ITEM 1. BUSINESS.
Business of Issuer
The business of Peptide Technologies, Inc., (the “Company” or “Peptide”), is to develop and market skincare products. The Company does business as Eternelle Skincare Products. Peptides, and the use of collagen, are the latest innovation in skincare as science has proven that the use of both peptides and collagen can help manage wrinkles in skin and reverse the signs of aging. Using proprietary peptide/collagen blends, the Company is developing a number of skincare products that demonstrate strong efficacy in providing youthful, healthy skin and significant anti-aging benefits to both women and men.
Our skincare products will address various skincare needs. These products include moisturizers and serums for the face and around the eyes.
1. Brightening Antioxidant Serum Pigment Correcting Formula - Is a formula for uneven skin tone that addresses regulating the production of melanin. This potent hydroquinone-free formula prevents and corrects skin discoloration caused by UV damage and daily environmental stressors, post-inflammatory hyper-pigmentation and melasma. Uniquely created with a blend of potent skin lighteners and brighteners including Arbutin, Licorice, Azelaic Acid, and multiple forms of Vitamin C to inhibit and regulate melanin formation to normalize and correct pigment production while evening out skin tone and encouraging collagen synthesis.
2. Volumizing Antioxidant Serum Vitamin C+ Collagen Booster -An intensive Vitamin C antioxidant hydra-serum created to resist and restore damage from aging, sun, stress and environmental exposure. It neutralizes free radicals in the skin and prevents the breakdown of collagen. It provides the highest clinically-tested percentage of stable Vitamin C, Ferulic Acid, Emblica, Vitamin E and Vitamin B5 to deliver the ultimate in skin hydration and volume while providing unmatched antioxidant support. This skin booster firms and smoothes while stimulating collagen production resulting in beautiful youthful skin.
3. Antioxidant Moisturizing Creme Daily Collagen Renewal - A lightweight fast absorbing moisturizer for all skin types that targets visible signs of aging that has been formulated with synergistic ingredients to nourish, protect and deeply hydrate the skin while improving the appearance of skin tone, texture and elasticity. This paraben-free formula improves suppleness, enhances firmness and addresses loss of elasticity. It contains the essential antioxidants Emblica, Vitamin E and Ergothioneine to give daily protection from UV radiation while helping to repair free radical damage and collagen breakdown in the skin to deliver dramatic and immediate results.
4. Peptide Eye Restore Serum Micro Circulation Booster - The first step in a targeted light-weight eye treatment that hydrates and soothes the delicate eye area for diminishing the look of dark circles, puffiness, fatigue and fine lines and contains proven multi-functioning peptides to effectively treat these symptoms.
5. Peptide Eye Repair Complex Cellular Collagen Youth Serum - The second step in a highly concentrated peptide-based eye complex that effectively combats the signs & symptoms of chronological aging while deeply hydrating and nourishing the delicate eye area. Our proprietary combination of peptides effectively works to repair cellular communication and boost the synthesis of Collagen I, III, & IV for a visible reduction in the appearance of fine lines and wrinkles around crow’s feet.
Our Company has developed its proprietary skincare formulations, and we will use internationally recognized experts in the manufacturing of specialized, professional quality products that meet the demands of day and resort spa, medical spa, and eco spa markets.
The Company has identified a cosmetic and skincare manufacturer and has agreed upon product formulations, the design and sourcing of packaging, and product costs. The Company does not intend to enter into a long-term master supply agreement with the manufacturer. Rather, orders will be placed through individual purchase orders as needed. With profound knowledge and expertise in cosmetic chemistry and professional skincare, this manufacturer has established itself as a leader in cutting edge formulations and product innovation in the field of skincare.
This manufacturer offers custom product formulation and manufacturing, allowing our Company to develop proprietary blends in order to privately brand our collection.
This supplier manufactures products in accordance with Good Manufacturing Procedures (GMP). It also follows the recommendations of the United States Food and Drug Administration and Health Canada and also adheres to the Quality Assurance Guidelines of the Cosmetic, Toiletry, and Fragrance Association. These guidelines enable us to guarantee the consistency and quality of our products from batch to batch. The manufacturer performs toxicity, microbiological, temperature, and stability tests on all formulations. They do not test on animals, and they select all botanicals for freshness, purity of source, quality, and potency. Every product will be researched and tested by the supplier’s manufacturing team before it is approved for sale.
Business Segments
The Company consists of only one reportable business segment.
Employees
The Company does not currently have any employees other than the President and Chief Executive Officer and Chief Financial Officer who are responsible for strategic planning and development, as well as some operational duties.
The majority of manufacturing, distribution, marketing, and sales operations will be outsourced. However, strategic planning and development will be performed internally by the Company. This includes, but is not limited to, developing our catalog of products, developing proprietary skincare formulations, pricing our products, deciding which markets to target, deciding which influencers to engage in marketing campaigns, developing sales channels such as our e-commerce sites, determining which marketing initiatives to pursue, and selecting strategic partners and suppliers to advance our business plans.
Facilities and Properties
The Company does not own its own facilities and is presently renting an identity office at 5348 Vegas Drive #177, Las Vegas, Nevada 89108.
As the production of our products will be outsourced to a manufacturer, the Company has no need for a physical manufacturing facility.
The packaging and labeling of our products for shipping and distribution will also be outsourced. Management plans to outsource the delivery of its products to a name brand distributor who has an advanced fulfillment network. The Company will benefit from the distributor’s expertise in worldwide product delivery. As such, the Company has no need for a warehouse or distribution facility.
Manufacturing and Materials
The primary raw materials that we will use in the manufacture of our products are various botanicals, peptides, collagen and vitamin C. These raw materials are readily available from multiple suppliers and are utilized widely in the cosmetic and skincare industry. The manufacturer will source the raw materials and blend them according to our custom specifications. All products will be supplied by the manufacturer. The manufacturer sources the raw materials and blends them with our custom specifications.
Distribution
We will sell our products primarily through our own e-commerce websites directly to consumers online through Company-owned and operated e-commerce sites. While we expect a majority of our online sales to be generated in the United States, we intend for expansion of online sales growth globally.
Marketing
We intend to build brand awareness and sales through our digital presence, which encompasses e-commerce and m-commerce, as well as digital and social media. We wish to set the standard for online shopping by continually innovating to better meet consumer online shopping preferences (e.g., how-to videos, ratings and reviews, and mobile phone and tablet applications). We will support our e-commerce and m-commerce businesses via digital and social marketing activities designed to build brand equity and consumer engagement. We will support our authorized retailers to strengthen their e-commerce businesses and drive sales of our brands on their websites. We will dedicate resources to implement coordinated, brand-enhancing strategies across all online activities to increase our direct access to consumers.
Competition
There is vigorous competition in the skin care industry. Brand recognition, quality, performance, availability and price are some of the factors that impact consumers’ choices among competing products. We will compete against a number of companies, some of which have substantially greater resources than we do.
Trademarks, Patents and Copyrights
We have no trademark rights or patent rights. We intend to file an application for trademark with the United States Patent and Trademark Office. We own the domain names www.eternelleskin.com, www.eternelleskincare.com, www.eternelleskincareproducts.com.
Government Regulation
We and our products will be subject to regulation by the Food and Drug Administration and the Federal Trade Commission in the United States, as well as by various other federal, state, local and international regulatory authorities and the regulatory authorities in the countries in which our products are sold. Such regulations principally relate to the ingredients, manufacturing, labeling, packaging, marketing, advertising, shipment, disposal and safety of our products.
WHERE YOU CAN FIND MORE INFORMATION
You are advised to read this Form 10-K in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.
ITEM 1A.
ITEM 1A. RISK FACTORS.
The Company will face competition from existing consumer product companies.
Direct-to-consumer online sales of the Company’s skincare products will be marketed using social media strategies and top influencers in the skincare space. They will also be marketed through dermatologist offices. The Company faces vigorous competition from multinational consumer product companies. Some of these companies have greater resources than Peptide Technologies and may be able to respond to changing business and economic conditions more quickly. Competition in the skincare business is based on perceived value, branding, pricing, advertising, new product development, e-commerce initiatives, and other activities.
The Company has a lack of revenue history and has had a limited history of operations.
The Company was formed on November 18, 2005 for the purpose of engaging in any lawful business and had adopted a plan to engage the sale of art work over the internet. The Company had minimal revenues. On July 29, 2010, the Company changed its name from Online Originals, Inc. to CREENERGY Corporation. The name change was intended to convey a sense of the Company's new business focus as it looked to pursue other opportunities. Specifically, the Company intended to obtain leases for the exploration and production of oil and gas in northern Alberta, Canada. The Company was unable to identify any prospects or enter into any leases or agreements.
On August 23, 2011, the Company entered into an Asset Purchase Agreement to acquire intangible assets and intellectual property known as the Peptide Technology Platform. The Peptide Technology Platform included the technology platforms for developing a variety of drug candidates and biological solutions for existing problems in humans, animals, and the environment. Effective October 12, 2011, the Company changed its name to Peptide Technologies, Inc.
Effective January 10, 2017, the Company changed its name to Eternelle Skincare Products Inc. to better convey the Company’s new business focus of developing and marketing skincare products.
Effective February 28, 2018, the Company changed its name back to Peptide Technologies, Inc. to better convey the broader potential of the Company. The Company is continuing to do business as Eternelle Skincare Products.
As of March 31, 2019, the Company is not profitable. The Company must be regarded as a start-up venture with all the unforeseen costs, expenses, problems, risks, and difficulties to which such ventures are subject.
The Company can give no assurance of success or profitability to the Company’s investors.
There is no assurance that the Company will ever operate profitably. There is no assurance that the Company will generate revenues or profits, or that the market price of the Company’s common stock will increase thereby.
The Company will need additional financing for which it has no commitments, and this may jeopardize the execution of the Company’s business plan.
The Company needs capital to launch its products which could exceed $500,000 in the next 12 months.
The Company has limited funds and such funds may not be adequate to carry out its business plan. The Company’s ultimate success depends upon its ability to raise additional capital. The Company has not investigated the availability, source, or terms that might govern the acquisition of additional capital and will not do so until it determines a need for additional financing. If the Company needs additional capital, it has no assurance that funds will be available from any source or, if available, that they can be obtained on terms acceptable to the Company. If not available, the Company’s operations will be limited to those that can be financed with its modest capital.
The Company will incur expenses in connection with its Securities and Exchange Commission (SEC) filing requirements and may not be able to meet such costs, which could jeopardize its filing status with the SEC.
As a public reporting company, the Company is required to meet the filing requirements of the SEC. The Company may see an increase in its legal, accounting, auditing and fees and expenses as a result of such requirements. Our costs will increase significantly as the Company expands operations. Our filings are subject to comment from the SEC on its filings and/or it is required to file supplemental filings for transactions and activities. If the Company is not compliant in meeting the filing requirements of the SEC, it could lose its status as a 1934 Act Company, which could compromise its ability to raise funds.
The Company is not diversified and it is dependent on only one business.
Because of the Company’s limited financial resources, it is unlikely that it will be able to diversify its operations. The Company’s probable inability to diversify its activities into more than one area will subject it to economic fluctuations within the industry and therefore increase the risks associated with the Company’s operations due to lack of diversification.
The Company may in the future issue more shares, which could cause a loss of control by its present management and current stockholders.
The Company may issue additional shares as consideration for cash, assets, or services out of its authorized, but unissued, common stock that would, upon issuance, represent a majority of the voting power and equity of the Company. The result of such an issuance would be that those new stockholders would control the Company, and unknown persons could replace the Company’s management. Such an occurrence would result in a greatly reduced percentage of ownership of the Company by its current shareholders, which could present significant risks to investors.
The Company will depend upon its management, but it will have limited participation of management.
The Company currently has four individuals who are serving as its officers and directors. The Company will be heavily dependent upon their skills, talents, and abilities, as well as several consultants, to implement the Company’s business plan. The Company may, from time to time, find that the inability of its officers, directors, and consultants to devote their full-time attention to the Company’s business results in a delay in progress toward implementing its business plan.
The Company does not know of any reason, other than outside business interests, that would prevent them from devoting their attention full-time to the Company when the business may demand such full-time participation.
The departure of key personnel could compromise the Company’s ability to execute its strategic plan and may result in additional severance costs.
The Company’s success largely depends on the skills, experience, and efforts of its key personnel. The loss of these persons, or the Company’s failure to retain other key personnel, would jeopardize its ability to execute its strategic plan and materially harm its business.
The Company will need to recruit and retain additional qualified personnel to successfully grow its business.
The Company’s future success will depend in part on its ability to attract and retain qualified operations, marketing, sales, and engineering personnel. Inability to attract and retain such personnel could adversely affect business growth. The Company expects to face competition in the recruitment of qualified personnel and cannot provide any assurance that it will attract or retain such personnel.
The regulation of penny stocks by the SEC and FINRA may discourage the tradability of the Company’s securities.
The Company is a “penny stock” company. None of its securities currently trade in any market and, if ever available for trading, will be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase “accredited investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 (excluding a primary residence) or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of shareholders to sell their securities in any market that might develop because it imposes additional regulatory burdens on penny stock transactions.
In addition, the Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because the Company’s securities constitute “penny stocks” within the meaning of the rules, the rules would apply to the Company and its securities. The rules will further affect the ability of owners of shares to sell the Company’s securities in any market that might develop for them because it imposes additional regulatory burdens on penny stock transactions.
Shareholders should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. The Company’s management is aware of the abuses that have occurred historically in the penny stock market. Although the Company does not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to the Company’s securities.
The Company’s officers and directors collectively own a substantial portion of its outstanding common stock, and as long as they do, they may be able to control the outcome of stockholder voting.
The Company’s officers and directors are collectively the beneficial owners of approximately 44% of the outstanding shares of the Company’s common stock. As long as the Company’s officers and directors collectively own a significant percentage of its common stock, other shareholders may generally be unable to affect or change the management or the direction of the Company without the support of its officers and directors. As a result, some investors may be unwilling to purchase the Company’s common stock. If the demand for the Company’s common stock is reduced because its officers and directors have significant influence over the Company, the price of the Company’s common stock could be materially depressed.The officers and directors will be able to exert significant influence over the outcome of all corporate actions requiring stockholder approval, including the election of directors, amendments to the certificate of incorporation and approval of significant corporate transactions.
The Company may seek to raise additional funds or develop strategic relationships by issuing capital stock.
The Company expects to finance its operations and developing strategic relationships, by issuing equity or convertible debt securities, which could significantly reduce or dilute the percentage ownership of existing stockholders. Furthermore, any newly issued securities could have rights, preferences, and privileges senior to those of existing stock. Moreover, any issuances of equity securities may be at or below the prevailing market price of the Company’s stock and in any event may have a dilutive impact on investors’ ownership interest, which could cause the market price of stock to decline.
The Company may also raise additional funds through the incurrence of debt, and the holders of any debt the Company may issue would have rights superior to investors’ rights in the event the Company is not successful and is forced to seek the protection of the bankruptcy laws.
The Company will pay no foreseeable dividends in the future.
The Company has not paid dividends on its common stock and does not anticipate paying such dividends in the foreseeable future.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2.
ITEM 2. PROPERTIES.
The Company does not own its own facilities and is presently renting an identity office in Las Vegas, Nevada.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4.
ITEM 4. MINING SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
There is no established public trading market for Peptide Technologies’ common stock, par value $0.001 per share. There were no trades of Peptide Technologies’ common stock during the years ended March 31, 2019 and 2018.
Holders of Record
As of March 31, 2019, the Company had 141 holders of record of its common stock.
Dividend Policy
The Company has never declared or paid dividends on its common stock. The Company intends to retain earnings, if any, to support the development of its business and therefore does not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of the Board of Directors after taking into account various factors, including current financial condition, operating results, and current and anticipated cash needs.
Issuer Purchases of Equity Securities
The Company did not repurchase any shares of its common stock during the years ended March 31, 2019 and 2018.
Securities Authorized for Issuance Under Equity Compensation Plans
The Company has not authorized any securities for issuance under equity compensation plans.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
This Item is not required for smaller reporting companies, and the Company has elected to omit this information.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Plan of Operation
The Company’s business is to develop and market skincare products. Its plan is to build a state-of-the-art online store with a direct marketing and sales funnel aimed at targeted channels, using internet, social media, and content marketing. The Company’s marketing approach uses vetted channels that encompass several steps to gauge performance data from marketing tests against other campaigns in real-time with the ability to modify content delivery to targeted consumers immediately. The Company will engage a team with proprietary algorithmic software to assist in making these marketing decisions. Management believes this will provide the Company a distinct advantage over other companies that outsource marketing and advertising efforts to third parties.
The skincare space is well-suited for direct-to-consumer sales, and there are several channels that Peptide Technologies will leverage to introduce its unique branding and creative advertising assets. Creating brand visibility, along with the back-end support to process orders, is one of Peptide Technologies’ key strengths over smaller competitors in the space. In addition, the Company will create a brand that allows visibility and awareness to be molded organically, thereby increasing the brand’s value quickly.
In addition to basic social media strategies, management intends to engage top influencers in the skincare space. The Company will identify new and potential influencers using proprietary algorithmic software tools. Once sales have begun, management will create a predictable sales model to accelerate and project the Company’s future growth. The Company will utilize Facebook, Instagram, Twitter, and an online blog, and will retarget ads to IP addresses collected from online orders and influencers’ websites.
Given the complexity of global shipping, the Company plans to partner with a name brand distributor to deliver its products. The distributor has an advanced fulfillment network, and the Company will benefit from the distributor’s expertise in worldwide product delivery. Management plans to negotiate an arrangement with the distributor to warehouse the Company’s products in the distributor’s fulfillment centers. The distributor will pick, pack, and ship products, as well as provide customer service for the Company’s products. The distributor’s fulfillment centers are built to efficiently manage inventory and are able to handle cross-border shipping and customs issues.
We are now in the process of putting together a marketing and sales funnel with the right channels and key trackable metrics to test and adjust the funnel for maximum effectiveness. Our long-term marketing objectives include creating brand visibility and awareness, securing paid social media and online advertising, blogging and content marketing, and developing a public relations strategy. Marketing media to be engaged will include social media networks, such as Facebook, Instagram, Twitter, and YouTube Pre-Roll Ads. Additional advertising channels will be engaged, including Google PPC (Search Ads), retargeting ads, influencer marketing, and content marketing. In addition, we will be creating video content to be used on our website. We expect to launch our marketing campaign in the first quarter of the fiscal year ending March 31, 2020.
The Company will rely on related party advances to fund these expenditures until it can raise money through debt and/or equity financing.
In February 2018, the Company changed its name from Eternelle Skincare Products Inc. to Peptide Technologies, Inc. to better convey the broader future potential of the Company as peptides may be used in other applications aside from skincare products. However, as the Company’s current focus is developing and marketing skincare products, and as it has no current plans to expand outside this focus, the Company decided to file a DBA to continue doing business using the name, Eternelle Skincare Products.
Results of Operations for the Years Ended March 31, 2019 and
At present, the Company has no revenue. Net loss increased from $49,671 for the year ended March 31, 2018 to $93,579 for the year ended March 31, 2019 due to higher general and administrative expenses related to being a public company. This included an increase in stock-based compensation.
Liquidity and Capital Resources
The Company’s primary sources of liquidity and capital resources have been related-party advances and a note payable of $63,877 and $70,000, respectively during the year ended March 31, 2019. Subsequent to March 31, 2019, the Company received an additional note payable totaling $67,257 ($90,000 Canadian Funds). The Company requires significant cash to launch its business and reduce its liabilities. These factors raise substantial doubt about the Company’s ability to continue as a going concern. We are actively seeking to raise additional debt and/or equity capital to add new products and/or services to commence material operations. If the Company is unable to raise additional capital in the near future or meet financing requirements, the Company may need to curtail or alter its plan of operation. Our independent registered public accounting firm included an explanatory paragraph in their report regarding substantial doubt about the Company’s ability to continue as a going concern.
Cash Flow
The following table summarizes, for the periods indicated, selected items in our Statements of Cash Flows:
Operating Activities
Cash used in operating activities was $47,059 and $36,122 for the years ended March 31, 2019 and 2018, respectively. The increase in cash used in operating activities was primarily due to a higher net loss.
Investing Activities
Cash used in investing activities was $0 and $16,000 for the years ended March 31, 2019 and 2018, respectively. The cash used in investing activities in the year ended March 31, 2018 was due to website development costs.
Financing Activities
Cash provided by financing activities was $133,877 and $53,850 for the years ended March 31, 2019 and 2018, respectively. The increase in cash provided by financing activities was primarily due to higher related-party advances and a note payable of $70,000.
Off-Balance Sheet Arrangements
None.
Critical Accounting Policies and Estimates
The preparation of the Company’s financial statements in conformity with generally accepted accounting principles in the United States requires management to make assumptions and estimates that affect the reported amounts of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The following is a summary of the significant accounting policies and related estimates that affect the Company’s financial disclosures.
Revenue Recognition
The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. In applying the guidance of ASC 606, the Company 1) identifies the contract with the customer 2) identifies the performance obligations in the contract 3) determines the transaction price, 4) determines if an allocation of that transaction price is required to the performance obligations in the contract, and 5) recognizes revenue when or as the companies satisfies a performance obligation.
Revenue will generally be recognized upon shipment of products to the customer, less rebates, returns and allowances. We will be required to make estimates for such reductions to revenues at the time of sale. The Company plans to begin recognizing revenue in the second quarter of the fiscal year 2020.
Impairment of Long-Lived Assets
The long-lived assets held and used by the Company are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the carrying amount of any long-lived asset may be impaired, an evaluation of recoverability is performed. There were no impairment losses during the years ended March 31, 2019 and 2018.
Share-Based Payments
Determining the fair value of share-based awards at the measurement date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise and the associated volatility. Peptide Technologies estimates the fair value of options granted using the Black-Scholes valuation model. The expected life of the options used in this calculation is the period of time the options are expected to be outstanding. Expected stock price volatility is based on the historical volatility of Peptide Technologies’ stock for a period approximating the expected life, and the risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues approximating the expected life. Judgment is also required in estimating the amount of share-based awards that will be forfeited prior to vesting. Incorrect estimates could have a significant impact on the Company’s financial statements.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company’s market risk arises primarily from exposure to fluctuations in interest rates and exchange rates. The Company presently only transacts business in Canadian and U.S. Dollars. Management believes that the exchange rate risk surrounding future transactions of the Company will not materially or adversely affect the Company’s future earnings. Management does not believe that the Company is subject to any seasonal trends. The Company does not use derivative financial instruments to manage risks or for speculative or trading purposes.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
PEPTIDE TECHNOLOGIES, INC.
(formerly Eternelle Skincare Products, Inc.)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the board of directors of Peptide Technologies, Inc.,
formerly Eternelle Skincare Products, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Peptide Technologies, Inc., formerly Eternelle Skincare Products, Inc. (the "Company") as of March 31, 2019 and 2018, the related statement of operations, cash flows, and stockholders' deficit for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered losses, has not generated revenues and requires significant capital to commence operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ dbbmckennon
We have served as the Company's auditor since 2017.
Newport Beach, California
June 21, 2019
PEPTIDE TECHNOLOGIES, INC.
(formerly Eternelle Skincare Products Inc.)
BALANCE SHEETS
The accompanying notes are an integral part of these financial statements.
PEPTIDE TECHNOLOGIES, INC.
(formerly Eternelle Skincare Products Inc.)
STATEMENTS OF OPERATIONS
The accompanying notes are an integral part of these financial statements.
PEPTIDE TECHNOLOGIES, INC.
(formerly Eternelle Skincare Products Inc.)
STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of these financial statements.
PEPTIDE TECHNOLOGIES, INC.
(formerly Eternelle Skincare Products Inc.)
STATEMENTS OF STOCKHOLDERS’ DEFICIT
The accompanying notes are an integral part of these financial statements.
PEPTIDE TECHNOLOGIES, INC.
(formerly Eternelle Skincare Products Inc.)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - NATURE OF OPERATIONS
Peptide Technologies, Inc., (the “Company” or “Peptide”), was incorporated in the State of Nevada, United States of America, on November 18, 2005.
The Company’s business is to develop and market skincare products. Its plan is to build a state-of-the-art online store with a direct marketing and sales funnel aimed at targeted channels, using internet, social media, and content marketing. The Company’s marketing approach uses vetted channels that encompass several steps to gauge performance data from marketing tests against other campaigns in real-time with the ability to modify content delivery to targeted consumers immediately. The Company will engage a team with proprietary algorithmic software to assist in making these marketing decisions. Management believes this will provide the Company a distinct advantage over other companies that outsource marketing and advertising efforts to third parties.
The skincare space is well-suited for direct-to-consumer sales, and there are several channels that the Company will leverage to introduce its unique branding and creative advertising assets. Creating brand visibility, along with the back-end support to process orders, is one of the Company’s key strengths over smaller competitors in the space. In addition, the Company will create a brand that allows visibility and awareness to be molded organically, thereby increasing the brand’s value quickly.
The Company has identified a cosmetic and skincare manufacturer and has agreed upon product formulations, the design and sourcing of packaging, and product costs. The Company does not intend to enter into a long-term master supply agreement with the manufacturer. Rather, orders will be placed through individual purchase orders as needed. The Company’s activities are subject to significant risks and uncertainties, including the need for additional capital to carry out its plan of operation and competition from existing consumer product companies.
The majority of manufacturing, distribution, marketing, and sales operations will be outsourced. However, strategic planning and development will be performed internally by the Company. This includes, but is not limited to, developing our catalog of products, developing proprietary skincare formulations, pricing our products, deciding which markets to target, deciding which influencers to engage in marketing campaigns, developing sales channels such as our e-commerce sites, determining which marketing initiatives to pursue, and selecting strategic partners and suppliers to advance our business plan.
NOTE 2 - GOING CONCERN
These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate the continuation of the Company as a going concern. The Company has incurred losses from operations and had an accumulated deficit of $1,273,761 as of March 31, 2019. The Company also has excess liabilities over assets of $369,685. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
Management’s plans are to actively seek capital to enable the Company to add new products and/or services to ultimately achieve profitability. However, management cannot provide assurance that they can raise sufficient capital and whether the Company will ultimately achieve profitability, become cash flow positive, or raise additional debt and/or equity capital. If the Company is unable to raise additional capital in the near future or meet financing requirements, management expects that the Company will need to curtail operations, seek additional capital on less favorable terms, and/or pursue other remedial measures.
These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company become unable to continue as a going concern.
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Use of Estimates
These financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could ultimately differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments with original maturities of three months or less.
Revenue Recognition
Revenue is recognized upon shipment or upon receipt of products by the customer, depending on the agreed-upon terms, provided that: there are no uncertainties regarding customer acceptance; persuasive evidence of an agreement exists documenting the specific terms of the transaction; the sales price is fixed or determinable; and collectability is reasonably assured. Management assesses the business environment, the customer’s financial condition, historical collection experience, accounts receivable aging, and customer disputes to determine whether collectability is reasonably assured. If collectability is not considered reasonably assured at the time of sale, the Company does not recognize revenue until collection occurs. The Company plans to begin recognizing revenue in the second quarter of the fiscal year 2020.
Website
Expenditures related to the planning and operation of the Company’s website are expensed as incurred. Expenditures related to the website application and infrastructure development are capitalized and amortized over the website’s estimated useful life of three (3) years. Amortization expense for the years ended March 31, 2019 and 2018 was $5,334 and $2,659, respectively.
Impairment of Long-Lived Assets
The long-lived assets held and used by the Company are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the carrying amount of any long-lived asset may be impaired, an evaluation of recoverability is performed. There were no impairment losses during the years ended March 31, 2019 and 2018.
Share-Based Payments
The Company recognizes the cost of employee share-based payment awards on a straight-line attribution basis over the requisite employee service period, net of estimated forfeitures.
Determining the fair value of share-based awards at the measurement date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise and the associated volatility. Peptide Technologies estimates the fair value of options granted using the Black-Scholes valuation model. The expected life of the options used in this calculation is the period of time the options are expected to be outstanding. Expected stock price volatility is based on the historical volatility of Peptide Technologies’ stock for a period approximating the expected life, and the risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues approximating the expected life. Judgment is also required in estimating the amount of share-based awards that will be forfeited prior to vesting.
The fair value of restricted stock awards is based on the par value of Peptide Technologies’ common stock on the date of grant.
Income Taxes
Certain income and expense items are accounted for differently for financial reporting and income tax purposes. Deferred income tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities, applying enacted statutory income tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.
Basic and Diluted Income (Loss) Per Share
Basic income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed similar to basic income (loss) per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings per share is not shown for periods in which the Company incurs a loss because it would be anti-dilutive.
Fair Value of Financial Instruments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:
Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - Includes other inputs that are directly or indirectly observable in the marketplace.
Level 3 - Unobservable inputs which are supported by little or no market activity.
The Company’s financial instruments include accounts payable and accrued compensation. The carrying value of these instruments approximate their fair value because of their short-term nature.
Foreign Currency Translation and Transactions
The financial statements are presented in U.S. dollars. Foreign-denominated monetary assets and liabilities are translated to their U.S. dollar equivalents using foreign exchange rates at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in the results of operations.
Recent Accounting Pronouncements
The Financial Accounting Standards Board issues Accounting Standards Updates (“ASU”) to amend the authoritative literature in the Accounting Standards Codification (“ASC”). There have been a number of ASUs to date that amend the original text of the ASC. The Company believes those updates issued-to-date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company, or (iv) are not expected to have a significant impact on the Company.
NOTE 4 - ACCRUED COMPENSATION
Accrued compensation consists of the following:
NOTE 5 - RELATED PARTY TRANSACTIONS
The Company’s former Chief Financial Officer (“CFO”) advanced $63,877 and $53,850 to the Company during the years ended March 31, 2019 and 2018, respectively, to pay for operating expenses. The advances are due on demand and carry no interest. The related-party advances totaled $130,990 and $67,113 as of March 31, 2019 and 2018, respectively.
NOTE 6 - NOTE PAYABLE
During the year ended March 31, 2019, Black Star Holdings Ltd., a shareholder of the Company, was issued a promissory note in the principal amount of $70,000. The note is unsecured and bears interest at 10 percent, per annum. Repayment of this note is due no later than February 19, 2021. On April 15, 2019, Black Star Holdings Ltd. was issued an additional promissory note in the principal amount of $67,257 ($90,000 Canadian Funds). The note is unsecured and bears interest at 10 percent, per annum. Repayment of the note is due no later than April 15, 2021.
NOTE 7 - COMMON STOCK
The Company has authorized the issuance of 675,000,000 shares of common stock with a par value of $0.001 per share. 127,112,660 shares of common stock were issued and outstanding as of March 31, 2019 and 2018, respectively. The Company determined that the fair value of its common stock was equal to its par value during the years ended March 31, 2019 and 2018.
During the year ended March 31, 2018, the Company’s Board of Directors approved the rescission of 39,200,000 shares of common stock. Prior to the Company’s change in business focus, these shares were issued, but not tendered, pending financial compensation to be received by the Company, agreements to be signed between the Company and certain consultants/shareholders, or specific performance by the consultants/shareholders. As these conditions were ultimately not met by these shareholders, the Board of Directors rescinded these shares. No value was ascribed to the shares cancelled, thus no gain was recorded. The Company’s Board of Directors and shareholders have agreed to indemnify the Company for any shareholder actions related to these share rescissions.
In March 2018, the Company issued 5,000,000 shares of common stock with a fair value of $5,000 to Byron Striloff in connection with his appointment as President of the Company. The Company also issued 5,000,000 shares of common stock with a fair value of $5,000 to Bruce Sellars in connection with his appointment as a Director and Chief Executive Officer of the Company. Additionally, the Company issued 250,000 shares of common stock with a fair value of $250 to Irene Getty in connection with her appointment to the Board of Directors.
In December 2018, Baxter Koehn, who was the Chairman of the Board of Directors and Chief Financial Officer, transferred 45,000,000 shares of common stock with an estimated fair value of $45,000 to Irene Getty upon her appointment as the new Chief Financial Officer and his resignation from the Board of Directors. As Mr. Koehn was a significant shareholder owning more than 10% of the shares outstanding at the time, the Company recognized stock-based compensation expense of $45,000 related to this transfer of shares based on management’s estimate of the fair value of the entity, net of liabilities. The stock-based compensation was recorded within general and administrative expense on the accompanying statement of operations.
NOTE 8 - INCOME TAXES
The 2017 Tax Act, which was signed into law on December 22, 2017, has resulted in significant changes to the U.S. corporate income tax system. These changes include a federal statutory rate reduction from the maximum rate of 35% to 21%, the elimination or reduction of certain domestic deductions and credits and limitations on the deductibility of interest expense and executive compensation. The 2017 Tax Act also transitions international taxation from a worldwide system to a modified territorial system and includes base erosion prevention measures on non-U.S. earnings, which has the effect of subjecting certain earnings of our foreign subsidiaries to U.S. taxation as global intangible low taxed income (GILTI). These changes were effective beginning in 2018.
Income tax expense differs from the amount that would result from applying the federal income tax rate to earnings before income taxes. Reconciliations of the U.S. federal statutory rate to the actual tax rate are as follows for the years ended March 31, 2019 and 2018:
The composition of the Company’s deferred tax assets as of March 31, 2019 and 2018 is as follows:
Due to the reduction in the federal statutory rate resulting from the Tax Act, deferred tax assets decreased by $160,000, and the valuation allowance decreased by $160,000 during the year ended March 31, 2018. The valuation allowance increased by $10,000 during the year ended March 31, 2019.
The Company had a net operating loss carryforward balance of $1,148,764 and $1,100,663 as of March 31, 2019 and 2018, respectively. The Company’s net operating losses have expiration dates ranging from 2024 to 2038.
The Company’s recognized and unrecognized deferred tax assets related to unused tax losses. A full valuation allowance has been recorded against the potential deferred tax assets associated with all the loss carryforwards as their utilization is not considered “more likely than not” at this time.
NOTE 9 - COMMITMENTS AND CONTINGENCIES
The Company is not currently involved with and does not have knowledge of any pending or threatened litigation against the Company or any of its officers.
NOTE 10 - SUBSEQUENT EVENTS
See Note 6.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
This report includes the certifications of our Chief Executive Officer and our Chief Financial Officer required by Rule 13a-14 of the Securities Exchange Act of 1934 (the “Exchange Act”). See Exhibits 31.1 and 31.2. This Item 4 includes information concerning the controls and control evaluations revered to in those certifications.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules and forms and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures were designed to provide reasonable assurance that the controls and procedures would meet their objectives.
As required by SEC Rule 13a-15(b), our Chief Executive Officer and Chief Financial Officer need to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2019.
Management’s Report on Internal Control over Financial Reporting
Our Chief Executive Officer and the Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of our internal control over financial reporting. Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d(f) under the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP. Internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (c) provide reasonable assurance that receipts and expenditures are being made only in accordance with appropriate authorization of management and the Board of Directors, and (d) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.
Internal controls for Peptide Technologies Inc. were presented and accepted by the Board as of February 23, 2019. In connection with the preparation of this Annual Report on Form 10-K for the year ended March 31, 2019, our Chief Executive Officer and Chief Financial Officer have not yet concluded that our internal controls and procedures over financial reporting were effective as of March 31, 2019.
Inherent Limitations on Internal Controls
It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the control system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Limitations inherent in any control system include the following:
Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes;
Controls can be circumvented by individuals, acting alone or in collusion with others, or by management override;
The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;
Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures; and
The design of a control system must reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.
Name
Age
Office Held
Bruce Sellars
Director, Chief Executive Officer
Irene Getty
Director, Chief Financial Officer
Dennis Cox
Director
Byron Striloff
President
Mr. Bruce Sellars, Director, Chief Executive Officer
Bruce M. Sellars, P.Eng., MBA is a seasoned executive with over 40 years of business experience in a variety of technical, managerial, and executive positions. Mr. Sellars has held executive level positions in business development and marketing for firms in the renewable energy, oil and gas, electric utility, and water and wastewater utility industries. These firms include Texaco Canada, Nexen, North Canadian Oils, EPCOR, TransAlta, Hydroxyl, Hill Murray & Associates, Highwater Power, and Cedar Road LFG. He has created and executed strategic and tactical marketing and sales plans and has led business development and sales teams. Mr. Sellars has successfully led the North American sales efforts for two European manufacturing companies. Mr. Sellars has founded several companies and has been a Director of a publicly traded company and several private companies.
Ms. Irene Getty, Director, Chief Financial Officer
Ms. Irene Getty is an experienced executive having served as a Director and President of publicly traded companies. Ms. Getty has over 20 years of accounting experience as an Owner and Director of Aspire Business Service, a company serving various companies in Western Canada. Previously, Ms. Getty gained 25 years of experience in the accounting departments of Rendek Construction Ltd. and other companies in Western Canada. Ms. Getty has been a Director and Officer of a publicly traded company and several private companies.
Dr. Dennis Cox, Director
Mr. Dennis Cox is a business consultant who has served in various management positions. He has over 35 years of experience working in various manufacturing and service-oriented companies. From 1965 to 1985, Mr. Cox worked at Canadian Forest Products Ltd. (CFP), a large building products company producing plywood and hard board paneling, in New Westminster, British Columbia. Mr. Cox has held a wide variety of positions with CFP, including Buyer, Senior Buyer, Mill Stores, and Maintenance Coordinator and Shipper.
From 1986 to 2003, Mr. Cox worked as a consultant and then as an employee manager for Industrial Equipment Company Ltd. (IECO), a power transmission distributor that was located in Delta, British Columbia. IECO carried a full range of power transmission equipment, bearings, material handling, fluid power, and other related products.
Since 2001 and up to the present, Mr. Cox was President of Denox Holdings Inc., his personal holding company, where he manages investments and contracts with companies in the forestry industry to set up warehousing systems.
In August 2014, Mr. Cox was appointed to serve as a Director and Officer of Peptide Technologies Inc., a company registered with the Securities and Exchange Commission.
Mr. Byron Striloff, President
Mr. Byron Striloff spent 35 years as a senior investment advisor in the areas of personal and corporate investment management, tax planning, venture capital, insurance, and estate planning. He was a producing branch manager and has held senior management and directorship positions for various national investment dealers. His most recent account executive position as a senior personal and corporate investment advisor from 2012 through January 2016 was with CIBC Wood Gundy. He is also presently a Director of Nationwide Self Storage and a Trustee for Valhalla Diamond Trust.
His primary area of specialization is the development of financial strategies that optimize investment performance from long-term trends, tax minimization, and wealth creation for individuals and businesses. He is also a master qualified member of the Dent Foundation and frequently speaks at public seminars on demographic economic forecasting.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
The Company has not awarded or paid to the named executive officers any compensation during the years ended March 31, 2019 and 2018. Effective February 23, 2019, the Board has agreed that salaries will not be accrued or paid for 24 months from the date of the resolution.
Compensation of Directors
The Company does not compensate its directors for their time spent on behalf of the Company, but they are entitled to receive reimbursement for all out-of-pocket expenses incurred for attending Board of Directors meetings. Irene Getty was paid $45,000.00 in stock (45,000.000 shares).
Pension and Retirement Plans
Currently, the Company does not offer any annuity, pension, or retirement benefits to any of its officers, directors, or employees in the event of retirement. There are also no compensatory plans or arrangements with respect to any individual named above which results or will result from the resignation, retirement, or any other termination of employment with the company, or from a change in the control of the Company.
Employment Agreements
The Company does not have written employment agreements with any of its key employees.
Audit Committee
Presently, the Board of Directors is performing the duties that would normally be performed by an audit committee. The Board of Directors intends to form a separate audit committee and is seeking potential independent directors.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information, as of March 31, 2019, with respect to any person (including any “group”, as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who is known to the Company to be the beneficial owner of more than five percent of any class of the Company’s voting securities, and as to those shares of the Company’s equity securities beneficially owned by each of its directors, the executive officers of the Company and all of its directors and executive officers of the Company and all of its directors and executive officers as a group. Unless otherwise specified in the table below, such information, other than information with respect to the directors and officers of the Company, is based on a review of statements filed, with the Securities and Exchange commission (the “Commission”) pursuant to Sections 13 (d), 13 (f), and 13 (g) of the Exchange Act with respect to the Company’s common stock. As of March 31, 2019, there were 127,112,660 shares of common stock outstanding.
The number of shares of common stock beneficially owned by each person is determined under the rules of the Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.
The table also shows the number of shares beneficially owned as of March 31, 2019 by each of the individual directors and executive officers and by all directors and executive officers as a group.
Name of Beneficial Owner
Position
Amount and Nature
of Beneficial Owner
Percent of
Common Stock
Bruce Sellars
Director, Chief Executive Officer
5,260,000
4.14%
Irene Getty
Director, Chief Financial Officer
45,255,000
35.57%
Dennis Cox
Director
259,000
0.20%
Byron Striloff
President
5,745,000
4.52%
Total Officer and Directors
56,519,000
44.46%
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
None.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees. The aggregate fees billed by dbbmckennon for the audit and reviews of the Company’s financial statements were $23,020 and $24,000 for the fiscal years ended March 31, 2019 and 2018, respectively.
Audit-Related Fees. The aggregate fees billed by dbbmckennon for assurance and related services, that are reasonably related to the performance of the audit or review of the Company’s financial statements for the fiscal years ended March 31, 2019 and 2018 and that are not disclosed in the paragraph captioned “Audit Fees” above, were $0.
Tax Fees. The aggregate fees billed by dbbmckennon for professional services rendered for tax compliance, tax advice, and tax planning for the fiscal years ended March 31, 2019 and 2018 were $0.
All Other Fees. The aggregate fees billed by dbbmckennon for products and services, other than the services described in the paragraphs “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above for the fiscal years ended March 31, 2019 and 2018 were $0.
ITEM 15.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
See Item 13 “Financial Statements and Supplementary Data.” The following is a complete list of exhibits filed as part of this Form 10. Exhibit numbers correspond to Item 601 of Regulation S-K.
Notes:
(1) Filed as an exhibit to our Registration Statement on Form 10 filed with the SEC on July 28, 2017.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.