest and is payable on demand.

9.           CONSULTING FEES
 
a).  RELATED PARTIES

The Company recognizes that it is essential to attract and retain officers and directors who are qualified, capable and willing to serve the Company. Each one of them performs a valuable service for the Company and is entitled to and should be fairly compensated for such services and the duties and responsibilities imposed by the Company, its bylaws, federal and state statutes, and various regulatory bodies.


On December 1, 2014, the Board of Directors of the Company, in recognition of the valuable services performed by its officers and executives, approved issuance of 16,250,000 common shares at the market price of $0.041 per common shares, which represents the closing price of the Company's stock as reported by Bloomberg, L.P on the date of the resolution, and recognized $666,250 of consulting expense. Additionally, the Company issued 427,350 common shares, as a result of the Company's compensation agreement entered into on December 1, 2014 with executives of the Company. According to the agreements, to the extent of any compensation owing to executives shall not have been paid as of the end of any calendar month, the Company may issue, or cause to be issued to those officers willing to accept same, in lieu of cash or other forms of payments for such services rendered, such number of shares of restricted common shares of the Company as shall be determined by applying a twenty five percent (25%) discount to the closing prices of the Company's common share as reported by Bloomberg, L.P on to the date of the notice by any such officer to the Company that he elects to be paid in shares of common stock. All shares of common stock issued pursuant to the agreements shall be restricted pursuant to the provision of Rule 144 promulgated by the Securities Exchange Commission. As a result, the Company issued 427,350 common shares at a conversion price of $0.035 per common shares, which represents the closing price per share of the Company's common share as reported by Bloomberg, L.P prior to the date of the notice of intention. The Company issued shares as per the agreement and consequently recognized a net loss of $2,457 during the period.

b).   THIRD PARTIES

The Company recognizes that it is essential to attract and retain officers and directors who are qualified, capable and willing to serve the Company. Each one of them performs a valuable service for the Company and is entitled to and should be fairly compensated for such services and the duties and responsibilities imposed by the Company, its bylaws, federal and state statutes, and various regulatory bodies.

On July 17, 2014, the Company entered into an engagement agreement, with seven (7) highly regarded professionals to become members of the "Medical Advisory Board" (the "Advisory Board") established by the Company. The primary responsibilities of the members of the Advisory Board include facilitating to explore potential business avenues and apprising of technological, competitive and other developments to the Company. In consideration of the services to be rendered by each members of the Advisory Board, the Company issued 250,000 common shares to each member on signing of the agreement. As a result of the engagement, the Company issued a total of 1,750,000 common shares at the price of $0.102 per common share, the closing price of the Company's stock as reported by Bloomberg, L.P. Consequently a consulting expense of $178,500 was recognized in our statements of operations for the nine months period ended March 31, 2015.
 
 
 
11

 
 
 GALILEO LIFE SCIENCES, INC.
(FORMERLY MODERN MOBILITY AIDS, INC)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND
NINE MONTH PERIODS ENDED MARCH 31, 2015 AND 2014
9.           CONSULTING FEES - continued
 
Beginning on the first anniversary date of the engagements of the member of the Advisory Board, and continuing on each successive anniversary thereafter, the Company may issue as yet undetermined number of warrants to each member of the Advisory Board to purchase additional shares of the Company. The exercise price of the warrant will be determined by applying twenty five (25) percent discount to the average of the closing price of the Company's stock as reported by Bloomberg, L.P, or any other independent reporting services, for the ten (10) trading days prior to the date of the exercise of the warrant. The Board of Directors of the Company will determine annually for the number of shares to be allotted. As the number of warrants to be issued will not be determined until after the first anniversary date of the engagement agreement, no compensation value has been assigned to the future issuance of this undetermined number of warrants at this time. The granting of warrants is at the discretion of the Board of Directors, and the number of warrants to be granted will be determined at the grant date.  Per the agreement with each member of the advisory Board, certain services were required to be provided by the members to earn additional shares of the Company through the warrants. Since the signing of the agreements, no services were provided to the Company as anticipated. Therefore, the Board of the Company decided, in the best interest of the Company, not to issue any warrants to the members of the advisory Board. Under the agreement, no cash benefit was agreed and compensation for services was to be paid only through shares or warrants of the Company.  As of the date of the issuance of this financial statements, the Board of Directors of the Company has not approved issuance of these warrants nor does the Company expect to issue any warrants in the near future.

On December 1, 2014, the Board of Directors of the Company, in recognition of the valuable services performed by a consultant of the Company for services performed in relation to investor relations, approved issuance of 250,000 common shares at the market price of $0.041 per common shares for a total sum of $10,250. The Company issued 250,000 common shares during the quarter on January 12, 2015.

10.        AGREEMENT CANCELLATION CHARGES

On December 23, 2014, the Board of Directors of the Company approved cancellation of the subscription agreement made with a private company to purchase 308,000 common shares. The Board of Directors of the Company considered that it is in the interest of the Company to terminate the agreement and compensate the private company and its principals, who have, from time to time, provided services to the Company on a consulting basis. As a result of this cancellation, the Company issued a total of 750,000 common shares at a price of $0.037 per common shares, which represents the closing price of the Company's stock as reported by Bloomberg, L.P, on the date of cancellation.

11.        STOCKHOLDERS' DEFICIT

Preferred Stock

The total number of preferred shares authorized that may be issued by the Company is 1,000,000 shares with a par value of $0.001 per share.

No shares of preferred stock were issued and outstanding during the nine months ended March 31, 2015 and 2014.

On January 12, 2015, the Company, by amending its articles of incorporation, authorized one million Series A preferred shares without designation. Resolution was made on January 12, 2015 and filed with the State of Nevada approving the designation of certain rights and privileges to such preferred shares. Included in those designations are conversion rights into common shares of the Company. For each Series "A" preferred share converted, the shareholder shall receive eight common shares of the Company and voting privileges equal to two hundred votes for each Series "A" share where preferred shares are entitled to vote.

Common Stock

The total number of common shares authorized that may be issued by the Company is 200,000,000 shares with a par value of $0.001 per share.

During the three months period ended March 31, 2015 we issued:
 
 
·
On February 4, 2015 the Company entered into an agreement with a long time shareholder and supporter of the Company to convert a sum of $188,848 out of his total debt balance of $200,556 as of December 31, 2014 into 9,079,181 common shares of the Company at a conversion price of $0.030 per common shares, which represents the closing price of the Company's common share as reported by Bloomberg, L.P on the date of the conversion agreement.
 
As at March 31, 2015 there were 114,145,570 shares of common stock issued and outstanding. As of the balance sheet date, the Company had not issued any shares nor granted any stock options under share-based compensation transactions.
 
 
12

 
 
 GALILEO LIFE SCIENCES, INC.
(FORMERLY MODERN MOBILITY AIDS, INC)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND
NINE MONTH PERIODS ENDED MARCH 31, 2015 AND 2014
 
11.        STOCKHOLDERS' DEFICIT - continued
 
Warrants

On July 17, 2014, the Company entered into an agreement, with seven (7) highly regarded professionals to become members of the "Medical Advisory Board (the "Advisory Board") established by the Company. Under the terms of the agreement, beginning on the first anniversary date of the engagements of the member of the Advisory Board, and continuing on each successive anniversary thereafter, the Company has intends to issue as yet undetermined number of warrants to each member of the Advisory Board to purchase additional shares of the Company. The exercise price of the warrant will be determined by applying twenty five (25) percent discount to the average of the closing price of the Company's stock as reported by Bloomberg, L.P, or any other independent reporting services, for the ten (10) trading days prior to the date of the exercise of the warrant. The Board of Directors of the Company will determine annually for the number of shares to be allotted. As the number of warrants to be issued will not be determined until after the first anniversary date of the engagement agreement, no compensation value has been assigned to the future issuance of this undetermined number of warrants at this time. The granting of warrants is at the discretion of the Board of Directors, and the number of warrants to be granted will be determined at the grant date. As of the date of the issuance of this financial statements, the Board of Directors of the Company has not approved issuance of warrants nor does the Company expect to issue any warrants in the near future.

12.        SUBSEQUENT EVENTS

As of the date of the issuance of this report, the Company had not received the materials, drawings and Prototypes specified under the licensing agreement and consequently had not issued the first tranche of 2 million shares of common stock as disclosed in Note 5 above.

On May 15, 2015, the Company appointed Mr. Declan French as Chief Executive Officer of the Company and on July 9, 2015 the Company issued him 4,000,000 common shares in at the closing price of the Company's common shares as reported by Bloomberg, L.P. on the date of issuance, as an incentive to him.

On June 5, 2015, the Company received an operating loan from a group of lenders in the amount of $3,730.  On July 6, 2015 the Company entered into an agreement with this group of lenders to convert their debt into 124,323 common shares of the Company at a conversion price of $0.030 per common shares, which represents the closing price of the Company's common shares as reported by Bloomberg, L.P on the date of the conversion agreement.

In connection with an equity private placement subscription agreement dated June 12, 2015, the Company issued 1,000,000 common shares of the Company at the market prices of $0.048 per common share, which represents the closing price of the Company's common shares as reported by Bloomberg, L.P on the date of the subscription to generate $25,000 to meet the working capital requirements of the Company.

On June 24, 2015 the Company entered into an agreement with a lender of the Company to convert his total debt of $16,000 into 335,076 common shares of the Company at a conversion price of $0.048 per common shares, which represents the closing price of the Company's common shares as reported by Bloomberg, L.P on the date of the conversion agreement.

On July 9, 2015, the Company issued 2,381,983 common shares at a subscription price of $0.030 per common shares, which represents the closing price of the Company's common share as reported by Bloomberg, L.P on the date of the subscription by way of an equity private placement to raise $21,975 to meet the working capital requirement of the Company. Additionally, the Company issued 1,872,643 common shares to a consultant for the continued consulting services rendered to the Company. Another lender of the Company  converted a debt balance of $39,740 into 2,387,545 common shares of the Company,  both transactions closed at a market price of $0.030 per common shares, which represents the closing price of the Company's common shares as reported by Bloomberg, L.P on the date of the conversion.

In recognition of the advisory services of Gilbert Sharpe and Jeffrey Friedman to the Board and management of the Company, the Board of Directors in its meeting held on July 22, 2015 ratified issuance of 250,000 and 350,000 common shares of the Company shares, respectively at the market prices of $0.025 per common share, which represents the closing price of the Company's common share as reported by Bloomberg, L.P on the date of the issuance.

On August 12, 2015, as a result of a small equity private placement, the Company issued 700,700 common shares of the Company at $0.01 per common share, which represents the closing price of the Company's common share as reported by Bloomberg, L.P on the date of the subscription and raised $7,007 for operational needs of the Company.

On August 27, 2015, a previously disclosed business acquisition agreement dated May 8, 2014 (Note 5) turned unsuccessful due to the noncompliance by the Potential License in the full implementation of the agreement. Consequently, the Company agreed to a mutual release of all claims between the parties effective August 27, 2015.

In accordance with ASC 855, Subsequent Events, the Company has evaluated events that occurred subsequent to the balance sheet date the date of available issuance of these unaudited financial statements. The Company determined that other than as disclosed above, there were no material reportable subsequent events to be disclosed.
 
 
 
13

 
 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Forward-Looking Statements and Associated Risks.
 
The following discussion should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements contained in the MD&A are forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in other sections of this Quarterly Report on Form 10-Q.
 
The following table provides selected financial data about our Company as at March 31, 2015 and June 30, 2014.

Balance Sheet Data:
 
March 31, 2015
   
June 30, 2014
 
Cash
 
$
$
   
$
$               2,976
 
Total assets (other than cash)
 
$
68,318
   
$
55,440
 
Total liabilities
 
$
 519,828
   
$
725,467
 
Shareholders' deficit
 
$
$                (451,510)
   
$
$        (667,051)
 

Plan of Operation

The following discussion and analysis should be read in conjunction with our financial statements and notes thereto included elsewhere in this Form 10-Q. Except for the historical information contained herein, the discussion in this Form 10-Q contains certain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this Form 10-Q should be read as being applicable to all related forward-looking statements wherever they appear in this Form 10-Q. The Company's actual results could differ materially from those discussed here.

Galileo Life Sciences, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on December 19, 2007 under the name Glider Inc. with a business plan to sell and distribute products for mobility challenged individuals. The Company changed its name to Modern Mobility Aids, Inc. on April 22, 2010.

In May 2011, the Company abandoned its historic business of distributing products for mobility challenged individuals which had generated little operating revenue and had limited operations and is now focused on the exploitation of dynamic opportunities in the Canadian medical marijuana arena.

On December 12, 2014, the Company changed its name from Modern Mobility Aids Inc. to Galileo Life Sciences, Inc.
 
In May of 2011, the business focus of the Company evolved with a rapid expansion strategy in the life sciences and healthcare industry.  A mandate was created to acquire companies within the biopharma sector, to target innovative research and development, and to create a scalable manufacturing capacity in the three following niche market segments:

1.
CRAM – Contract Research and Manufacturing for Life Sciences Companies
2.
HEALTHCARE INNOVATION – Novel Drug and Device Delivery Format Packaging
3.
BIOPHARMA PARTNERSHIPS – Strategic Development and Production Alliances

We plan to acquire or invest in multiple licensed producers in Canada and the U.S. The Company will require financing to make such acquisitions. There can be no assurance it can secure such financing or that it will be able to make such acquisitions even if financing is available. Moreover, even if it acquires business assets or a business, there can be no assurance that the acquisitions will be successfully accomplished and that our operations thereafter will be profitable.

The Company is focused on exploiting the opportunities presented in the medical marijuana arena by the regulatory reforms rolled out in Canada effective April 1, 2014. We decided on a strategy to acquire controlling positions in value added companies while allowing them to keep their integrity and entrepreneurial spirit. These firms would have or would imminently acquire production licenses under the new regime and will operate through one of the Company’s wholly owned subsidiary companies, MDRM Group (Canada) Ltd. We will also consider investing in licensed producers in the U.S. as well as suppliers to the industry.

The market for medical marijuana in Canada is tightly controlled by and subject to regulation, including Marijuana for Medical Purposes Regulations (“the MMPR”) and Controlled Drugs and Substances Acts (“the CDSA”). Health Canada, the federal department responsible for administering the health care system in Canada, revised its policy for the production and dispensing of medical marijuana under the MMPR will be both disruptive and beneficial for producers and consumers, transforming the current industry into one of commercial scale. The commercialization of the industry is new and thus offers exceptional opportunities for growth and wealth creation. Our business model is based on selling many varieties of high quality medical marijuana with recurring sales to a rapidly growing patient base. Health Canada statistics indicate a current patient base of 38,000 consuming 190,000 kg of medical marijuana per year and projects that number to grow to 480,000 by 2024.

 
14

 

We plan to acquire or invest in multiple licensed producers in Canada and the U.S. This plan will give us access to a wide variety of strains to enable us to better match customers with the strains that are appropriate for their respective ailments. Health Canada’s two overriding concerns in the issuing of licenses are Security and Quality Assurance. Our strategy is to add three other priorities, Marketing, Customer Care, and Innovation. The cornerstone of this strategy is to build a world class E-Commerce site coupled with a comprehensive social media-marketing program. This will be combined with the second key element of our strategy which is to reach doctors through direct and indirect outreach. To this end we are building an advisory board made up of medical and regulatory professionals who will spearhead the recruitment of other medical and academic thought leaders to support our outreach to medical practitioners.
 
While management of the Company believes that the Company will be successful in its planned operating activities under its business plan and capital formation activities, there can be no assurance that it will be successful in implementation of its business plan or the formation of sufficient capital such that it will generate adequate revenues to earn a profit or sustain its operations.

References in this Quarterly Report on Form 10-Q to Galileo Life Sciences, Inc (formerly “Modern Mobility Aids)” refers to Galileo Life Sciences, Inc. and its subsidiaries, on a consolidated basis, unless otherwise indicated or the context otherwise requires. The Company's consolidated financial statements for the three and nine months  periods  ended March 31, 2015, and 2014, include the accounts of its all wholly owned subsidiary companies which includes Modern Mobility Aids, Inc., MDRM Group (Canada) Ltd., and 2458509 Ontario Inc. and all are Ontario, Canada based companies.

Due to the uncertainty of our ability to generate sufficient revenues from our operating activities and, or, to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal operations when they come due, in their report on our financial statements for the year ended June 30, 2014 and 2013, our registered independent auditors included additional comments indicating concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our registered independent auditors. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Our current cash balance as of March 31, 2015 was Nil.  We expect to experience a shortage of funds.  Our shareholders have been lending us funds to enable us to pay our operating expenses.  There are no formal binding commitments or binding arrangements with them to advance or loan funds. Additionally, there are no terms regarding repayment of any loans or capital contribution.  If shareholders do not continue to advance us the funds necessary to enable us to pay our expenses, we will not be able to continue.

The Company has abandoned its historic business of distributing products for mobility challenged individuals which has generated little operating revenue and has had limited operations to date.  Our Board of Directors has determined that the Company is now focused on exploiting the dynamic opportunities presented in the medical marijuana arena by the regulatory reforms rolled out in Canada. .  We will require financing to make such acquisitions.  There can be no assurance we can secure such financing or that we will be able to make such acquisitions even if financing is available.  Moreover, even if we acquire business assets or a business, there can be no assurance that the acquisitions will be successfully accomplished and that our operations thereafter will be profitable.

Results of Operations
 
Our results of operations, as reported in our consolidated financial statements, incorporate results of operations of our two wholly owned Canadian subsidiary companies. All significant intercompany balances and transactions have been eliminated on consolidation.

For the three months ended March 31, 2015 compared to three months ended March 31, 2014
 
Revenue 
 
During the three months ended March 31, 2015 and 2014 we generated no revenue as we have not commenced any revenue generating activities as yet.

Operating Expenses
 
During the three months period ended March 31, 2015, we incurred operating expenses of $200,604 compared to $26,085 in the same period of 2014. During this three months period, we incurred $27,514 in consulting fees to related parties and $7,319 for consulting services rendered by third parties. The consulting fees to related parties mainly included the compensation paid to the executives of the Company for their services rendered, while third parties engineering consulting services were received for review and design of the sites. We recognized a loss of $88,067 on the conversion of loans from a related party due to the difference between contracted consulting rates and the market price of the Company’s stock. During the fiscal quarter ended March 31, 2015, $56,553was incurred for legal fees for various important regulatory issues and acquisition transactions. The increase in legal fees was due to the legal services obtained by the Company due to the matter disclosed above and $1,233 for transfer agent fees. The Company incurred $8,407 for accounting and audit services during the quarter. The Company incurred $9,271 in rent due to two new office leases.
 
 
 
15

 
 
By comparison, during the three months period ended March 31, 2014, the Company incurred $12,450 for consulting fees, related parties and $5,841 for consulting fees, third parties. $5,670 for accounting and audit services  and $2,060 for transfer agent fees. The increase in expenses is mainly attributable to increased operational activities during the three months ended March 31, 2015 as compared to the three months ended March 31, 2014.

Other Income (Expenses)

During the three months period ended March 31, 2015, we recognized a net gain on foreign currency transactions in the amount of $13,758 compared to $2,629 in the same period of the last year and interest expense of $1,351 compared to $Nil in the same period of 2014.

Net Losses
 
During the three months period ended March 31, 2015 we incurred losses of $188,197 compared with $23,456 in losses during the same period of 2014 due to the factors discussed above.

For the nine months ended March 31, 2015 compared to nine months ended March 31, 2014

Revenue 

During the six months periods ended March 31, 2015 and 2014 we generated no revenue as we have not commenced revenue generating activities at this time.
 
Operating Expenses

During the six months ended March 31, 2015, we incurred operating expenses of $1,429,096 compared to $66,619 in the same quarter of 2014. During the nine months ended March 31, 2015, we incurred $766,621 for consulting fees, related parties and $193,112 of consulting fee, third parties. The consulting fees to related parties included compensation to Company executives as discussed in detail in Note 10 above. We recognized a loss of $211,672 and $12,286 on settlement of loans from related and third parties respectively as discussed in Note 12 above, an impairment of its acquisition deposit of $46,006 was also recognized during the quarter, $ 13,673 for business travel and meetings, $21,093 for transfer agent fees, the fees increased as more shares issuance transactions and regulatory compliance took place during the period, $86,416 for legal fees, the increase in legal fees was due to the legal services obtained by the Company due to the matter disclosed in Notes 4 &  5 above, and $23,254 for two new office leases. During the nine months period, the Company also recognized an expense of $27,750 as a loss on cancelling of one of its subscription agreements, as discussed in Note 15. By comparison, during the nine months ended March 31, 2014, we incurred $24,725 for consulting fees, related parties, and $8,779 for consulting fees, third parties, $20,606 for accounting and audit services, $5,460 for transfer agent fees, and $6,544 for legal fees.

Other Income (Expenses)

During the nine months period ended March 31, 2015, we recognized a net gain on foreign currency transactions in the amount of $24,336 compared to $3,301 in the same period of the last year and interest expense of $5,123 compared to $Nil in the same period of 2014.

Net Losses
 
During the nine month period ended March 31, 2015 we incurred losses of $1,409,882 compared with $63,618 in losses during the nine month period ended March 31, 2014 due to the factors discussed above.

Liquidity and Capital Resources
 
As of March 31, 2015, we had $Nil in cash compared to $2,976 at June 30, 2014.  As of March 31, 2015, we had a working capital deficit of $517,800, compared to a working capital deficit of $713,057 as of June 30, 2014.

Operating activities

Net cash used in operating activities for the nine months ended March 31, 2015 was $122,136, compared with net cash used in operating activities of $69,715 for the same period of the prior year.  During the nine months ended March 31, 2015, the Company incurred a loss of $1,409,883 which was largely due to issuing common stock for consulting services and loss on conversion of debts. By comparison, during the nine months ended March 31, 2014 we had $63,318 loss which was largely offset by increases in liabilities for cash flow purposes.
 
 
 
16

 
 
Investing Activities
 
Net cash used in investing activities during the nine months ended March 31, 2015 was $66,290 due to the acquisition of a licensing agreement to market, sell and service proprietary stent technology within certain designated territories compared to Nil in the same period of 2014.

Financing Activities

Net cash provided from financing activities during the nine months ended March 31, 2015 was $185,450 compared to $69,715 provided by financing activities during the nine months ended March 31, 2014. During the nine months ended March 31, 2015, we paid $14,025 to third parties, received $132,453 from shareholders by way of loans and $67,022 as note payable proceeds from a shareholder. By comparison, during the nine months ended March 31, 2014, we received $5,992 from third parties, and $63,723 from shareholders. The Company must raise additional funds to initiate or acquire a business and to fund our continued operations.  We may not be successful in our efforts to raise additional funds or achieve profitable operations. Even if we are able to raise additional funds through the sale of our securities or through the issuance of debt securities, or loans from our directors or financial institutions, our cash needs could be greater than anticipated in which case we could be forced to raise additional capital.
 
At the present time, we have no commitments for any additional financing, and there can be no assurance that, if needed, additional capital will be available to us on commercially acceptable terms or at all. These conditions raise substantial doubt as to our ability to continue as a going concern, which may make it more difficult for us to raise additional capital when needed. If we cannot get the needed capital, we may not be able to become profitable and may have to curtail or cease our operations.

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of its operations other than in respect of the early adoption of the new regulations relating to Development Stage Entities as discussed above.

Off Balance Sheet Arrangements
 
We have no off-balance sheet arrangements with any party.
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
 
ITEM 4. CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures
 
As of the end of the six months ended December 31, 2014, our management evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, our management concluded that our internal control over financial reporting was not effective as of March 31,2015, because there was a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, through that evaluation, our management identified a material weakness in our internal control over financial reporting as a result of (i) inadequate personnel for documenting and execution of processes related to accounting for transactions; (ii) inadequate segregation of duties due to the lack of qualified accounting department personnel; and (iii) a lack of experienced personnel with relevant accounting experience, due to our limited financial resources. These deficiencies have resulted in, among other things, at times us being unable to provide timely account reconciliations. In order to address these issues, we will need to hire qualified employees or retain qualified individuals with the relevant accounting experience. We have to date been unable to implement remediation actions due to the lack of financial resources to do so. Our management intends to implement policies and procedures to remediate the material weaknesses in the Company’s control over financial reporting when it has the financial resources to do so. Our remediation efforts to address these material weaknesses will include, among other things, hiring additional qualified personnel, and evaluating or undertaking certain improvements to our systems and processes, which, if successful, we believe will be sufficient to provide us with the ability to remediate or cure these material weaknesses in the future. If these material weaknesses are not remediated or cured, then these deficiencies in internal control over financial reporting could continue to adversely affect the timing and accuracy of our financial reporting.


 
17

 

PART II – OTHER INFORMATION
 
ITEM 1.  LEGAL PROCEEDINGS
 
The Company, through its wholly-owned subsidiary, MDRM Group (Canada) Ltd., formed in Ontario, Canada, entered into an acquisition agreement on May 8, 2014 with a private Ontario company (“Potential Licensee”) to acquire 100% of the issued and outstanding shares of Potential Licensee, as explained in Note 5 above.

There had been no progress or cooperation by the Potential License in the full implementation of the agreement and on November 12, 2014, the Company filed a statement of claim with Ontario Superior Court to enforce the agreement with the Potential Licensee. On May 5, 2015 the Company renegotiated the terms of the agreement with the Potential Licensee, and at that time transferred the acquisition rights to the Company's newly incorporated wholly owned subsidiary company, 2458509 Ontario Inc. Under the terms of the renegotiated agreement, the total purchase consideration was increased to CDN$5.5 million for site and solar panel operations without purchase of the property In lieu of the purchase of the property the company entered into a 20 year lease with an option for an additional period of lease for the eighty eight acres of land at an annual lease payment of CDN$72,000 plus applicable taxes. The lease payment is subject to adjustment with the annual inflation price index. Per the terms of the new agreement on July 21, 2015 the Company paid CDN$50,000 and commitment to fund approximately CDN$550,000 in additional construction improvements required to meet Health Canada specifications.

The Company was not successful in raising the additional capital in a timely manner as anticipated by all parties under the renegotiated agreement dated May 5, 2015. On July 15, 2015 counsel for the Potential Licensee sought arbitration pursuant to the terms of the agreement and on July 28, 2015 particulars of the arbitration were sought by the Company but none were forthcoming from counsel for the Potential Licensee.  Instead the Potential Licensee issued a Statement of Claim on August 4, 2015 alleging unacceptable delay in funding and risk of loss of a Health Canada license in the event construction was not finalized when Health Canada could call for a site inspection. The Potential Licensee sought to vacate the agreement and in order to freely seek capital from alternate sources so as to allow them to mitigate prospective damages that might occur through loss of an MMPR license opportunity if they could not comply with a Health Canada inspection. Despite concerted efforts to secure capital from the existing shareholder base and external sources, the Company concluded that the necessary capital could not be raised and to avoid further litigation and potential loss of litigation and agreed to a mutual release of all claims between the parties effective August 27, 2015.

ITEM 1A. RISK FACTORS
 
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 
During the nine months period ended March 31, 2015 we issued:

 
·
On July 17, 2014, the Company entered into an engagement agreement, with seven (7) highly regarded professionals to become members of the "Medical Advisory Board established by the Company. In consideration of the services to be rendered by each members of the Advisory Board, the Company issued 250,000 common shares to each member on signing of the agreement. As a result of the engagement, the Company issued a total of 1,750,000 common shares at the price of $0.096 per common share, the closing price of the Company's stock as reported by Bloomberg, L.P.
 
 
·
On August 28, 2014, the Company issued 7,974,495 common shares at a conversion price of $0.0375 per common shares against closing market price of $0.05 per common share, in settlement of a $299,043 of a loan from a shareholder, as discussed above in Note 9 of the above financial statements.
 
 
·
On November 15, 2014, the Company entered into a debt conversion agreement with one of the private lenders to convert a total debt of $15,837, which includes $14,367 of principal balance and $1,471 of accrued interest as at the date of the agreement at ten percent (10%) per annum. Pursuant to the terms of the agreement, the number of shares of restricted common shares of the Company as shall be determined by applying a twenty five percent (25%) discount to the closing prices of the Company's common share as reported by Bloomberg, L.P on to the date the agreement. As a result of this debt conversion, the Company issued 502,752 common shares at a conversion price of $0.056 per common shares, which represents the closing price of the Company's stock as reported by Bloomberg, L.P, on the date of the conversion of the debts.
 
 
 
 
18

 
 
 
·
On December 1, 2014, the Board of Directors of the Company, in recognition of the valuable services performed by its officers and executives, approved issuance of 16,250,000 common shares at the market price of $0.041 per common shares, which represents the closing price of the Company's stock as reported by Bloomberg, L.P on the date of the resolution. Additionally, the Company issued 427,350 common shares, as a result of the Company's compensation agreement entered on December 1, 2014 with executives of the Company. According to the agreements, to the extent of any compensation owing to executives shall not have been paid as of the end of any calendar month, the Company may issue, or cause to be issued to those officers willing to accept same, in lieu of cash or other forms of payments for such services rendered, such number of shares of restricted common shares of the Company as shall be determined by applying a twenty five percent (25%) discount to the closing prices of the Company's common share as reported by Bloomberg, L.P on the date of the notice by any such officer to the Company that he elects to be paid in shares of common stock. All shares of common stock issued pursuant to the agreements shall be restricted pursuant to the provision of Rule 144 promulgated by the Securities Exchange Commission. As a result, the compensation owing as at December 31, 2014, the Company issued 427,350 common shares at a conversion price of $0.035 per common shares, which represents the closing price per share of the Company's common share as reported by Bloomberg, L.P prior to the date of the notice of intention. The Company issued shares as per the agreement and consequently recognized a net loss of $2,457 during the quarter.

 
·
On December 1, 2014, the Board of Directors of the Company approved issuance of 250,000 common shares at the market price of $0.041 per common shares for $10,250 of investor relations services.

 
·
On December 23, 2014, the Board of Directors of the Company approved cancellation of the subscription agreement made with a private company to purchase 308,000 common shares. The Board of Directors of the Company considered that it is in the interest of the Company to terminate the agreement and compensate fairly to the private company and its principals, who have, from time to time, provided services to the Company on a consulting basis. As a result of this cancellation, the Company issued 750,000 common shares at a price of $0.037 per common shares, which represents the closing price of the Company's stock as reported by Bloomberg, L.P, on the date of cancellation.
 
 
·
On February 4, 2015 the Company entered into an agreement with a long time shareholder and supporter of the Company to convert a sum of $188,848 out of his total debt balance of $200,556 as of December 31, 2014 into 9,079,181 common shares of the Company at a conversion price of $0.030 per common shares, which represents the closing price of the Company's common share as reported by Bloomberg, L.P on the date of the conversion agreement.
 
Subsequent to the March 31, 2015, but prior to the issuance of this Report on Form 10Q we issued the following unregistered equity securities:
 
 
·
On May 15, 2015, the Company appointed Mr. Declan French as Chief Executive Officer of the Company, and on July 9, 2015 the Company issued him 4,000,000 common shares of  share capital at the closing price of the Company's common shares as reported by Bloomberg, L.P. on the date of issuance, as an incentive to him.
 
 
·
In connection with an equity private placement subscription agreement dated June 12, 2015, the Company issued 1,000,000 common shares of the Company at the market prices of $0.048 per common share, which represents the closing price of the Company's common shares as reported by Bloomberg, L.P on the date of the subscription to generate $25,000 to meet the working capital requirements of the Company.
 
 
·
On June 24, 2015 the Company entered into an agreement with a lender of the Company to convert his total debt of $16,000 into 335,076 common shares of the Company at a conversion price of $0.048 per common shares, which represents the closing price of the Company's common share as reported by Bloomberg, L.P on the date of the conversion agreement. The amount of loan was obtained during June 2015.

 
·
On July 9, 2015, the Company issued 2,381,983 common shares at a subscription price of $0.030 per common shares, which represents the closing price of the Company's common share as reported by Bloomberg, L.P on the date of the subscription by way of an equity private placement to raise $21,975 to meet the working capital requirements of the Company. Additionally, the Company issued 1,872,643 common shares to a consultant for the continued consulting services rendered to the Company.  Another lender of the Company  converted a debt balance of $39,740 into 2,387,545 common shares of the Company,  both transactions closed at a market price of $0.030 per common shares, which represents the closing price of the Company's common shares as reported by Bloomberg, L.P on the date of the conversion.
 
 
·
On July 6, 2015 the Company entered into an agreement with a group of lenders to the Company to convert their total debt of $3,730 into 124,323 common shares of the Company at a conversion price of $0.030 per common shares, which represents the closing price of the Company's common shares as reported by Bloomberg, L.P on the date of the conversion agreement. The amount of loan was obtained during June 2015.
 
 
 
 
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·
In recognition of the advisory services of two consultants  to the Board and management of the company, the Board of Directors, in its meeting held on July 22, 2015, ratified issuance of 250,000 and 350,000 common shares of the Company respectively at the market prices of $0.025 per common share, which represents the closing price of the Company's common shares as reported by Bloomberg, L.P on the date of the issuance.
 
 
·
On August 12, 2015, as a result of a small equity private placement, the Company issued 700,700 common shares of the Company at the market price of $0.01 per common share, which represents the closing price of the Company's common shares as reported by Bloomberg, L.P on the date of the subscription and raised $7,007 for operational needs of the Company.
 
All these transactions were exempt under Section 4(2) and 3(b) of the Securities Act of 1933, as amended, and the rules and regulations promulgated there under, including Regulations D, due to the facts that each investor was an accredited investor, had acquired the shares for investment purposes and not with a view for re-distribution, had access to sufficient information concerning the Company, and the certificate(s) representing such shares will bear a restrictive legend.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
No senior securities were issued or outstanding during the three and nine month periods ended March 31, 2015 or 2014.
 
ITEM 4. MINE SAFETY DISCLOSURES
 
Not applicable to our Company.
 
ITEM 5. OTHER INFORMATION
 
None.
 
ITEM 6. EXHIBITS
 
The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:
  
Exhibit No.
 
Description
3.1
 
Articles of Incorporation (i)**
3.2
 
Bylaws (i)**
3.3
 
Certificate of Amendment to Articles of Incorporation***
10.2
 
Share Purchase Agreement dated August 4, 2011 between MDRM Group (Canada) Ltd. (of the first part), Michalkoff Family Trust, Hrycyshyn Family Trust and Stolarchuk Family Trust (of the second part), Lumigene Technologies Inc. (of the third part) and Mark Michalkoff, Roman Hrycyshyn and Danylo Stolarchuk (of the fourth part). ****
10.3
 
Amendment to Share Purchase Agreement dated as of November 4, 2011 between MDRM Group (Canada) Ltd. (of the first part), Michalkoff Family Trust, Hrycyshyn Family Trust and Stolarchuk Family Trust (of the second part), Lumigene Technologies Inc. (of the third part) and Mark Michalkoff, Roman Hrycyshyn and Danylo Stolarchuk (of the fourth part). *****
10.4
 
Form of Amendment to Share Purchase Agreement dated as of March 2, 2012, between MDRM Group (Canada) Ltd. (of the first part), Michalkoff Family Trust, Hrycyshyn Family Trust and Stolarchuk Family Trust (of the second part), Lumigene Technologies Inc. (of the third part) and Mark Michalkoff, Roman Hrycyshyn and Danylo Stolarchuk (of the fourth part).
 
 
 
   
*filed herewith
**Included in our S-1 filing on August 23, 2010.
***Included in our current report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2011.
****Included in our current report on Form 8-K filed with the Securities and Exchange Commission on August 10, 2011.
*****Included in our current report on Form 8-K filed with the Securities and Exchange Commission on November 10, 2011.
 
 

 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
April 1, 2016
 
MODERN MOBILITY AIDS INC.
     
 
By:
/s/ Declan French
   
Declan French
   
Chief Executive Officer and Director
 
 
 
By:
/s/ Preston J. Shea
   
Preston J. Shea
   
President, Chief Financial Officer and
Chief Accounting Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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