NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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.
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.
GALILEO LIFE SCIENCES, INC.
(FORMERLY MODERN MOBILITY AIDS, INC)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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;
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Two million (2,000,000) common shares upon delivery of certain materials, drawings and Prototypes to the Company;
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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
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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.
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GALILEO LIFE SCIENCES, INC.
(FORMERLY MODERN MOBILITY AIDS, INC)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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 $43,687 to shareholders. The loans are payable on demand, unsecured and bears no interest. The loan shall be payable on demand within five (5) days from the date of request. In the event payment is not timely made, subsequent to the demand, interest will accrue on the unpaid balance at the rate of 15% per annum, compounded monthly, from and after the date of such failure to pay.
7. NOTES PAYABLE
The Notes are unsecured and payable on the following maturity dates. The following summarizes the notes payable;
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March 31,
2015
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June 30,
2014
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Rate
of
Interest
(per annum)
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Maturity Date
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* The Note is for CDN$ 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.
GALILEO LIFE SCIENCES, INC.
(FORMERLY MODERN MOBILITY AIDS, INC)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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.
GALILEO LIFE SCIENCES, INC.
(FORMERLY MODERN MOBILITY AIDS, INC)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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:
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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.
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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.
GALILEO LIFE SCIENCES, INC.
(FORMERLY MODERN MOBILITY AIDS, INC)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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.