What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2018-12-18 compared with 2018-09-14 · 29 added, 20 removed, 314 unchanged (13% of the section changed)

137 unchanged sentences

The micellisation process results in a stable, homogenous and transparent mixture, which significantly increases uptake of fat soluble ingredients from the gut into the blood system of fat soluble ingredients, resulting in greater bioavailability.

Solumer Drug Delivery Technology (Oral Platform)

Pivot has acquired the worldwide rights to Solubest’s Solumer Technology for the oral delivery of cannabinoids, such as CBD and THC, with improved bioavailability.

The Solumer Technology allows to convert the cannabinoids to powder for tablets and capsules and the powder can be dispersed in liquids to give a clear solution that is colorless, and flavorless for beverage applications.

Ready-To-Infuse Cannabis Technology

6 unchanged sentences

Efficient mass production of capsules, conforming to GMP standards is part of our core competencies and manufacturing capabilities.

Production of capsules is scheduled for the third quarter of the calendar year 2018.

Production of capsules is scheduled for the second quarter of the calendar year 2019.

Beverage/Additive Stick Packs:

1 unchanged sentence

Stick packs are also highly functional.

Production of stick packs is scheduled for the third quarter of the calendar year 2018.

Production of stick packs is scheduled for the second quarter of the calendar year 2019.

Pet Products:

Our patented cannabis powder will also be mass produced and packaged in bulk for both consumer pet health needs.

Production of pet powders is scheduled for the third quarter of calendar year 2018.

Production of pet powders is scheduled for the second quarter of calendar year 2019.

Lotions and Topical Creams:

28 unchanged sentences

Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements for the period ended July 31, 2018, which are included herein.

Our operating results for the three and six months ended July 31, 2018 and 2017 are summarized as follows:

The following summary of our results of operations should be read in conjunction with our financial statements for the period ended October 31, 2018, which are included herein.

Our operating results for the three and nine months ended October 31, 2018 and 2017 are summarized as follows:

Three Months Ended

Six Months Ended

Nine Months Ended

Due diligence costs

2 unchanged sentences

$ (1,609,280 )

Licensing fees

Professional fees

3 unchanged sentences

Total Other Income (Expenses)

$ (1,965,711 )

$ (2,377,031 )

Net Income (Loss)

1 unchanged sentence

$ (6,416,362 )

For the six months ended July 31, 2018, our net loss increased by $2,713,473 as compared to the six months ended July 31, 2017.

For the three months ended July 31, 2018, our net loss increased by $1,408,891 as compared to the three months ended July 31, 2017.

For the nine months ended October 31, 2018, our net loss increased by $6,621,724 from a net income of $205,362 during the prior period to a net loss of $6,416,362 in the current period.

For the three months ended October 31, 2018, our net loss increased by $3,908,247 from a net income of $530,726 during the prior period to a net loss of $3,377,521 in the current period.

Net incomes during the three and nine months ended October 31, 2017 resulted primarily from the recognition of gain on settlements of debts related to accrued consulting fees forgiven, debts converted into shares of our common stock, as well as conversion of accrued liabilities related to our past Chief Executive Officer into a promissory note.

Net loss increased during the three and nine months ended October 31, 2018 due to the following.

In March 2018, our company secured convertible debentures totaling $3,926,804 ($5,000,000 Canadian Dollars), which allowed our company to pursue development of our platform technologies and to secure and develop further intellectual property.

During the six months ended July 31, 2018, we completed the acquisitions of the Thrudermic Transdermal Nanotechnology and Pivot Naturals, LLC and its RTIC patents, which resulted in increases to amortization, due diligence costs, consulting fees within general and administrative costs, professional fees and research and development for both the three and six months ended July 31, 2018.

During the nine months ended October 31, 2018, we completed the acquisitions of the Thrudermic Transdermal Nanotechnology and Pivot Naturals, LLC and its RTIC patents and performed due diligence on other potential transactions, which resulted in increases to amortization, due diligence costs, consulting fees within general and administrative costs, professional fees and research and development for both the three and nine months ended October 31, 2018.

Pursuant to these acquisition, we entered into employment contracts which increased our salaries and wages expense.

Should our company be successful in securing continued financing for the development of our platform technologies, we expect our future expenses to be consistent with our expenses for the six months ended July 31, 2018.

In addition to the above increased expenses, we settled convertible debentures totaling $1,144,601 ($1,500,000 Canadian Dollars) through the issuance of 3,750,000 units, with each unit consisting of one common stock and one share purchase warrant, which resulted in a loss on extinguishment of convertible debentures of $1,508,836 being included in other income (expenses).

We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter.

5 unchanged sentences

$ (3,094,911 )

Our total current assets as of July 31, 2018 were $676,865 as compared to total current assets of $149,253 as of January 31, 2018.

The increase was primarily due to cash received upon issuance of convertible debentures of $3,926,804 ($5,000,000 Canadian Dollars) issued during the period, offset with cash used to settle past and current obligations.

Our total current liabilities as of July 31, 2018 were $4,286,615 as compared to total current liabilities of $429,200 as of January 31, 2018.

The increase in current liabilities was primarily attributed to convertible debentures of $3,926,804 ($5,000,000 Canadian Dollars) issued during the period and amounts remaining to be paid on the acquisition of Pivot Naturals of $652,099 ($848,867 Canadian Dollars).

Six Months Ended

Our total current assets as of October 31, 2018 were $556,024 as compared to total current assets of $149,253 as of January 31, 2018.

The increase was primarily due to cash received upon issuance of convertible debentures of $3,817,119 ($5,000,000 Canadian Dollars) and issuance of units, consisting of a common stock and a share purchase warrant per unit, of $976,164 (net of share issuance costs), offset with cash used for the payments of past obligations, working capital and business acquisitions.

Our total current liabilities as of October 31, 2018 were $3,650,935 as compared to total current liabilities of $429,200 as of January 31, 2018.

The increase in current liabilities was primarily attributed to convertible debentures of $3,817,119 ($5,000,000 Canadian Dollars) issued during the period and amounts remaining to be paid on the acquisition of Pivot Naturals of $329,419 ($423,923 Canadian Dollars), net of convertible debentures of $1,144,601 ($1,500,000 Canadian Dollars) settled.

Nine Months Ended

Net Cash Used In Operating Activities

5 unchanged sentences

Operating Activities

During the six months ended July 31, 2018, our cash used by operating activities increased by $2,750,957 when compared to cash used in operating activities during the six months ended July 31, 2017.

During the nine months ended October 31, 2018, our cash used by operating activities increased by $3,360,663 when compared to cash used in operating activities during the nine months ended October 31, 2017.

During the period, we acquired Pivot Naturals and the Thrudermic Transdermal Nanotechnology, which resulted in increase in due diligence costs, general and administration, professional fees and salaries and wages.

1 unchanged sentence

Investing Activities

During the six months ended July 31, 2018, we acquired Pivot Naturals through the issuance of 5,000,000 shares of our common stock and a payment of $333,333.

We did not have any investing activities during the six months ended July 31, 2017.

During the nine months ended October 31, 2018, we acquired Pivot Naturals through the issuance of 5,000,000 shares of our common stock and a payment of $659,999.

We did not have any investing activities during the nine months ended October 31, 2017.

Financing Activities

During the six months ended July 31, 2018, we received net proceeds of $3,794,888 from convertible debentures and $394,616 from promissory note.

During the nine months ended October 31, 2018, we received net proceeds of $3,817,119 from convertible debentures, $394,616 from promissory note and $976,164 from issuance of units of our company.

We repaid loan payable and promissory notes of $15,925 and $588,839, respectively.

We did not have any financing activities during the six months ended July 31, 2017.

We will require additional funds to fund our budgeted expenses over the next 12 months.

5 unchanged sentences

Product Development

Estimated Expenses

Development of BiPhasix Topical Cream (20g)

91 unchanged sentences

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-Q

Item 2. Management’s Discussion and Analysis