What changed in this filing

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Item 9A. Controls and Procedures

2016-06-07 compared with 2015-06-17 · 132 added, 115 removed, 331 unchanged (43% of the section changed)

8 unchanged sentences

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company's annual or interim financial statements will not be prevented or detected on a timely basis.

In its assessment of the effecti

veness of internal control over financial reporting as of January 31, 2015, our company determined that there were control deficiencies that constituted material weaknesses, as described below:

In its assessment of the effectiveness of internal control over financial reporting as of January 31, 2016, our company determined that there were control deficiencies that constituted material weaknesses, as described below:

We did not maintain appropriate financial reporting controls – As of January 31, 2016, our company has not maintained sufficient internal controls over financial reporting for the financial reporting process.

As at January 31, 2015, our company did not have sufficient financial reporting controls with respect to timely financial reporting and the ability to process complex accounting issues such as debt conversions.

As at January 31, 2016, our company did not have sufficient financial reporting controls with respect to the ability to process complex accounting issues such as its asset acquisition.

Subsequent to January 31, 2016, our company has obtained the necessary assistance to ensure that the performance of complex accounting issues can be performed accurately and on a timely basis.

5 unchanged sentences

Other Information

On July 24, 2014, Maziar Badii and Richard Azani resigned as directors of our company.

The resignations of Maziar Badii and Richard Aazani were not the result of any disagreements with our company regarding our operations, policies, practices or otherwise.

In addition, Hamid Doroudian resigned as our president, chief executive officer and secretary.

On July 24, 2014, we appointed Dr.

Patrick Frankham and Dr.

Hamid Doroudian as directors of our company and appointed Dr.

Ahmad Doroudian, a director of our company, as president, chief executive officer and secretary.

On February 5, 2015, we accepted the resignation of Dr.

12 unchanged sentences

Bormann as Chief Executive Officer of our company.

On November 16, 2015, we accepted the resignation of Dr.

BJ Bormann as director.

We also accepted the resignation of Dr.

Bormann as our Chief Executive Officer effective October 16, 2015.

Bormann's resignation was not the result of any disagreements with our company regarding our operations, policies, practices or otherwise.

Ahmad Doroudian, our director and Chairman of the Board, was appointed as our interim Chief Executive Officer.

On November 20, 2015, we appointed Dr.

Pravin Chaturvedi as our new Chief Executive Officer and Director.

Also on the same date, we accepted the resignation of Dr.

Ahmad Doroudian as interim Chief Executive Officer.

Doroudian remained as Chairman of the board.

Directors, Executive Officers and Corporate Governance

7 unchanged sentences

September 17, 2007

Pravin Chaturvedi

Chief Executive Officer and Director

November 20, 2015

Chief Financial Officer

1 unchanged sentence

Patrick Frankham

Vice-President Business Development and Director

July 24, 2014

Barbara-Jean Bormann-Kennedy (BJ Bormann)

Chief Executive Officer and Director

February 5, 2015

Wolfgang Renz

18 unchanged sentences

Doroudian is also the chief executive officer of Merus Labs International Inc., a specialty pharmaceutical company engaged in the acquisition and licensing of pharmaceutical products.

Chaturvedi – President, Chief Executive Officer and Director

Pravin Chaturvedi was the founder of Boston-based IndUS Pharmaceuticals, Inc., which was acquired by our company in November 2015 and a co-founder and serves as interim chief executive officer of Florida-based Oceanyx Pharmaceuticals.

He also serves as the chief scientific officer of San Francisco-based Napo Pharmaceuticals.

Previously, he has served as the president and chief executive officer of Boston-based Scion Pharmaceuticals.

Chaturvedi serves on the boards of Oceanyx, FuelEd Schools, Cellanyx, PRADAN USA and Sindu Research Laboratories.

He has previously served on the Boards of Scion Pharmaceuticals and TiE Boston.

He also serves as an advisory board member to our company, TFC Biosciences and Springboard Enterprises and is the Chair of the Research Advisory Council for the Health Sciences Center of West Virginia University.

He is an adjunct faculty member at Georgetown Medical School.

Over his 25+ year career, Dr.

Chaturvedi has participated or led the discovery and/or development activities for several new chemical entities, culminating in the successful development and commercialization of several new drugs that are currently marketed by various companies.

Prior to his roles at our company, IndUS, Oceanyx, Napo and Scion Pharmaceuticals, Dr.

Chaturvedi, spent several years at Vertex Pharmaceuticals as the Head of Lead Evaluation.

Prior to Vertex, he was in the preclinical group at Alkermes and he started his R&D career in the Product Development group at Parke-Davis/WarnerLambert Company (now Pfizer).

Chaturvedi holds a Ph.D.

in Pharmaceutical Sciences from West Virginia University and a Bachelor's in Pharmacy from the University of Bombay

Moira Ong – Chief Financial Officer

7 unchanged sentences

Ong was a manager in the banking and securities group at a global accounting firm in New York from 2000 to 2003.

Ong obtained her CA designation in 1999 and her CFA designation in 2003.

Patrick Frankham – Vice-President Business Development and Director

Patrick Frankham was appointed as vice-president business development and director of our company on July 24, 2014.

Ong obtained her Chartered Professional Accountant designation in 1999 and her Chartered Financial Analyst designation in 2003.

Patrick Frankham – Director

Patrick Frankham was appointed as director of our company on July 24, 2014.

Frankham has over 20 years of experience in the biopharmaceutical and services industries.

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Frankham to our board due to his background in the biopharmaceutical industry.

Barbara-Jean Bormann-Kennedy (BJ Bormann) – Chief Executive Officer and Director

Bormann was appointed as chief executive officer and director of our company on February 5, 2015.

Bormann is a professional with almost 30 years of experience in academic and pharmaceutical science and biotech and pharmaceutical business development.

Bormann also serves as the interim chief executive officer of Supportive Therapeutics, LLC, a company that is developing a drug for the treatment of oral mucositis, a severe side effect to radiation and chemotherapy treatment in oncology patients.

Bormann has previously been the chief executive officer of Harbour Antibodies based in the Netherlands, licensing transgenic mice that make human antibodies, and the chief business advisor for NanoMedical Systems, Inc.

of Austin, Texas that licenses a unique implantable drug delivery device.

Prior to these engagements, Dr.

Bormann was senior vice president responsible for world-wide alliances, licensing and business development at Boehringer Ingelheim Pharmaceuticals, Inc.

from 2007 to 2013.

From 1996 to 2007, she served in a number of positions at Pfizer, Inc., the last one being vice president of Pfizer Global Research and Development and the world-wide Head of Strategic Alliances.

Bormann currently serves on the board of directors of various companies, including Supportive Therapeutics, LLC, the Institute for Pediatric Innovation and Bioline RX (BLRX:NASDAQ).

Bormann received her Ph.D.

in biomedical science from the University of Connecticut Health Center and her B.Sc.

from Fairfield University in biology.

Bormann completed postdoctoral training at Yale Medical School in the department of pathology.

Wolfgang Renz – Director

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Conflicts of Interest

Bormann serves as the interim chief executive officer of Supportive Therapeutics, LLC, a company that is developing a drug for the treatment of oral mucositis, a severe side effect to radiation and chemotherapy treatment in oncology patients.

Bormann currently serves on the board of directors of various companies, including Supportive Therapeutics, LLC, the Institute for Pediatric Innovation and Bioline RX (BLRX:NASDAQ).

Chaturvedi is a co-founder and serves as an interim chief executive officer of Oceanyx Pharmaceuticals, a company that is developing novel drugs indicated for the treatment of cancer, bone and neurodegenerative disorders.

Chaturvedi currently also serves on the board of directors of various for-profit entities, including Oceanyx Pharmaceuticals, Cellanyx, Bach Pharma, and two non-profit organizations, PRADAN USA and FuelEd Schools.

He also serves on the board of the Indian affiliate of IndUS Pharmaceuticals (Sindu Research Laboratories) and remains a consultant to Napo Pharmaceuticals and Jaguar Animal Health, which are focused on gastrointestinal products.

He also serves on the advisory board of another non-profit entity (Springboard Enterprises) and serves as an Adjunct Professor of Medicine at Georgetown Medical School.

Renz is president of international business at Physicians Interactive and also serves as adjunct professor of surgery at McGill University's Faculty of Medicine in Montreal, Canada.

While we do not anticipate that these activities will compete with our business, Dr.

Bormann and Dr.

Chaturvedi and Dr.

Renz may have pre-existing fiduciary duties with one or more organizations and may not agree to present business opportunities or research data to us unless other entities have first declined to accept them or consented to their release.

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Our company has an audit committee charter which was adopted and approved by our board of directors on May 25, 2010.

A copy of our audit committee charter is included as an exhibit to this annual report.

Executive Compensation

The particulars of the compensation paid to the following persons:

our principal executive officer;

each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended January 31, 2015 and 2014;

up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended January 31, 2015 and 2014,

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

(a) our principal executive officer;

(b) each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended January 31, 2016 and 2015;

(c) up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended January 31, 2016 and 2015, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE

Name and Principal Position

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensa-tion ($)

Change in Pension Value and Nonqualified Deferred Compensa-tion Earnings ($)

All Other Compensa-tion ($)

Barbara-Jean Bormann-Kennedy(BJ Bormann) (1)

President and Director

Moira Ong (2) Chief Financial Officer

Ahmad Doroudian (3) Chairman, Secretary and Director

Hamid Doroudian (4) Former President, Chief Executive Officer, Secretary and Director

Bormann was appointed as our president and director on February 5, 2015.

Compensa-tion

Pravin Chaturvedi (1)

President, Chief Executive Officer and Director

Moira Ong (2)

Chief Financial Officer

Ahmad Doroudian (3)

Chairman, Secretary and Director

Barbara-Jean Ann Bormann Kennedy (BJ Bormann) (4)

Former President, Chief Executive Officer and Director

Chaturvedi was appointed as our president, Chief Executive Officer and Director on November 20, 2015.

Ong was appointed as our Chief Financial Officer on December 26, 2010.

Ahmad Doroudian was as our appointed president, chief executive officer and director on September 17, 2007 and as chief executive officer and secretary on March 30, 2011.

Doroudian was appointed as our President, Chief Executive Officer and Director on September 17, 2007 and as Chief Executive Officer and Secretary on March 30, 2011.

He resigned as President, Chief Executive Officer and Secretary on August 30, 2011 and was re-appointed as president, Chief Executive Officer and secretary on July 24, 2014.

2 unchanged sentences

Ahmad Doroudian acts as our company's Chairman, Secretary and Director.

Hamid Doroudian was appointed president, chief executive officer and secretary of our company on August 30, 2011.

On July 24, 2014, Dr.

Hamid Doroudian was appointed as a director of our company and resigned as president, chief executive officer and secretary.

Hamid Doroudian resigned as a director of our company on February 5, 2015.

Bormann was appointed as our President, Chief Executive Officer and Director on February 5, 2015.

Bormann resigned as President and Chief Executive Officer on October 16, 2015 and as Director on November 16, 2015.

Other than as set out below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

2 unchanged sentences

Stock Option Plan

We do not currently have a stock option plan.

Our company has stock option plan which was adopted and approved by our shareholders on December 30, 2015.

Stock Options/SAR Grants

During our fiscal year ended January 31, 2015 there were no grants of plan based awards to our named officers or directors.

During our fiscal year ended January 31, 2016, 4,000,000 stock options with exercise price of $0.10 and maturity on December 14, 2020 were granted to two of our directors.

Subsequent to year end, we granted 7,250,000 stock options with exercise price of $0.70 and maturity on February 22, 2021 to officers, directors and consultants.

Outstanding Equity Awards at Fiscal Year End

1 unchanged sentence

Options Awards

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of That Have Not Vested ($)

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Stock Rights That Have Not Vested (#)

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Unitsor Other Rights That Have Not Vested ($)

Ahmad Doroudian (1)

Ahmad Doroudian was as our appointed president, chief executive officer and director on September 17, 2007 and as chief executive officer and secretary on March 30, 2011.

He resigned as president, chief executive officer and secretary on August 30, 2011 and was re-appointed as president, chief executive officer and secretary on July 24, 2014.

Doroudian subsequently resigned as president and chief executive officer on February 5, 2015 and was appointed as chairman on that date.

Currently Dr.

Ahmad Doroudian acts as our company’s chairman, secretary and director.

Unexercisable

Expiration Date

Shares, Units

Stock Rights That

Shares, Units

Option Exercises

4 unchanged sentences

Wolfgang Renz is an independent director, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934 , as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

Effective March 19, 2015, we entered into director services agreements with our chief executive officer and director, BJ Bormann, and our directors, Dr.

Effective November 19, 2015, we entered into director services agreements with our directors, Dr.

Wolfgang Renz and Dr.

Patrick Frankham.

Pursuant to the agreements each director shall provide director services to our company for a period of 24 months in consideration for 100,000,000 shares of our common stock payable in installments of 25,000,000 upon execution of the agreement, 25,000,000 after 6 months, 25,000,000 after 12 months, and 25,000,000 after 24 months.

Pursuant to the agreements each director shall provide director services to our company for a period of 24 months in consideration for 10,000,000 options to purchase our common stock to be granted as follows:

2,000,000 options on each of December 15, 2015, December 15, 2016, December 15, 2017, December 15, 2018 and December 15, 2019.

Each agreement may be terminated by our company without notice for cause, or by any party with 30 days prior notice.

5 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of May 15, 2015, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group.

The following table sets forth, as of April 29, 2016, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group.

Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated.

1 unchanged sentence

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership

Percentage of Class (1)

Ahmad Doroudian (2) 4172 Doncaster Way Vancouver BC V6S 1V9

Amount and Nature of

Beneficial Ownership

Ahmad Doroudian (2)

4172 Doncaster Way

Vancouver BC V6S 1V9

21,659,501 (3)

Common Shares

Moira Ong (4 ) 2392 Lawson AvenueWest Vancouver, BC V7V 2E6

Pravin Chaturvedi (4)

27 Jenkins Road

Andover, MA 01810

1,208,333 (5)

Common Shares

Moira Ong (6)

2392 Lawson Avenue

West Vancouver, BC V7V 2E6

2,500,000 (7)

Common Shares

Patrick Frankham (8)

1 unchanged sentence

Rosemere, QC, J7A 4J7

Common Shares

Barbara-Jean Bormann-Kennedy(BJ Bormann) (6)

#306 – 1188 BroadwaySomerville, MA 02144

2,100,000 (9)

Common Shares

Wolfgang Renz (10)

Am Hochgericht 31Rheinfelden, Germany 79618

Am Hochgericht 31

Rheinfelden, Germany 79618

2,000,000 (11)

Common Shares

1 unchanged sentence

Common Shares

Devan Dass4093 W.

40 th AvenueVancouver BC V6C 3B9

8,608,950Common Shares

Giora Davidai21 Hampton LaneNew Canaan CT 06840

10,000,000Common Shares

Stanley Papp and Sharon Papp JTTEN1315 Dempsey RoadNorth Vancouver BC V7K 1S7

7,953,644Common Shares

Teya Kamille Sellan

Dewdney, BC V0M 1H0

ClearTrust LLC, nominee for IndUS Pharmaceuticals Inc.

Common Shares

Vintage Capital Group Inc.

36945 Lougheed HigwayMission BC V0M 1H0

Sierra Capital Limited

2 nd floor, Marcopole Plaza

Halifax Street

Vincent, British West Indies

Common Shares

7 unchanged sentences

In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on May 15, 2015.

As of May 15, 2015, there were 108,363,784 shares of our company’s common stock issued and outstanding.

Ahmad Doroudian was as our appointed president, chief executive officer and director on September 17, 2007 and as chief executive officer and secretary on March 30, 2011.

As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on April 29, 2016.

As of April 29, 2016, there were 74,922,114 shares of our company's common stock issued and outstanding.

Ahmad Doroudian was appointed as our President, Chief Executive Officer and Director on September 17, 2007 and as Chief Executive Officer and Secretary on March 30, 2011.

He resigned as President, Chief Executive Officer and Secretary on August 30, 2011 and was re-appointed as President, Chief Executive Officer and Secretary on July 24, 2014.

3 unchanged sentences

(3) Includes 20,259,501 shares owned by Dr.

Ahmad Doroudian, 200,000 shares owned by Khadija Zerouali, the spouse of Dr.

Ahmad Doroudian, and 200,000 shares owned by Kinwa Pharma International Company Ltd., a company over which Dr.

Doroudian, 200,000 shares owned by Khadija Zerouali, the spouse of Dr.

Ahmad Doroudian, 200,000 shares owned by Kinwa Pharma International Company Ltd., a company over which Dr.

Ahmad Doroudian and Ms.

Zerouali have shared voting and investment power and 80,000 options to purchase shares at $0.05 for a period of five years from May 25, 2010 and 50,000 warrants to purchase shares at $0.05 for a period of five years from July 30, 2010.

Zerouali have shared voting and investment power and 1,000,000 options to purchase shares at $0.70 for a period of five years from February 23, 2016.

Chaturvedi was appointed as our President, Chief Executive Officer and Director on November 20, 2015.

(5) Includes 208,333 shares owned by Dr.

Chaturvedi and 1,000,000 options to purchase shares at $0.70 for a period of five years from February 23, 2016.

Ong was appointed as our Chief Financial Officer on December 26, 2010.

Patrick Frankham was appointed as vice-president business development and director of our company on July 24, 2014.

Bormann was appointed as chief executive officer and director of our company on February 5, 2015.

(7) Includes 2,000,000 shares owned by Ms.

Ong and 500,000 options to purchase shares at $0.70 for a period of five years from February 23, 2016.

Patrick Frankham was appointed as Director of our company on July 24, 2014.

(9) Includes 100,000 shares owned by Inflexion Point Healthcare, a company over which Dr.

Frankham has shared voting and investment power with his spouse and 2,000,000 options to purchase shares at $0.10 for a period of five years from December 15, 2015.

Renz was appointed as a Director of our company on February 5, 2015.

(11) Includes 2,000,000 options to purchase shares at $0.10 for a period of five years from December 15, 2015.

Changes in Control

6 unchanged sentences

Ahmad Doroudian, Dr.

Patrick Frankham, Dr.

BJ Bormann and Dr.

Pravin Chaturvedi, Dr.

Patrick Frankham and Dr.

Wolfgang Renz.

Wolfgang Renz is an independent director.

Patrick Frankham and Dr.

Wolfgang Renz are independent directors.

Our audit committee consists of Dr.

15 unchanged sentences

All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

Exhibit Number

Articles of Incorporation and Bylaws

40 unchanged sentences

Giora Davidai (incorporated by reference to our Current Report on Form 8-K filed on March 26, 2015)

Director Services Agreement dated November 19, 2015 with Dr.

Patrick Frankham (incorporated by reference to our Quarterly Report on Form 10 Q filed on December 15, 2015)

Director Services Agreement dated November 19, 2015 with Dr.

Wolfgang Renz (incorporated by reference to our Quarterly Report on Form 10 Q filed on December 15, 2015)

Consulting Services Agreement dated November 19, 2015 with Dr.

Giora Davidai (incorporated by reference to our Quarterly Report on Form 10 Q filed on December 15, 2015)

Plan of Merger and Acquisition Agreement between our company and IndUS Pharmaceuticals, Inc., dated November 4, 2015 (incorporated by reference to our Current Report on Form 8 K filed on November 23, 2015 and our Current Report on Form 8 K/A filed on February 3, 2016)

Employment Agreement dated November 20, 2015 with Dr.

Pravin Chaturvedi (incorporated by reference to our Quarterly Report on Form 10 Q filed on December 15, 2015)

Employment Agreement dated February 1, 2016 with Dr.

Ahmad Doroudian

Employment Agreement dated February 1, 2016 with Moira Ong

Consulting Services Agreement dated February 1, 2016 with Soho Capital Inc.

Rule 13a-14(d)/15d-14(d) Certifications

6 unchanged sentences

Audit Committee Charter

Stock Option Plan

Interactive Data Files

9 unchanged sentences

June 7 , 2016

/s/ Pravin Chaturvedi

Pravin Chaturvedi

Chief Executive Officer and Director

(Principal Executive Officer)

June 17, 2015

/s/ Moira Ong

4 unchanged sentences

June 7 , 2016

By /s/ Pravin Chaturvedi

Pravin Chaturvedi

Chief Executive Officer and Director

1 unchanged sentence

June 7 , 2016

Ahmad Doroudian

/s/ Ahmad Doroudian

Ahmad Doroudian

1 unchanged sentence

June 7 , 2016

Patrick Frankham

/s/ Patrick Frankham

Patrick Frankham

Vice-President Business Development and Director

June 7 , 2016

Wolfgang Renz

/s/ Wolfgang Renz

Wolfgang Renz

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 9A. Controls and Procedures